As filed with the U.S. Securities and Exchange Commission on December 19, 2025

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TY AM Group (Holdings) Limited

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Suite 2006, Tower 1, The Gateway, Harbour City,

25 Canton Road

Kowloon, Hong Kong

+852-2111-1748

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

c/o Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
+1 (212) 947-7200 

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

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

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

TY AM Group (Holdings) Limited

[●] Ordinary Shares

This is the initial public offering of TY AM Group (Holdings) Limited, an exempted company incorporated under the laws of Cayman Islands with limited liability (the “Company”) (the “Offering”). We are offering [●] ordinary shares, par value $0.00000625 per share (“Ordinary Shares”), of the Company on a firm commitment basis. Prior to this Offering, there has been no public market for our Ordinary Shares. It is currently estimated that the initial public offering price per share will be between $__________ and $__________ (the “Offer Price”). We intend to list our Ordinary Shares on the Nasdaq Capital Market, or Nasdaq, under the symbol “[●]”. The closing of the Offering is conditioned upon Nasdaq Capital Market’s approval of our listing application. However, there is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this Offering cannot be completed.

Immediately after this Offering, assuming an offering size as set forth above, Mr. Kin Tung Tse, will, through his wholly owned entity Daylight Victory Investment Limited, own approximately [●%] of our outstanding Ordinary Shares and control [●%] of the voting power (or __________% of our outstanding Ordinary Shares, and control [●%] of the voting power, if the underwriters’ option to purchase additional shares is exercised in full). Mr. Kin Tung Tse will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents and approval of substantially most of the major corporate transactions. As a result, we expect to be a “controlled company” within the meaning of Nasdaq Stock Market LLC (“Nasdaq Listing Rules”). See section titled “Prospectus Summary—Implications of Being a Controlled Company”.

Investing in the Ordinary Shares involves a high degree of risk. See section titled “Risk Factors” beginning on page 13 of this prospectus.

TY AM Group (Holdings) Limited is not a Chinese operating company but a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct our operations in Hong Kong through our Operating Subsidiary. Investors in our Ordinary Shares should be aware that they will not and may never directly hold equity interests in our Operating Subsidiary, but rather purchasing equity solely in TY AM Group (Holdings) Limited, the Cayman Islands holding company. We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned Operating Subsidiary, and Hong Kong is a Special Administrative Region of China, 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 Ordinary Shares. Chinese regulatory authorities could disallow this holding company structure, which would likely result in a material change in our operations and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. Investors in this offering will not directly hold any equity interests in the operating subsidiaries. This structure involves unique risks to investors. See “Risk Factors— Risks Related to Our Corporate Structure—To the extent that cash or assets of our business are held in Hong Kong or by a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability, or the ability of our subsidiaries, to transfer cash or assets.”

In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors — If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.” for further details.

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 Chinese government or authorities in Hong Kong in this regard. Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

We are aware that, in recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding its efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Hong Kong Operating Subsidiary’s daily business operations, their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchange. These actions could result in a material change in our operations and/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors. See “Risk Factors — Most of our Operating Subsidiary’s operations are conducted 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 such business and may influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiary and/or the value of our Ordinary Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.” for further information.

Recent statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities markets and promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”, and require “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filling procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public comment. These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

Under the Trial Measures and the Guidance Rules and Notice, Chinese domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their 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 its offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for its listing, yet need to make filings for subsequent offerings in accordance with the Trial Measures. 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, shall arrange for the filing within a reasonable time period and shall complete the filing procedure before such companies’ overseas issuance and listing.

The Management understands 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 CAC or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our potential 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 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 may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our 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.

Furthermore, on July 10, 2021, the Cyberspace Administration of China (the “CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. It remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, our operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S., because (i) our Operating Subsidiary organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to Hong Kong companies; (ii) our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China; (iii) as of date of this prospectus, our Operating Subsidiary has collected and stored personal information of less than 100 PRC individual clients, which is far less than one million users; and (iv) as of the date of this prospectus, our Operating Subsidiary not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Revised Review Measures are adopted into law in the future and if our Operating Subsidiary is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, our operation and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.

We have been advised by Stevenson, Wong & Co., our Hong Kong counsel, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, the Company and its Operating Subsidiary, are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by any relevant authorities. As of the date of this prospectus, the Operating Subsidiary received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, including but not limited to their business registration certificates. However, we have been advised by Stevenson, Wong & Co. that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Based on management’s internal assessment that the Company and its subsidiary currently have no material operations in the PRC, management understands that as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CAC or the CSRC because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Company 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 or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) 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 securities to investors and could cause the value of our securities to significantly decline or be worthless.

In addition, our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for two consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China’s Ministry of Finance (the “PRC MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C.’s compliance with applicable professional standards. WWC, P.C. is headquartered in the United States, and can be inspected by the PCAOB. WWC, P.C. was identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for three consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

Transfers of Cash to and from our Subsidiaries

TY AM Group (Holdings) Limited is a holding company with no operations of its own. It conducts its operation in Hong Kong through its Operating Subsidiary, TY Property HK Limited. Our Company relies on dividends or payments to be paid by its Operating Subsidiary to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. During the fiscal year ended March 31, 2025, the Operating Subsidiary declared and paid a dividend of US$700,000 to Mr. Tse Kin Tung, its sole shareholder at the time, prior to the Reorganization of our Company. As of the date of this prospectus, the Operating Subsidiary has transferred US$858,461 in cash to the Company for the settlement of IPO related expenses.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See “Risk Factors — Risks related to our Corporate Structure — To the extent that cash or assets of our business are held in Hong Kong or by a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability, or the ability of our subsidiaries, to transfer cash or assets.” on page 16.

Our Company is permitted under the laws of the Cayman Islands to provide funding to its Operating Subsidiary in Hong Kong through loans and/or capital contributions without restrictions on the amount of the funds. TY AM Investment Limited is permitted under the laws of the BVI to provide funding to our Company, through dividend distributions or payments, without restrictions on the amount of the funds. TY Property HK Limited is also permitted under the laws of Hong Kong to provide funding to our Company, through dividend distributions or payments, without restrictions on the amount of the funds. There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries, to our Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to our Memorandum and Articles of Association, our board of directors may, by resolution of directors, authorize and declare a dividend to shareholders at such time and in such amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and our Company will be able to pay our debts as they become due. According to the Companies Ordinance of Hong Kong (Chapter 622 of the Laws of Hong Kong), a Hong Kong company may only make a distribution out of profits available for distribution. We did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. There is no further Cayman Islands, BVI or Hong Kong statutory restriction on the amount of funds which may be distributed by us by dividend. Under the current practice of the Inland Revenue Department of Hong Kong, no withholding tax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiaries to us.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary—Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information.

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

We expect our total cash expenses for this Offering (including cash expenses payable to the Representative for their out-of-pocket expenses) to be approximately $[●], exclusive of the above discounts and commissions. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

This Offering is being conducted on a firm commitment basis. The Representative is obligated to take and pay for all of the Ordinary Shares if any such shares are taken. We have granted the Representative an option, exercisable one or more times in whole or in part, for a period of forty-five (45) days after the closing of this Offering to purchase up to 15% of the total number of our Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The Representative expects to deliver the Ordinary Shares to purchasers against payment on or about __________ , 2025.

D. Boral Capital

The date of this prospectus is __________ , 2025

TABLE OF CONTENTS

Until and including ________, 2025 (the 25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Prospectus Summary—Conventions Which Apply to this Prospectus” beginning on page 10 of this prospectus.

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 Ordinary Shares and the distribution of this prospectus outside the United States.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or on any free writing prospectus, that we have authorized for use in connection with this Offering. 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 the Ordinary Shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

RISK FACTORS

An investment in our Ordinary Shares involves various risks. Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this prospectus before deciding to invest in our Ordinary Shares. The following section describes some of the significant risks known to us now that could directly or indirectly affect us and the value or trading price of our Ordinary Shares and should not be construed as a comprehensive listing of all risk factors. The following section does not state risks unknown to us now but which could occur in the future and risks which we currently believe to be not material but may subsequently turn out to be so. Should these risks occur and/or turn out to be material, they could materially and adversely affect our business, financial condition, results of operations and prospects. To the best of our Directors’ knowledge and belief, the risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Ordinary Shares could decline and investors may lose all or part of their investment in our Shares. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Ordinary Shares from their professional advisers before making any decision to invest in our Ordinary Shares.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus. See section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Adverse macroeconomic and regulatory conditions in Japan may harm our business, results of operations and financial condition. 

Our business is sensitive to macroeconomic conditions and depends on demand from our user base. In addition, demand for our products is primarily driven by needs of end-users in our largest key markets, Japan. There are many macroeconomic factors that influence consumer confidence and spending behavior, including the level of inflation and unemployment, fluctuations in energy prices and conditions in the real estate markets. In recent years, the economic indicators in Japan have shown mixed signs, and the strength of the Japanese economy is subject to many factors beyond our control. For example, the impact of Brexit on the Japanese economy and on the value of the Japanese yen against Hong Kong in which we generate revenue in the long term is uncertain. In addition, an increase in the consumption tax rate that became effective in October 2019 is adversely impacting the Japanese economy, potentially impacting consumer spending by businesses. Any deterioration of the Japanese economy may result in decline in consumption that would have a negative impact on demand for our products and their prices.

In addition, our services are focused exclusively on promoting properties located in Japan, especially residential and Bed and Breakfast (“BnB”) units targeted at overseas buyers. Our geographic and sector concentration makes us highly vulnerable to shifts in the Japanese real estate market. For instance, changes in short-term rental regulations, neighborhood opposition to BnB developments, or increased scrutiny of foreign ownership could significantly reduce demand for the types of properties we promote. Any downturn in the Japanese economy, or reduction in foreign investor interest in Japanese real estate, may materially and adversely affect our business and financial results.

A reduction in the attractiveness of the real estate markets of Japan could affect our business, financial condition and results of operations.

We are impacted by the attractiveness of Japan as a place to live and invest in and its status as an international center for business and commerce. If Japan’s economy stagnates or contracts or if there are significant concerns or uncertainty regarding the strength of Japan’s economy due to domestic, international or global macroeconomic trends (including, in particular, relaxation of social distancing measures and office re-openings coupled with further adoption of remote work trends), or other factors (including, in particular, any matters which adversely affect Japan’s status as an international center for business and commerce or the economic benefits of Japanese financial services industry), Japan may become a less attractive place to live, work, study or to own residential property for investment purposes. The attractiveness of Japan real estate may also be negatively affected by other factors, including high residential property sales prices or rents (or a risk or perceived risk of a fall in sales prices in the future), high costs of living, and negative perceptions surrounding quality of life, safety and security (including the risk or perceived risk of acts of terrorism or protests).

Any reduction in the attractiveness of Japan as a place to live or a place to invest in residential real estate and any matters which adversely affect Japan’s status as an international center for business and commerce could result in a reduction, by volume and/or by value, in residential property sales transactions in Japan, which decreases the demand for our services.

We depend on a strong brand, and any failure to maintain, protect and enhance our brand would have an adverse effect on our ability to grow our real estate consultancy business.

We have developed a strong brand that we believe has contributed significantly to the success of our business. Maintaining, protecting and enhancing our Company as a premium real estate consultancy brand is critical to growing our business. If we do not successfully build and maintain a strong brand, our real estate consultancy business could be negatively impacted. Preserving and increasing the quality of our brand may require us to make substantial investments in areas such as marketing, community relations, outreach technology and employee training. We actively engage in print and online advertisements, social media, targeted promotional mailings and email communications and engage on a regular basis in public relations and sponsorship activities. There is no assurance that those activities will enhance our brand awareness.

Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Some of these incidents may relate to the way we manage our relationship with our staff and clients, our growth strategies or the ordinary course of our business. Other incidents may arise from events that are or may be beyond our ability to control and may damage our brand, such as actions taken (or not taken) by one or more agents relating to health, safety, welfare or other matters; cybersecurity incidents; litigation and claims; failure to maintain high ethical and social standards for all of our operations and activities; failure to comply with local laws and regulations; and illegal activity targeted at us. Our brand value could diminish significantly if any such incidents or other matters erode consumer confidence in it, which may result in a decrease in our total agent count and, ultimately, could adversely affect our business and operating results.

The real estate consultancy business in Hong Kong is extremely competitive.

We compete with other real estate consulting agencies in local areas. The real estate consultancy industry has low barriers to entry due to the small number of facilities needed to operate the business. Under these circumstances, the Company seeks to differentiate itself by providing comprehensive and personalized solutions. However, despite our efforts, we may not be able to compete effectively which would adversely affect our results of operations and financial condition. The real estate consultancy sector in Hong Kong is highly competitive, with numerous companies offering similar services. Intense competition could lead to pricing pressure, as competitors may undercut prices to attract clients or offer additional incentives. Failure to effectively differentiate the Company’s services or maintain competitive pricing structures could result in loss of market share and decreased profitability.

We will rely on traffic to our website directed from search engines. If our website fails to rank prominently in unpaid search results, traffic to these websites could decline and our business would be adversely affected.

Our success depends in part on our ability to attract users through unpaid Internet search results on search engines. The number of users we attract to our website, https://www.tyamgroup.com, from search engines is due in large part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our websites, and we may not know how or otherwise be in a position to influence the results. In some instances, search engine companies may change these rankings in order to promote their own competing services or the services of one or more of our competitors. Our website has experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of users directed to our website could adversely affect our real estate consultancy business and results of operations. Further, a failure of our website or website-based technology, either due to malfunction, outside intrusion through hacking or otherwise, could significantly disrupt our business and lead to reduced revenue and reputational damage as we may not be able to effectively scale and adapt our existing technology and network infrastructure to ensure our platforms are accessible.

Some of our products and services contain open-source software, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.

We use open-source software in our products and services and anticipate using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of certain open-source licenses to which our business is subject have not been interpreted by Hong Kong government or foreign courts, and there is open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we could face claims from third parties alleging ownership of, or demanding release of, the open-source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. The use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business, financial condition and results of operations.

Our business is geographically concentrated and dependent on a niche segment of the real estate market.

Our current operations are focused exclusively on promoting residential and BnB real estate projects located in Japan and developed by Hong Kong-based property developers. This limited geographical and client concentration exposes us to significant risk if demand in this niche market declines due to global pandemics, macroeconomic shifts, changes in travel patterns, tighter rental regulations, or negative investor sentiment. Any lack of geographical and customer diversification may limit our ability to mitigate such risks effectively.

Our real estate management business is subject to regulatory and legal risks.

Although we do not directly sell or purchase real estate and do not consider ourselves real estate brokers, the nature of our business, involving buyer referrals and transaction facilitation may expose us to regulatory interpretations under real estate or advertising laws in the jurisdictions in which we operate. If authorities in Hong Kong determine that we are engaged in regulated consultancy or advertising activities without the appropriate licenses or permits, we could be subject to fines, business restrictions, or reputational damage. Furthermore, evolving interpretations of marketing and promotion regulations, particularly with respect to cross-border advertising of real estate, may increase our compliance burden and limit our promotional activities. 

Our real estate consultancy business relies on relationships with property owners and developers.

The Company relies heavily on its relationships with property owners, real estate developers or investors. Any deterioration in these relationships, disputes over contractual terms, or the inability to renew agreements could result in the loss of key clients or revenue streams. Furthermore, reliance on a limited number of property owners and developers may increase the Company’s vulnerability to their financial stability and business decisions.

We are dependent on a limited number of related-party customers for substantially all of our revenue.

For the fiscal year ended March 31, 2025, we derived our revenue from two major customers, both of which are directly owned by Ms. Kwong Man Ling, the spouse of Mr. Kin Tung Tse, Chief Executive Officer and Chairman of the Board. The highly concentrated nature of our customer base exposes us to significant risks. If either of these customers were to reduce or terminate their engagement with us for any reason, including changes in management, strategy, or financial performance, our revenue and cash flow could be materially and adversely affected. The Company is heavily reliant on related parties as its primary revenue and cash flow sources and has historically generated revenues from sources that might not be recurring in the long run. The Company is at its early-stage, and expects to incur significant costs to expand its operations and conduct its business plan, which may result in future losses if it cannot effectively market its services and achieve market acceptance. Moreover, related-party transactions may not reflect arm’s-length terms, and increased scrutiny by regulators or investors over these arrangements could negatively affect our reputation or lead to additional compliance burdens. This could have a material effect on our revenue, our business, results of operations and financial condition.

We may not be successful in expanding our customer base beyond affiliated entities.

A key element of our growth strategy is to attract unaffiliated property developers as new clients. However, given our limited market visibility and reliance on existing relationships, we may face challenges in establishing credibility with third-party developers. We may also face competition from larger or more established real estate consulting firms with greater brand recognition, a broader service offering, or a longer operating history. If we fail to attract and retain a diversified set of customers, our growth prospects and business sustainability may be limited.

Our business is subject to changing advertising laws and marketing standards.

We rely heavily on advertising across digital platforms, newspapers, and on-site exhibitions to promote our clients’ real estate projects to overseas investors. Our marketing materials must comply with the relevant advertising laws in each jurisdiction in which they are distributed. Regulatory authorities may adopt new rules or tighten enforcement on how foreign real estate can be marketed to investors, especially in response to growing concerns over buyer protection and misleading advertising. If we are found to have violated any applicable regulations, or if such regulations become more restrictive, our ability to operate and generate leads may be materially and adversely affected.

Our marketing campaigns may not result in successful sales conversions, which could impact our revenue and client retention.

Our revenue model is based on fixed fees earned only upon the successful execution of preliminary sale and purchase agreements for property units. While we support the full sales lifecycle, we do not guarantee any sales volume. If our marketing efforts fail to generate sufficient buyer interest or if buyers fail to convert into completed transactions, our clients may delay or cancel projects, terminate our services, or decline to engage us in the future. Furthermore, macroeconomic conditions, such as interest rate hikes or foreign exchange volatility, may reduce investor appetite for Japanese real estate and affect our campaign success rates.

Our marketing success depends on access to high-impact venues and travel freedom, which may be disrupted.

A key component of our marketing strategy is conducting exhibitions and seminars in hotels and other high-traffic venues in cities such as Hong Kong, Singapore, Thailand, and Malaysia. These events are vital for showcasing properties and closing deals. As of the date of this prospectus, we are not subject to any known travel restrictions, venue limitations or regulatory barriers that would prevent us from conducting business activities. However, future disruptions caused by travel restrictions, hotel availability, public health events such as COVID-19 pandemic, or local regulations may impair our ability to conduct these activities and directly affect our ability to generate buyer leads and secure sales conversions.

We have a limited number of employees, and the loss of any key personnel could affect our ability to operate effectively.

As of March 31, 2025, we had only seven full-time employees. Given our lean structure, we depend heavily on the efforts and experience of our senior management team and key staff across marketing, project execution, and investor engagement. If we fail to retain qualified personnel or if key employees resign without adequate replacements, our operations could be significantly disrupted.

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

Our current management team lacks experience in managing a company publicly traded in the U.S., interacting with public company investors and complying with the increasingly complex laws pertaining to U.S.-listed public companies. Prior to the completion of this offering, we mainly operate our businesses as a private company in Hong Kong. As a result of this offering, our company will become subject to significant regulatory oversight and reporting obligations under the U.S. 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.-listed 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 conditions and results of operations.

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

Once we become a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company prior to our initial public offering. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC and Nasdaq, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we incur ongoing additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Risks Related to Our Corporate Structure

To the extent that cash or assets of our business are held in Hong Kong or by a Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability, or the ability of our subsidiaries, to transfer cash or assets.

TY AM Group (Holdings) Limited is a holding company, and we will in the future rely on dividends and other distributions on equity paid by the Operating Subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate we will retain any earnings to support operations and to finance the growth and development of our business. If the Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Please refer to the section titled “Dividend Policy” for more information.

According to the Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either its profit or share premium account, provided that in no circumstances may a dividend be paid out of share premium account unless immediately following the date on which the dividend is proposed to be paid the Company shall be able to pay its debts as they fall due in the ordinary course of business. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. Any limitation on the ability of our Hong Kong subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong taxation.” Although the PRC laws and regulations do not currently have a material impact on transfers of cash from TY AM Group (Holdings) Limited to our Operating Subsidiary or from our Operating Subsidiary to TY AM Group (Holdings) Limited, our shareholders and U.S. investors, the PRC government may in the future intervene in or impose restrictions and limitations on the ability of us or our Hong Kong subsidiary to transfer cash or assets. As a result, to the extent cash or assets are held in Hong Kong or by a Hong Kong entity, such funds or assets may not be available for use outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Shares.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing 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. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our combined financial statements as of March 31, 2025 and 2024, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and (3) our lack of appropriate policies and procedures in place to evaluate the proper accounting and disclosures of key documents and agreements.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; and ii) appointing independent directors, establishing an audit committee and strengthening corporate governance.

We will be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before this Offering, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Ordinary Shares and may make it more difficult for us to raise funds in a 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 Ordinary Share price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules.

Risks Related to Doing Business in Hong Kong

Hong Kong’s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.

For the two years ended March 31, 2025, our revenue mainly derived from services in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC had to accept some conditions such as Hong Kong’s Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for 50 years from 1997. This agreement gave Hong Kong the freedom to function in a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

Some international observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyed in Hong Kong and the PRC’s pledge to allow a high degree of autonomy in Hong Kong. On July 14, 2020, the U.S. signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the U.S. or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

On March 23, 2024, the Hong Kong government has enacted the Safeguarding National Security Ordinance (“SNSO”), which is a domestic security legislation under Article 23 of the Basic Law, to prohibit four types of offenses, including secession, subversion, terrorist activities and collusion with a foreign country or with external elements to endanger national security, as well as other offences relating to the endangering of national security, which has been considered as having further significantly undermined the autonomy of Hong Kong. It is difficult for us to predict the degree of adverse impact of the legislation of the SNSO on Hong Kong or our business in Hong Kong. However, in any event, since all of our operations are based in Hong Kong, any change of the political arrangements between Hong Kong and the PRC may pose an adverse impact to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

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 in Hong Kong.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities which are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA — authorized sanctions on eleven individuals, including former 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 Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Operating Subsidiary in Hong Kong 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.

Recently in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of our Operating Subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably, which could result in a material negative impact on its operations and/or the value of our Ordinary Shares.

Although we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to have any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our Operating Subsidiary, being based in Hong Kong and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the 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 a company such as our Operating Subsidiary and TY AM Group (Holdings) Limited, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. Therefore, the legal and operational risks associated with operating in China also apply to our operations in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our Operating Subsidiary’s operations and/or a material change in the value of our Ordinary Shares, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

We may become subject to a variety of PRC laws and other obligations regarding M&A Rules, the Trial Measures and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies on August 8, 2006, and amended on June 22, 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) (the “Draft Administrative Regulations”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively the “Draft Rules on Overseas Listing”, for public opinion.

Our Company is a holding company incorporated in the Cayman Islands with one Operating Subsidiary based in Hong Kong, as of the date of this prospectus, we have no subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong and our chief executive officer, chief financial officer and all members of the board of directors of TY AM Group (Holdings) Limited are based in Hong Kong are not mainland China citizens and all of our revenues and profits are generated by our subsidiary in Hong Kong and we have not generated any revenues or profits in mainland China. Additionally, we do not intend to operate in mainland China in the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the CSRC under the Trial Measures. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or 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).Therefore, we believe, as of the date of this prospectus, the CSRC’s approval or review is not required for the listing and trading of our Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures.

We are aware that recently, in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding its efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Hong Kong subsidiary’s daily business operations, their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchange. These actions could result in a material change in our operations and/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.

Furthermore, on July 10, 2021, the Cyberspace Administration of China (the “CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. It remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, our operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S., because (i) our Operating Subsidiary is organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to Hong Kong companies; (ii) our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China; (iii) as of date of this prospectus, our Operating Subsidiary has collected and stored personal information of less than 100 PRC individual clients, which is far less than one million users; and (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or 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). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our subsidiary’s business operations and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review or we and our subsidiary might be covered by permission from the CAC or any other government agency that is required to approve our subsidiary’s operations in the future. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains uncertain what the potential impact such modified or new laws and regulations will have on our subsidiary’s daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete this Offering or cause the value of our Ordinary Shares to significantly decline or become worthless. As of the date of this prospectus, there are no commensurate laws or regulations in Hong Kong which result in similar significant oversight over data security for companies seeking to offer securities on a foreign exchange. However, we cannot guarantee that, if, in the future, such laws or regulations were issued in Hong Kong, we would be compliant with such laws or regulations in a timely manner or at all. In addition, we may have to spend significant time and costs to become compliant. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the relevant regulatory authorities, and our ability to conduct our business, or offer securities on a U.S. or other international securities exchange may be restricted. As a result of the foregoing, our business, reputation, financial condition, and results of operations may be materially and adversely affected.

Recent statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities markets and promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”, and require “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filling procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public comment. These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

Under the Trial Measures and the Guidance Rules and Notice, Chinese domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their 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 its offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for its listing, yet need to make filings for subsequent offerings in accordance with the Trial Measures. 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, shall arrange for the filing within a reasonable time period and shall complete the filing procedure before such companies’ overseas issuance and listing.

The Management understands 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 CAC or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our potential 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 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 may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our 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.

We have been advised by Stevenson, Wong & Co., our Hong Kong counsel, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, the Company and its subsidiary, our Operating Subsidiary, are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiary or denied by any relevant authorities. As of the date of this prospectus, our Operating Subsidiary have received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, including but not limited to their business registration certificates. However, we have been advised by Stevenson, Wong & Co. that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Based on management’s internal assessment that the Company and its subsidiary currently have no material operations in the PRC, management understands that as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CAC or the CSRC because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Company 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 or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) 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 securities to investors and could cause the value of our securities to significantly decline or be worthless.

Most of our Operating Subsidiary’s operations are conducted 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 such business and may influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiary and/or the value of our Ordinary Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.

Recently in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the 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 mainland China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting our subsidiary in Hong Kong by the Hong Kong government could result in a material change in our Operating Subsidiary’s operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money.

There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change with little advance notice. For example, the Chinese cybersecurity regulator announced on July 2, 2021 that it began an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that company’s app be removed from smartphone app stores. The Chinese government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale. Furthermore, given the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are currently not required to obtain permission from any of the PRC federal or local government and has not received any denial to list on the U.S. exchange, it is uncertain whether or when we might be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even if such permission is obtained, whether it will be later denied or rescinded, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government in 2022 and 2023, including the Measures, the PRC Personal Information Protection Law and the Trial Measures have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China-based issuers. We could be subject to approval or review by Chinese regulatory authorities to pursue this Offering. We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a VIE structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned subsidiary, and Hong Kong is a Special Administrative Region of China, 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 Ordinary Shares.

In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the HFCAA requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the U.S.. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, 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. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed 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 exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years, shortening the timeline for the application of the HPCAA’s delisting and trading prohibition from three years to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. 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.

In addition, our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for two consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China’s Ministry of Finance (the “PRC MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. Our auditor, WWC, P.C. the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C.’s compliance with applicable professional standards. WWC, P.C. is headquartered in the United States, and can be inspected by the PCAOB. WWC, P.C. was identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for three consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

If the PCAOB in the future again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the lack of access to the PCAOB inspection in China would prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors could be deprived of the benefits of such PCAOB inspections, if the PCAOB again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China would make it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. WWC, P.C. was identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for three consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted..

Our auditor, the 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 U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in Hong Kong, and has been inspected by the PCAOB with the last inspection in May, 2024. However, the recent developments would add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

Ongoing geopolitical tensions around the world may have a material adverse effect on our business, financial condition, and results of operations.

We face risks associated with heightened tensions in geopolitical and economic relations. Rivalries and sanctions between major powers, including the United States and China, and unrest, terrorist threats, wars and other conflicts involving Ukraine, the Middle East and elsewhere have created increased global uncertainty. Such geopolitical tensions, along with trade disputes and regional conflicts, may result in economic instability, market volatility, and regulatory changes, which could impact our supply chain, operations, and consumer demand. Furthermore, such tensions may lead to consumer boycotts, increased security measures, and travel restrictions, all of which could negatively affect our ability to conduct business, maintain supply chain operations, and expand into new markets. Any restrictions on international trade and capital flows may have a negative impact on our ability to access capital, procure raw materials, and expand our operations. As a result, any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Separately, we may also be subject to review and enforcement under domestic and foreign laws that screen foreign investment and acquisitions. In both the U.S. and non-U.S. jurisdictions, these regulatory requirements may treat companies differently based on the type of company in question and investor profile in the company. As a result of these laws, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors. These laws are also regularly changed and updated. For example, recently the Office of Investment Security of the U.S. Department of the Treasury issued a final rule (the “Outbound Investment Rule”) to implement the Executive Order 14105, which provided for the establishment of a new national security regulatory framework to control outbound investment from the United States in certain sensitive industry sectors in the People’s Republic of China, including Hong Kong and Macau. The Outbound Investment Rule took effect in January 2025 and restricts U.S. persons’ direct and indirect investment into companies with specified connections to China that engage in specified “Covered Activities” within three areas of technology: semiconductors and microelectronics, quantum information technologies, and artificial intelligence systems. Notably, President Trump issued the America First Trade Policy Memorandum on February 20, 2025, which proposes to further expand the set of technologies of concern.

Our business model is focused on providing marketing and promotional services in Hong Kong on behalf of Japanese property developers. Although our operations are not directly tied to supply chains or sensitive technology industries, we rely on the ability of our clients and prospective buyers to freely travel, participate in marketing events, and complete property transactions across borders. Heightened geopolitical tensions—such as strained relations between major economies, regional conflicts, or the imposition of sanctions—could lead to restrictions on travel, financial transactions, or cross-border capital flows. Any such restrictions could reduce the number of prospective buyers able to attend our marketing events or complete purchases, which would in turn negatively impact our revenues. Continuing changes in both U.S. and non-U.S. jurisdictions to foreign investment laws and rules could adversely affect our strategic initiatives, financial performance, and growth prospects.

Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this Offering, we will become a public company in the U.S. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the Nasdaq require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Ordinary Shares could decline.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC and the Nasdaq impose various requirements on the corporate governance practices of public companies. As a company with less than USD1.235 billion in net revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable 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 and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents 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 operating results.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this Offering, we will be a publicly listed company in the U.S. As a publicly listed company, we will be required to file periodic reports with the SEC upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

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 Nasdaq Capital Market, we are subject to the Nasdaq Capital Market corporate governance listing standards. However, Nasdaq Capital Market 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 Nasdaq Capital Market 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 Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). We elected to avail ourselves of the extended transition period for implementing new or revised financial accounting standards. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner (1) if our revenue exceed $1.235 billion, (2) if we issue more than $1 billion in non-convertible debt in a three-year period, or (3) if the market value of our shares held by non-affiliates exceeds $700 million as of any March 31 before that time, in which case we would no longer be an emerging growth company as of the following March 31. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests and our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.

We are a “controlled company” defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We expect that Mr. Kin Tung Tse, through Daylight Victory Investment Limited, own a majority of our Ordinary Shares following the Offering and continue to be a controlled company pursuant to “controlled company” defined under the Nasdaq Stock Market Rules. Accordingly, we will be a controlled company under the applicable Nasdaq listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

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

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

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

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

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

Future issuances or sales, or perceived issuances or sales, of substantial amounts of Ordinary Shares in the public market could materially and adversely affect the prevailing market price of the Ordinary Shares and our ability to raise capital in the future.

The market price of our Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by the Company’s significant shareholder, or the issuance of new shares by the Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. A few shareholders hold a significant portion of our Ordinary Shares and these are “restricted securities” as defined in Rule 144. These Ordinary Shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our IPO. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our IPO in a manner that does not produce income or that loses value.

There may not be an active, liquid trading market for our Ordinary Shares, and we do not know if a more liquid market for our Ordinary Shares will develop to provide you with adequate liquidity.

Prior to this Offering, there has not been a public trading market for our Ordinary Shares. We cannot assure you that an active trading market for our Ordinary Shares will develop following this Offering, or if it does develop, will be maintained. We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this Offering. The closing of the Offering is conditional upon Nasdaq’s final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved, we will not complete the Offering. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. The public offering price for the Ordinary Shares will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. We intend to apply to list our Ordinary Shares on Nasdaq but we provide no assurance that our ordinary shares will be approved for listing on Nasdaq in connection with this Offering. Further, if we are successful in listing the Ordinary Shares on Nasdaq we cannot ensure that an active public market for our Ordinary Shares will develop after this Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

You will experience immediate and substantial dilution.

The IPO price of our Ordinary Shares is substantially higher than the pro forma net tangible book value per share of our Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediate dilution of approximately $[●] in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. Please refer to the section titled “Dilution.”

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws against us, our management or the experts named in the prospectus.

Although we are an exempted company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong. In addition, our Chairman Kin Tung Tse, officers Kwun Sing Keith Wong, Kwun Lik Chan, and Kit Man Fong reside within Hong Kong, and most of the assets of these persons are located within Hong Kong. As a result, it may be difficult for you to effect service of process within the U.S. upon us or these individuals, or to bring an action against us or against these individuals in the U.S. in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Hong Kong is a Special Administrative Region of the PRC. A foreign judgment can be registered and enforced in Hong Kong either under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319) (the “Ordinance”) or at common law. Registration of a foreign judgment under the Ordinance can be made by an ex parte application with the local court but this avenue is limited to judgments entered in designated jurisdictions, which currently include: Australia, Austria, Belgium, Bermuda, Brunei, France, Germany, India, Israel, Italy, Malaysia, The Netherlands, New Zealand, and Singapore and Sri Lanka. An action to enforce a foreign judgment at common law is a comparatively cumbersome process. It is in essence an independent suit in Hong Kong and the judgment creditor must follow normally applicable service procedures. Judgments entered in the U.S. and the United Kingdom can be enforced in Hong Kong only at common law. To be eligible for common-law recognition, the judgment must (1) be for a definite sum of money; (2) be final and conclusive; and (3) have been entered by a court with competent jurisdiction over the defendant. With respect to finality, a Hong Kong court will generally refrain from enforcing a judgment during the pendency of an appeal. This raises the possibility of undue delay and asset dissipation. With respect to the requirement of competent jurisdiction of the foreign judgment seeking to be enforced in Hong Kong, it is governed by private international law as interpreted in Hong Kong, not the law of the foreign forum. Jurisdiction can generally be asserted on the basis of the defendant’s physical presence in the foreign forum, appearance in the underlying legal proceeding or prior contractual consent to jurisdiction. Under the common law and the Ordinance, only limited defenses on the grounds such as fraud, due process and Hong Kong public policy can be raised against a duly registered foreign judgment. There is no mechanism for reconsideration of the merits of the underlying foreign litigation.

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 and conduct substantially all of our operations in Hong Kong through our wholly-owned Hong Kong Operating Subsidiary. Most of our directors and substantially all of our executive officers reside outside the U.S. and a substantial portion of their assets are located outside of the U.S. As a result, it may be difficult for our shareholders to effect service on these persons or bring an action against us or against these individuals in the Cayman Islands or in Hong Kong in the event that they believe that their rights have been infringed under the securities laws of the U.S. or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers.

Our corporate affairs are governed by our Memorandum and Articles, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, actions by our minority shareholders and the fiduciary duties of our directors 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 English common law, 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 may not be as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands may have a less developed body of securities laws as compared to the United States, and some states (such as Delaware) may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgage and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Memorandum and Articles 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 the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, please refer to the section titled “Description of Ordinary Shares – Material Differences in Cayman Islands Law and our Memorandum and Articles of Association and Delaware Law”.

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.

As at the date of this prospectus, all of our directors and officers are based in Hong Kong. All of our directors and officers are nationals of Hong Kong. There may be uncertainty as to whether the courts of the Cayman Islands would:

There is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., however, Appleby, our counsel with respect to Cayman Islands laws, has advised that any final and conclusive judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature nor a fine or other penalty) and/or certain non-monetary judgments rendered in any action or proceedings brought against our Company on the basis of documents in a U.S. court will be recognized as a valid judgment by the courts of the Cayman Islands without re-examination of the merits of the case. On general principles, such proceedings would be expected to be successful provided that the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in the Cayman Islands and the judgment is not contrary to public policy in the Cayman Islands, has not been obtained by fraud or in proceedings contrary to natural justice.

Stevenson, Wong & Co., our counsel to Hong Kong law, have advised us that there is uncertainty as to whether the courts of the Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Hong Kong counsel also advised us that in Hong Kong, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People’s Court of the PRC and the Government of Hong Kong have entered into the “Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned,” or the Arrangement. The Mainland Judgements (Reciprocal Enforcement) Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity. Other than the Arrangement, Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive. As a result, it may be time-consuming and costly for you to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands and Hong Kong

We could become a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our shares to significant adverse United States income tax consequences.

We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the “asset test”). In determining whether we are a PFIC, we are permitted to take into account the assets and income of our Operating Subsidiary because we own 100% of its stock. We may be considered a PFIC in 2025 and possibly later years, depending on a number of factors, including the composition of our and our Operating Subsidiary’s income and assets, how quickly we use our liquid assets, including the cash raised pursuant to this Offering (if we determine not to, or are unable to, deploy significant amounts of cash for active purposes our risk of being a PFIC will substantially increase), the market price of our Ordinary Shares, and fluctuations in that price. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance we will not be a PFIC for 2025 or any future taxable year. Please refer to the paragraph titled “Taxation — United States Federal Income Taxation”.

If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules. A U.S. holder may also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which such U.S. holder holds our Ordinary Shares. Please refer to the paragraph titled “Taxation — United States Federal Income Taxation”.

We do not expect to pay dividends in the foreseeable future after this Offering. You must rely on price appreciation of the 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. Please refer to the section titled “Dividend Policy.” Therefore, you should not rely on an investment in the Ordinary Shares as a source for any future dividend income.

Our board of directors (“BOD”) has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either its profit or share premium account, provided that in no circumstances may a dividend be paid out of the share premium account unless immediately following the date on which the dividend is proposed to be paid our Company shall be able to pay its debts as they fall due in the ordinary course of business. Even if we decide 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 subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the Ordinary Shares will likely depend entirely upon any future price appreciation of the Ordinary Shares. There is no guarantee that the Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in the Ordinary Shares and you may even lose your entire investment in the Ordinary Shares.

New climate-related disclosure obligations in proposed SEC rule amendments could have uncertain impacts on our business, impose additional reporting obligations on us, and increase our costs.

Following from 2022, the SEC proposed rule amendments that would implement a framework for the reporting of climate-related risks and create a wide range of new climate-related disclosure obligations for all registrants, including us. The proposed rules would require us to include certain climate-related information in registration statements and annual reports, including (i) climate-related risks and their actual or likely material impacts on our business, strategy, and outlook; (ii) our governance of climate-related risks and relevant risk management processes; (iii) information on our greenhouse gas emissions; (iv) certain climate-related financial statement metrics and related disclosures in a note to our audited financial statements; and (v) information about our climate-related targets, goals, and transition plans.

The proposed rules remain open to public comment and may be subject to challenges and litigation. Thus, the ultimate scope and impact of the proposed rules on our business remain uncertain. To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs. Separately, the SEC also announced it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the Cayman Islands. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

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, among others, those listed under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulations,” and other sections in this prospectus, 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:

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.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately $[●] million, or approximately $[●] million if the underwriters exercises their option to purchase additional Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial Offer Price of $[●] per share, which is the midpoint of the range set forth on the coverage page of this prospectus.

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

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. The foregoing represents our current intentions based upon our present plans 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, 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 paid dividends in the amount of $700,000 for the fiscal year ended March 31, 2025. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business 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 include but not limited to: (i) general economic and business conditions; (ii) financial conditions and results of operations; (iii) available liquidity and anticipated liquidity needs; (iv) capital requirement; (v) contractual, legal, tax and regulatory restrictions; and (vi) any other implications as the board of directors may deem relevant.

The declaration, amount and payment of any future dividends will be at the sole discretion of our Board of Directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either its profit or share premium account, provided that in no circumstances may a dividend be paid out of share premium account unless immediately following the date on which the dividend is proposed to be paid the Company shall be able to pay its debts as they fall due in the ordinary course of business. Accordingly, investors seeking current dividends should not purchase our ordinary shares with the expectation of immediate or regular cash dividend income.

CAPITALIZATION

The following tables set forth our capitalization as of March 31, 2025:

You should read this table together with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our combined financial statements and the related notes included elsewhere in this prospectus.

DILUTION

If you invest in our 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 March 31, 2025 was USD[●] per ordinary share.

After giving effect to the issuance and sale of [●] Ordinary Shares in this Offering at an assumed initial public Offer Price of USD[●] 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, the pro forma as adjusted net tangible book value after the Offering would be USD[●] and our pro forma as adjusted net tangible book value as of March 31, 2025 would have been USD[●] per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of USD[●] per Ordinary Share to existing shareholders and an immediate dilution in net tangible book value of USD[●] per Ordinary Share to investors purchasing Ordinary Shares in this Offering. The following table illustrates such dilution:

Each USD1 increase (decrease) in the assumed initial public offering price of USD[●] per Ordinary Share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the pro forma as adjusted amount of net tangible book value as of March 31, 2025, after this Offering by USD[●] per Ordinary Share and would increase (decrease) dilution to new investors by USD[●] per Ordinary Share, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2025, the total number of 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 USD[●] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Ordinary 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 Offer Price of our Ordinary Shares and other terms of this Offering determined at pricing.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the 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, through our Operating Entity, are a service provider that provides property consultancy services to facilitate the sale of property units in Japan by our customers to their end buyers. Our business strategy emphasizes service quality and relationship-driven growth, allowing us to unlock new business opportunities to support our long-term expansion.

The following discussion and analysis of our financial condition and results of operations is prepared based on the financial data which is derived from our audited consolidated financial statements for the years ended March 31, 2025 and 2024, included in this prospectus.

Our revenues were $2,169,980 and $1,359,849 for the years ended March 31, 2025 and 2024, respectively. We, recorded net income of $919,584 and $708,346 for the years ended March 31, 2025 and 2024, respectively. We plan to grow our business by expanding our external customer base, diversifying our revenue sources, and enhancing both the breadth and quality of our property consultancy services offerings.

Factors Affecting Our Results of Operations

Our business and operating results are affected by general market conditions and macroeconomic factors, including, among others, economic trends in our target markets, industry demand for property consultancy services, customer budgets, regulatory developments, and geopolitical environments. Changes in any of these broader factors could influence our customers’ willingness or ability to engage our property consultancy services, which could in turn impact our results of operations. In addition, the following company-specific factors have a direct and material impact on our business performance:

Change in real estate market conditions in Japan

Although we do not engage directly in property sales in Japan, our business model is closely linked to the performance of the Japanese real estate market through our customers, who are primarily property developers and real estate agencies focused on that market. As a result, we are indirectly exposed to fluctuations in market demand, pricing trends, and transaction volumes in the Japanese real estate sector.

Macroeconomic factors such as interest rate movements, inflation, consumer confidence, and employment levels play a critical role in shaping real estate activity. In addition, shifts in foreign investor sentiment, which are driven by global economic or geopolitical developments, may affect property purchases by overseas buyers.

Moreover, changes in government policies or regulations relating to property ownership, zoning, land use, or eligibility criteria for foreign purchasers could hinder transaction activity. If such changes diminish buyer interest or restrict our customers’ ability to market and sell properties in Japan, it may result in a lower volume of completed transactions. This could, in turn, reduce the demand for our marketing and property consultancy services and adversely impact our revenue and growth prospects.

Our ability to diversify and expand customer base

We currently generate revenue from a small number of customers who engage us to provide property consultancy services for their property sales. While we are not directly involved in property transactions, our performance is closely linked to the sales volume of these customers. This customer concentration increases our exposure to changes in customer budgets, engagement levels, or business priorities. Any reduction in project scope or the loss of a major customer could materially impact our results. Expanding our customer base is therefore critical to reducing concentration risk and supporting long-term growth.

Acquiring new customers requires investment in brand awareness, relationship development, and demonstrating the value of our services. Our ability to effectively convert prospects into recurring customers will influence our revenue stability and scalability. Failure to do so could result in revenue volatility and limit our ability to grow. Conversely, successful diversification will help stabilize cash flows and increase our resilience to customer-specific or market-driven disruptions.

Our operational execution and resource management

As our business grows, our operational model must scale accordingly to accommodate increased project volumes, diverse customer needs, and more complex engagements. Sustaining high service quality across multiple concurrent projects requires disciplined planning, skilled resource allocation, and robust internal controls.

Our ability to manage project timelines, align cross-functional teams, and adapt to evolving customer expectations will directly affect our reputation and customer retention. Inefficiencies in workflow, poor communication, or misalignment between project scopes and available capacity may lead to delays, cost overruns, or underperformance.

Our ability to retain skilled talent

Our success depends heavily on the capabilities and continuity of our consulting team. The quality of our advisory services relies on the experience, creativity, and domain knowledge of our marketing professionals, project managers, and customer relationship personnel.

The market for experienced consultants in real estate marketing and strategic communications is highly competitive. We face the ongoing risk of employee attrition, which could disrupt existing customer projects and strain remaining team members. Recruiting qualified professionals who understand both real estate dynamics and marketing trends can be time-consuming and costly.

To maintain a strong talent pipeline, we must invest in professional development, foster a positive and inclusive work environment, and offer clear career advancement opportunities. Any failure to retain or adequately replace key employees could limit our ability to meet customer demands, reduce institutional knowledge, and hinder expansion efforts. High turnover rates may also damage customer confidence and increase onboarding and training expenses.

Key Components of Results of Operations

Revenues

Our revenues are derived from a single revenue stream, property consultancy income, which represents fixed service fees earned for facilitating the sale of property units in Japan by our customers to their end buyers. Pursuant to consultancy service agreements entered into directly with our customers, who are primarily Hong Kong-based property developers holding property assets in Japan, we receive a fixed fee that is contractually agreed upon in advance. Such fees are non-refundable under all circumstances and are not subject to sales rebates, discounts, or other incentives. Importantly, we do not enter into any agreement with, nor do we receive any proceeds from, the end buyers of our customers.

Under each contract, we provide a series of interrelated activities, including developing and implementing property advertising campaigns to build market awareness, sourcing and engaging prospective buyers, and organizing marketing events to generate buyers’ interest and supporting sale negotiation between customers and prospective buyers. These services are highly integrated and designed to achieve a single outcome, which are not separately identifiable and are considered a single performance obligation. Revenue is recognized at a point in time when a preliminary sale and purchase agreement is executed between our customer and an end buyer, which signifies satisfaction of performance obligation. We are entitled to full consideration upon the execution of the agreement between our customers and end buyers, with a contractual credit term of 30 days. We typically collect no advances from the customers and assesses that there is no significant financing component in these service contracts. The volume of completed transactions directly drives our property consultancy income.

Operating expenses

Selling and marketing expenses

Selling and marketing expenses primarily consist of: (i) personnel support service fees incurred to facilitate our sales and marketing activities; and (ii) advertising, exhibition, and travel-related costs associated with promoting property sales between our customers and end buyers, as well as supporting broader business development and customer acquisition efforts. Selling and marketing expenses accounted for 19.3% and 21.7% of our total revenues for the years ended March 31, 2025 and 2024, respectively.

General and administrative expenses

General and administrative expenses mainly comprise (i) professional service fees, including accounting, audit, legal, company secretarial, and other consultancy services necessary for our business operations; (ii) personnel support services related to administrative functions; (iii) rental and related expenses for leasing of our office premises; (iv) IT and routine telecommunications support; (v) depreciation of our property and equipment, including office equipment, furniture and fittings and leasehold improvement; and (vi) other administrative expenses, primarily bank charges, office expenses and provision for expected credit losses. General and administrative expenses accounted for 32.4% and 13.9% of our total revenues for the years ended March 31, 2025 and 2024, respectively.

Other income (expenses), net

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

Other income, net amounted to $22,088 for the year ended March 31, 2025 while other expense, net amounted to $57,451 for the year ended March 31, 2024. Other income (expenses), net, accounted for 1.0% and 4.3% of our total revenues for the years ended March 31, 2025 and 2024, respectively.

For the year ended March 31, 2025, our interest expense primarily related to a Small and Medium Enterprise (SME) Straight Line Loan, which carries a variable interest rate set at the Hong Kong Dollar Best Lending Rate plus 0.25% per annum. In comparison, interest expense for the year ended March 31, 2024 included charges on both the SME Term Loan and a loan secured by a life insurance policy insuring against the loss of the director of our Operating Subsidiary. The latter was fully repaid in January 2024. Interest expense accounted for 1.0% and 4.1% of our total revenues for the years ended March 31, 2025 and 2024, respectively.

Our other income of $9,407 for the year ended March 31, 2024 represented the gain on the surrender of the investment in the life insurance policy in December 2023, which is not within the scope of ASC 606. Other income accounted for nil and 0.7% of our total revenues for the years ended March 31, 2025 and 2024, respectively.

Income Tax

Cayman Islands and British Virgin Islands

Under the current and applicable laws of the Cayman Islands and the British Virgin Islands, we are not subject to tax on income or capital gains under these jurisdictions.

Hong Kong

Our subsidiary operated in Hong Kong is subjected to Hong Kong Profits Tax. In accordance with the two-tiered profits tax rates regime, Hong Kong Profits Tax is calculated at the tax rate of 8.25% on assessable profits of the first HK$2,000,000 (equivalent to $256,650) and 16.5% on any assessable profits in excess of HK$2,000,000 (equivalent to $256,650).

For the years ended March 31, 2025 and 2024, income tax accounted for 6.9% and 8.1% of our total revenues, respectively. Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to 6 years of assessment prior to the current year of assessment, unless in a case of fraud or willful evasion, then the investigation can be extended to cover 10 years of assessment. As of March 31, 2025 and 2024, we had no open tax investigations from these tax authorities and we do not consider that there was any uncertain tax position as of those dates.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2025 and 2024 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.

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

Revenues

Our revenues increased by 59.6% from $1,359,849 for the year ended March 31, 2024 to $2,169,980 for the year ended March 31, 2025. This increase was primarily attributable to our improved ability to deliver targeted marketing campaigns, which helped accelerate transaction closures and resulted in a higher number of property units sold by our customers to their end buyers for the year ended March 31, 2025.

We provided property consultancy services to two corporate customers in each of the two years presented, covering a total of three distinct property developers engaged in selling property units in Japan. By leveraging our enhanced consulting capabilities and deepening our understanding of local market dynamics, we delivered tailored marketing and positioning strategies that more effectively aligned with customer needs and prevailing market trends. As a result of these efforts, the total number of transactions facilitated through our property consultancy services increased to 89 for the year ended March 31, 2025, compared to 56 for the year ended March 31, 2024. Our improved execution of marketing campaigns strengthened our customers’ ability to close transactions efficiently, thereby increasing overall deal throughput. These strategic enhancements contributed directly to the significant revenue growth achieved for the year ended March 31, 2025.

Operating expenses

Selling and marketing expenses increased to $418,162 for the year ended March 31, 2025, from $295,157 for the year ended March 31, 2024. This increase was primarily driven by higher personnel related costs for sales and marketing activities, which rose to $199,800 for the year ended March 31, 2025, compared to $125,093 for the year ended March 31, 2024, reflecting the deployment of additional marketing resources to support our growing operational requirements. We also incurred increased marketing and promotion expenses, to $148,620 for the year ended March 31, 2025 from $120,963 for the year ended March 31, 2024, in line with our revenue growth and our intensified marketing efforts. In addition, travel expenses rose to $69,742 for the year ended March 31, 2025 from $49,101 for the year ended March 31, 2024, as we conducted more overseas property exhibitions and site visits for marketing campaign development and sales initiatives. These factors collectively contributed to the overall increase in selling and marketing expenses.

General and administrative expenses increased by $514,818 from $188,853 for the year ended March 31, 2024, to $703,671 for the year ended March 31, 2025. The increase was primarily attributable to a significant rise of $364,734 in professional fees related to the audit of our consolidated financial statements. In addition, occupancy costs increased to $152,569 for the year ended March 31, 2025, from $44,308 for the year ended March 31, 2024, following the commencement of a new office lease in October 2024 to accommodate our expanding operations. These factors collectively contributed to the overall increase in general and administrative expenses.

Other income (expense), net

Other income (expense), net, changed from a net other expense of $57,451 for the year ended March 31, 2024, to a net other income of $22,088 for the year ended March 31, 2025. This improvement was primarily driven by a decrease of $33,838 in interest expenses, as certain outstanding loans were repaid during the year using the surrender proceeds from an investment in a life insurance policy that had insured against the loss of the director of our Operating Subsidiary. The policy was surrendered in December 2023. In addition, we recorded a favorable change in foreign exchange differences. The Company holds Japanese Yen, which appreciated against the Hong Kong Dollars, our functional currency, resulting in a shift from a foreign exchange loss of $11,947 for the year ended March 31, 2024, to a gain of $15,761 for the year ended March 31, 2025. Furthermore, interest income earned on time deposits, along with a gain recognized upon the surrender of the life insurance investment, also contributed to the overall improvement in other income (expense), net.

Income before income taxes

We had an income before income taxes of $1,070,235 and $818,388 for the years ended March 31, 2025 and 2024, respectively. The increase in income before income taxes directly corresponded to increase in revenue, which outweighed the increase in operating expenses for the year ended March 31, 2025.

Income tax expense

Income tax expense increased from $110,042 for the year ended March 31, 2024 to $150,651 for the year ended March 31, 2025. This increase was primarily attributable to higher taxable income generated by the operating subsidiary for the year ended March 31, 2025, as a result of expanded business activities.

Net income

As a result of the foregoing factors, net income increased by 29.8% from $708,346 for the year ended March 31, 2024 to $919,584 for the year ended March 31, 2025.

Liquidity and Capital Resources

Prior to this offering, our principal sources of liquidity for financing operating activities have included bank borrowings, advances from our major shareholder and related parties, and cash flows generated from operations. We recorded net cash provided by operating activities of $1,460,040 and $472,107 for the years ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and 2024, we reported a net working capital deficit of $63,849 and a net working capital surplus of $232,979, respectively. As of March 31, 2025, we held $855,475 in cash and cash equivalents, of which $799,787 was denominated in Hong Kong Dollars, with the remainder primarily held in Japanese Yen and other currencies. As of March 31, 2024, our cash and cash equivalents totaled $1,443,880, with $1,274,234 held in Hong Kong Dollars and the remainder in Japanese Yen and other currencies. Our cash balances are primarily maintained with banks in Hong Kong.

In assessing our liquidity position, we continuously monitor and evaluate our cash on hand as well as our operating and capital expenditure commitments. Our liquidity requirements mainly relate to funding working capital, covering operating expenses, and fulfilling capital expenditure obligations. Bank loans, advances from related parties, repayment from shareholder and cash generated from operations have been utilized to finance our working capital requirements.

As of March 31, 2025, to meet our financial needs, we had an outstanding balance of $315,339 under a secured straight-line loan facility from HSBC provided under the SME Financing Guarantee Scheme introduced by the Hong Kong Government. Under the scheme, 80% of the loan is guaranteed by HKMC Insurance Limited and the loan is also personally guaranteed in full by Mr. Kin Tung Tse, the sole director of TYHK. The loan bears an interest rate at to the Hong Kong Dollar Best Lending Rate plus 0.25% per annum and is repayable in instalments in accordance with the terms of the facility agreement, with the final instalment due in May 2028. The facility does not impose any early settlement penalties. Late or overdue payments are subject to default interest at the maximum rate stipulated in the bank’s tariff and other standard charges.

In addition, as of March 31, 2025, we had outstanding amounts due from our shareholder of $596,507 and net amounts due to our related parties of $904,712, comprising amounts due from a related party of $182,270 and amounts due to related parties of $1,086,982, respectively. The amounts due from our shareholder represented advances made for his short-term personal use, which have been fully settled as of the date of this prospectus. The amounts due from a related party represented short-term advances to provide temporary liquidity while the amounts due to related parties were provided primarily to support the Company’s general funding and liquidity needs. These balances are unsecured, non-interest bearing, repayable on demand by lenders and do not contain any specific penalty provisions. As of the date of this prospectus, all amounts due from a related party as of March 31, 2025 have been fully settled, and of the amounts due to related parties as of March 31, 2025, $876,503 was settled via bank transfer on August 6, 2025. As of the date of this prospectus, we have net outstanding amounts due to our related parties and a shareholder of $478,405. For details, see “Related Party Transactions.”

We anticipate continued positive cash flows from operations and expect to sustain profitability in the coming year, supported by our ongoing business activities and operating performance. Considering all facts and information on hand, we expect our cash and cash equivalents and working capital resources are sufficient to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of our consolidated financial statements are issued.

If we are unable to have sufficient funds to finance our working capital requirements within the normal operating cycle of a twelve-months period from the date of these financial statements are issued, we may consider supplementing our available sources of funds through the following sources:

Based on the above considerations, management is of the opinion that we have sufficient funds to meet its working capital requirements and current liabilities as they become due within twelve months from the date of these consolidated financial statements are issued. However, there is no assurance that we will be successful in implementing our plans. There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our services, general market conditions and the broader capital market climate in Hong Kong, etc.

Cash Flows

The following table sets forth a summary of our cash flows for the years ended March 31, 2025 and 2024 as indicated.

Operating activities

Net cash provided by operating activities for the year ended March 31, 2025 was $1,460,040, compared to the net income of $919,584. The difference was primarily attributable to: (i) an increase of $356,657 in accrued expenses and other liabilities, mainly related to accrued professional fees for the audit of our consolidated financial statements; and (ii) an increase of $144,410 in income tax payables arising from the provision for Hong Kong Profits Tax.

Net cash provided by operating activities for the year ended March 31, 2024 was $472,107, compared to the net income of $708,346. The variance was primarily due to: (i) an increase of $339,962 in accounts receivable, resulting from heightened sales activity with our customers near year end; and (ii) an increase of $105,525 in income tax payables related to the provision for Hong Kong Profits Tax.

Investing activities

Net cash used in investing activities for the year ended March 31, 2025 was $36,929, which was entirely spent on the purchase of property and equipment.

Net cash provided by investing activities for the year ended March 31, 2024 was $441,975, representing the cash proceeds received from the surrender of an investment in a life insurance policy, which was originally entered into in May 2021 to insure against the loss of the director of our Operating Subsidiary. The policy was surrendered in December 2023.

Financing activities

Net cash used in financing activities for the year ended March 31, 2025 was $2,019,070. This was primarily attributable to the repayment of the SME Straight Line Loan totaling $87,762, payments of IPO offering costs amounting to $181,170, and net repayment to related parties and a shareholder totaling $1,750,138.

Net cash provided by financing activities for the year ended March 31, 2024 was $468,969. This primarily consisted of net advances from related parties and a shareholder totaling $1,335,605, partially offset by loan repayments amounting to $866,636.

Quantitative and Qualitative Disclosures about Market Risks

Currency risk

Our operating activities are primarily conducted in Hong Kong Dollars, which is also the functional currency of our Operating Subsidiary. Our revenue, operating activities, and most of our assets and liabilities are predominantly denominated in this functional currency. However, we are exposed to foreign exchange risk arising from transactions, recognized assets and liabilities, and net investments in foreign operations that are denominated in currencies other than our functional currency, as well as from fluctuations between our functional currency and our presentation currency.

We consider that the overall foreign exchange risk is not significant, and we have not used any instruments or derivatives to manage or hedge the risk.

Credit risks

Financial instruments that potentially subject us to the credit risks consist of cash and cash equivalents, accounts receivable, amounts due from related party, amounts due from a shareholder and other assets. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

We deposit our cash with reputable banks located in Hong Kong. As of March 31, 2025 and 2024, $855,475 and $1,443,880 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of HK$500,000 (equivalent to $64,268) and further increased to HK$800,000 (equivalent to $102,829), effective October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and we believe that we are not exposed to any significant credit risk on cash and cash equivalent.

Assets that potentially subject us to a significant credit risk primarily consist of accounts receivable, amounts due from related party, amounts due from a shareholder and other assets. We perform regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. We also assess historical collection trends, aging of receivables and general economic conditions. We consider that we have adequate controls over these receivables in order to minimize the related credit risk. As of March 31, 2025 and 2024, the balances of allowance for expected credit losses were $16,469 and $2,913, respectively.

Concentration risks

For the years ended March 31, 2025 and 2024, most of our assets were located in Hong Kong. At the same time, we consider that we were exposed to the following concentrations of risk:

The following table sets forth information as to each customer that accounted for 10% or more of our revenues for the years ended March 31, 2025 and 2024:

Customers were contractually obligated to make payments within 30 days of invoice issuance. We are entitled to payment only upon the successful execution of a preliminary sale and purchase agreements between the customers and the end buyer.

The following table sets forth information as to each customer that accounted for 10% or more of our accounts receivable, net of allowance for expected credit losses, as of March 31, 2025 and 2024:

Interest rate risk

Fluctuations in market interest rates may negatively affect our financial condition and results of operations. We are exposed to floating interest rate risk on bank deposits and bank loans, particularly during periods when the interest rate is expected to significant changes. Nevertheless, given the amounts of bank deposits and bank loans in question, we consider our interest rate risk to be manageable and not likely to cause significant disruption to the business.

As of March 31, 2025, we had outstanding bank loans of $315,339. We estimate that a 1% increase in the Hong Kong Dollar Best Lending Rate against bank loans outstanding on March 31, 2025 would result in an increase in interest expense of $3,153 per annum whilst we estimate that a 1% decrease in the Hong Kong Dollar Best Lending Rate against bank loans outstanding on March 31, 2025 would result in a decrease in interest expense of $3,153 per annum.

We have not used any instruments or derivatives to manage and hedge our interest rate risk exposure.

Off-Balance Sheet Commitments and Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

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

Commitments and Contingencies

The following table summarizes our contractual obligations as of March 31, 2025:

Other than as shown above, we did not have any significant financial and capital commitments, long-term obligations, or guarantees as of March 31, 2025.

As of March 31, 2025, we were not a party to any material legal or administrative proceedings. In addition, there were no legal or regulatory proceedings, either individually or in the aggregate, that could have resulted in an unfavorable outcome with a material adverse effect on our results of operations, consolidated financial condition, or cash flows.

As of the date of this prospectus, we did not have any loss contingencies which require to be recognized or disclosed in our consolidated financial statements.

Seasonality

The nature of our business does not appear to be affected by seasonal variations. We may experience fluctuations in demand due to heightened or weakened economic conditions, geopolitical events, and shifts in trade patterns in areas where we operate.

Trend Information

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

Inflation

Whilst inflation has been a global issue impacting many countries around the globe, inflation in Hong Kong has not materially affected our results of operations in recent years. According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index rise by 1.0% for the years ended March 31, 2025 and 2024. Although we have not been affected by inflation at this point in time, we may be affected if Hong Kong and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.

Significant Accounting Policies and Critical Accounting Judgments and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition and; (ii) accounts receivable, net. See Note 3 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimate involves the most significant judgments used in the preparation of our financial statements.

Critical Accounting Estimates

Allowance for expected credit losses against financial assets

We assess the allowance by pooling relevant financial assets that have similar risk characteristics and evaluates receivable individually when specific assets no longer share those risk characteristics. We determine the expected credit losses based on aging data, historical collection experience, customer specific facts, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect form counterparties. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We continue to evaluate the reasonableness of the allowance policy and update it if necessary. As of March 31, 2025 and 2024, the balance of allowance for expected credit losses against financial assets were $16,469 and $2,913, respectively.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 3 to the consolidated financial statements, “Summary of Significant Accounting Policies”.

OUR CORPORATE STRUCTURE AND HISTORY

Corporate Structure

We were incorporated on June 24, 2025, in the Cayman Islands as an exempted company with limited liability under the name TY AM Group (Holdings) Limited, primarily for the purpose of serving as the listing vehicle in connection with our proposed initial public offering. Our Group operates through a holding company structure, with our business conducted through our indirectly wholly owned Hong Kong operating subsidiary, TY Property HK Limited.

TY Property HK Limited was established in 2019 and has been the main operating entity of our Group, providing property consultancy services to developers of residential and BnB properties in Japan. In preparation for our initial public offering, we completed a corporate reorganization, which was implemented through the following steps:

In addition, on August 12, 2025, Daylight Victory Investment Limited, our controlling shareholder, sold and transferred an aggregate of 30,249 Ordinary Shares of our Company, i.e. approximately 2.42% of all issued shares of the Company on August 12, 2025, to several unaffiliated third-party investors in a private transaction for a total consideration of HKD9,500,000 (approximately USD1,221,095). See “Prospectus Summary- Recent Development.”

On August 12, 2025, Daylight Victory Investment Limited made a gift and transferred of an aggregate of 7,668 Ordinary Shares, i.e. approximately 0.61% of all issued shares of the Company on August 12, 2025, to Mr. Kin Tung Tse’s father-in-law (Mr. Ho Keung Kwong), mother-in-law (Ms. Fung Yee Man), sister-in-law (Ms. Wing Sze Joyce Kwong), and daughter (Ms. Cheuk Yan Tse). On August 12, 2025, Daylight Victory Investment Limited made a gift and transferred of 25,000 Ordinary Shares, i.e. approximately 2.00% of all issued shares of the Company on August 12, 2025, to Yuet King Yim, a non-affiliated third party. The transfer was conducted as non-cash consideration and did not involve issuance of any new Ordinary Shares by the Company. See “Prospectus Summary- Recent Development.”

Upon completion of the reorganization, our Group’s operating business is held through the Hong Kong Operating Subsidiary, TY Property HK Limited, which is indirectly wholly owned by TY AM Group (Holdings) Limited through TY AM Investment Limited. Following the reorganization, 94.97% of all issued shares of the Cayman holding company are held by the Top BVI Co, ultimately owned by Mr. Tse.

Mr. Kin Tung Tse was the sole beneficial owner of our Operating Subsidiaries before the reorganization. Following the completion of the reorganization and prior to the IPO, he holds 94.97% of the equity interests in our Cayman holding company through the Top BVI Co.

Following the completion of the reorganization, on December [ ], 2025, the shareholders of the Company resolved to subdivide each authorized share of par value of $0.0001 into 16 shares of par value of $0.00000625. As a result of the subdivision, the Company was authorized to issue 8,000,000,000 ordinary shares of par value of $0.00000625 each and a total of 20,000,000 shares of par value of $0.00000625 each were issued and outstanding. The share subdivision was completed on December [ ], 2025. The issuance and subdivide of these shares are considered as a part of the Company’s reorganization and recapitalization prior to completion of its initial public offering and is retroactively applied as if the transaction occurred at the beginning of the period presented.

Chart 1 Corporate Structure Before the Reorganization

Chart 2 Corporate Structure After the Reorganization

INDUSTRY OVERVIEW

The information contained in this section and elsewhere in the prospectus have been derived from various official government and other publications generally believed to be reliable and the market research report prepared by Migo Corporation Limited (“MIGO”) and commissioned by TY AM Group (Holdings) Limited. All information and data presented in this section is derived from MIGO’s industry report, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Economy in Japan

According to data from the International Monetary Fund (IMF), Japan’s economy in 2025 is projected to retain its position as the third-largest economy in the world by Gross Domestic Product (GDP), following the United States and China. With an estimated GDP of approximately USD5.58 trillion, Japan will continue to lead globally in advanced manufacturing, robotics, and high-tech innovation. driving growth in tourism, infrastructure, and related industries. After three decades of near-zero inflation, Japan’s economy appears poised to reach a new equilibrium, with inflation sustained at the Bank of Japan’s 2% target.

Above-inflation wage growth is anticipated to strengthen in 2025, enhancing households’ disposable income and fueling consumption. Private investment is also projected to remain robust, supported by high corporate profits and accommodative financial conditions. In addition, sustained growth in tourism and steady domestic demand will further contribute to economic expansion. These developments, coupled with Japan’s focus on innovation and structural reforms, position the nation to maintain its critical role in the global economy and solidify its leadership in key industries.

In 2024, Japan’s full-year GDP was approximately USD5.57 trillion, marking a modest 0.1% year-on-year (YoY) increase. Looking ahead, steady growth is forecasted, with GDP projected to rise from USD 5.58 trillion in 2025 to USD5.74 trillion by 2030, reflecting a moderate yet sustainable compound annual growth rate (CAGR) of 0.6%. These projections underscore Japan’s ability to navigate demographic challenges while maintaining its economic stability and innovation-driven growth. The following chart illustrates the real GDP and growth rate in Japan from 2019 to 2030 (forecast).

Source: IMF, MIGO

Overview of the Property Investment Consultation Services Market in Japan

Japan property investment consultancy services market has experienced rapid growth, fueled by a rising global interest in Japanese real estate. With Japan’s reputation for political stability, a robust economy, and a thriving tourism sector, the country has become an attractive destination for foreign investors seeking solid investment opportunities. Additionally, the country’s relatively attractive property yields and diverse investment options across major urban centers, such as Tokyo, Osaka, and Kyoto, further enhance its appeal.

Engaging Japan property investment consultant is a common industry practice, particularly for assisting overseas investors in purchasing Japanese properties. Investors from regions such as Greater China and Southeast Asia are increasingly eager to explore the Japanese property market. To meet this growing demand, specialized property consultants are essential in providing a comprehensive suite of tailored services for overseas buyers. These services include delivering real-time, accurate market insights and analyses to support informed investment decisions, guiding clients through Japan’s intricate regulatory framework—covering visa requirements, property ownership laws, and tax obligations—and facilitating direct access to high-potential properties curated by reputable Japanese developers and real estate agencies.

Source: MIGO

Exhibition and Promotion of Property Sales Overseas

Japanese property exhibitions and sales events are regularly held in major Asian cities and on online platforms, attracting numerous individuals and institutions interested in investing in Japanese real estate. At these events, investment consultants, developers, real estate agents, and financial institutions showcase popular properties, answer questions about the purchasing process, and offer participants exclusive deals and opportunities for one-on-one consultations. For those looking to seize on investment opportunities in Japanese real estate property, these exhibitions serve as a crucial channel for gathering information, comparing properties, and accessing professional services.

Source: MIGO

The Role of Japan Property Investment Consultancy in International Promotion

Japan property investment consultants play a vital role in facilitating networking events and personalized consultations. Besides large-scale exhibitions, they organize more intimate gatherings such as property exhibitions, private previews, and VIP receptions. These events foster deeper engagement, enabling potential buyers to inquire about details, discuss financing options, and build rapport with developers or project managers. One-on-one consultations provide tailored guidance aligned with each client’s investment goals, risk appetite, and preferences. These sessions help address concerns, clarify regulations, and simplify decision-making, ensuring clients feel understood and supported throughout their property search.

Coordinating Marketing Campaigns Targeting Foreign Investors

Effective campaigns for attracting international investors involve creating multilingual marketing materials that resonate across diverse cultures. Customizing content to suit specific markets enhances relevance and connection. Utilizing diverse channels—such as social media and local partnerships—broadens reach and amplifies visibility. Digital marketing combined with local insights allows property companies to strengthen their presence and appeal in targeted regions.

Facilitating Networking Events and One-on-One Consultations

Hosting exhibitions and private previews offers exclusive opportunities for investors to gain market insights, explore upcoming projects, and network with industry professionals. Personalized consultations further build trust by addressing individual needs and concerns, elevating the buyer’s experience. These interactions position the company as a dependable partner, strengthening client relationships and facilitating informed investment decisions.

Providing Post-Purchase Support and Property Management Solution

After purchase completed, ongoing support helps sustain positive client relationships. Recommending property management services—including rental management, maintenance, and tenant relations—maximizes returns and alleviates concerns. Offering comprehensive post-sale assistance demonstrates commitment to client satisfaction, understanding the challenges faced by international investors, and strengthening trust. This proactive approach ensures a seamless experience, encouraging repeat business and referrals.

Market Size

According to MIGO, the Japan investment property consultancy services market has demonstrated significant growth and resilience over the past decade. Its value increased from JPY280 billion in 2019, driven by heightened inbound demand, activities related to the Tokyo Olympics 2020, and a notable influx of Asian investors. The market experienced a temporary decline to JPY260 billion in 2020 due to the COVID-19 pandemic, which also accelerated the adoption of online consulting services. A robust recovery followed, with the market reaching JPY300 billion in 2021 as urban investment demand rebounded, and further expanding to JPY315 billion in 2022 supported by the return of foreign investors and the emergence of real estate crowdfunding. By 2023, the market slightly decreased to JPY300 billion due to a weaker yen and interest rate risks.

The upward trend continued into 2024, with the market reaching JPY320 billion and beyond. Investment demand in major cities like Tokyo and Osaka increased, spurred by new tax-free savings schemes and liberalized asset management options. The diversification of consulting needs driven by PropTech innovations, growing interest in regional city investments, and the anticipated full recovery of inbound tourism and revitalization projects in commercial facilities are expected to further propel the market, with an estimated value of JPY331 billion by 2030. Large-scale events such as the Integrated Resorts (IR) and Osaka Expo 2025 are anticipated to boost demand from Asian investors. The following chart illustrates the forecasted of the Japan investment property consultancy market from 2019 to 2030 (forecast).

Source: MIGO

Market Drivers

Advantages of Japanese Real Estate

Japanese real estate offers numerous benefits, including robust ownership protection through fee simple ownership, which poses no disadvantages for non-residents. The transaction process is transparent and governed by well-established regulations, with property registration managed by the Legal Affairs Bureau and transactions conducted by certified licensed agents. Additionally, fees are clear and standardized. Japan is also renowned for its highly advanced construction standards. Building codes were established in 1950, and government approval is required for all construction projects. The country enforces strict earthquake-resistance standards, first introduced in 1920 and updated in 1981. Moreover, Japan’s strong economic standing — the third-largest GDP globally, the 10th largest population, and a stable international currency (JPY) — further enhances its real estate appeal.

Freehold Ownership

The most prevalent form of real estate ownership in Japan is freehold ownership (fee simple), which provides absolute and perpetual ownership. In Japan, land and buildings are treated as separate entities, resulting in two distinct types of ownership: ownership of the land and ownership of the building. Unlike in some other countries, Japanese real estate regulations do not differentiate between domestic and foreign owners. Non-residents enjoy equal rights and face no regulatory barriers when purchasing property in Japan.

Tourism and Hospitality Growth

Despite global challenges, according to the Japan Tourism Agency, Japan’s tourism and hospitality sector is booming, with 36.87 million international visitors in 2024 surpassing pre-pandemic levels, driven by cherry blossom season, Expo 2025 in Osaka, and a weak yen boosting spending power. The Japanese government is tackling over tourism with regional dispersal strategies, tech-driven crowd management, and new policies like the upcoming Japan Electronic Travel Authorization (JESTA), while the hospitality industry expands with luxury hotel openings and sustainable tourism initiatives. As Japan aims for 60 million annual visitors by 2030 is projected to grow at a CAGR of approximately 13.3% from 2023, it seeks to balance economic growth with preserving cultural and environmental integrity. The following chart illustrates the number of tourists visiting Japan from 2019 to 2030 (forecast).

Source: JTA, MIGO

Diversity of tourism nationality

According to JTA, hostel accommodation operators are required to submit periodic reports to prefectural governors every two months, detailing the number of occupied days for registered residences. The JTA compiles and summarizes these lodging results. As of January 31, 2025, there were 29,636 registered residences. By March 14, 2025, operators had submitted 23,672 reports, resulting in a reporting rate of 79.9%. The Japan hostel market has experienced explosive growth, with total overnight stays reaching 378,001 nights, reflecting a 157.9% YoY increase. Registered hostel achieved an average occupancy of 16.0 days.

Total guest arrivals reached 417,662 visitors, a 157.6% YoY increase, with an average of 17.6 guests per registered hostel. Japanese nationals totaled 159,534 (38.2% of all guests), growing 118.0% compared to the same period last year, while foreign guests numbered 258,128 (61.8%), rising 198.9% YoY. Among foreign guests, the top five nationalities were China, South Korea, United States, Taiwan, and Australia, collectively accounting for 58.4% of foreign visitors. By region, East Asia dominated with 47.4% of total guests (up from 36.5% last year), followed by Southeast Asia at 19.4% and North America at 11.8%, highlighting a strong recovery in international travel, particularly from East Asia. The following chart illustrates the breakdown of foreign guests by nationality in 2025.

*As of March 14, 2025

Source: JTA, MIGO

Competitive Landscape

Emergence of one-stop consultancy service provision

In Japan, corporations and individual clients are increasingly seeking property investment consultation services to meet evolving house and investment demands. A growing number of firms are turning to one-stop, integrated property investment consultation services. These services focus on stakeholder engagement to assist companies in building sustainable, scalable production systems, managing carbon footprints, auditing environmental impact, overseeing employee management, mitigating supply chain risks, liaising with institutional investors, and formulating effective property investment consultation strategies.

According to Migo, the property investment consultation services market in Japan is becoming increasingly competitive, driven by regulatory reforms, advancements in housing app technologies, and the rising demand for investment-suitable developments in terms of scale and configuration. The consultation services industry not only faces traditional competitors, such as local real estate agencies and established property developers, but also emerging competitors, including consulting companies and internet platforms. These emerging competitors often possess stronger innovation capabilities, more flexible business models, lower operating costs, and superior customer experiences, which have created significant impacts and challenges for the investment services industry. Despite the heightened competition, major local firms such as Mitsui Fudosan Realty, Sumitomo Realty & Development, Daiwa House Group, Tokyu Livable, and Nomura Real Estate continue to dominate the industry.

Entry Barriers

Cultural and Language Barriers

Foreign investors often face challenges navigating Japan’s property investment consultation services market due to cultural differences and language barriers. Consultants who can effectively bridge these gaps are highly valued but must invest in multilingual staff and culturally sensitive practices.

Brand reputation

Access to local single-owned corporations and landlords is critical for hostel property investment consultancy services, as it demands a strong brand reputation and effective execution. Established consultants with a proven track record of successful project delivery and extensive experience have likely already built their reputation and market presence, making it challenging for new entrants to compete. Leading market players benefit from well-established reputations and effective marketing channels, which make them more appealing to new clients while ensuring the retention of existing ones. In contrast, new entrants must invest significant time and resources to build credibility and acquire clients in this competitive sector. As a result, established market participants hold a clear advantage in expanding their business networks and attracting new clients, making them more competitive in the rapidly growing hostel property investment consultancy market.

Industry Expertise

Providing property investment consultation services in Japan requires deep industry knowledge, including an understanding of regulatory requirements, local market dynamics, and tenant-specific needs. Experienced professionals who can navigate evolving market conditions and deliver professional property investment services are essential assets. Leading market participants often offer competitive remuneration packages and career opportunities, enabling them to attract and retain top talent, further solidifying their market position.

Comprehensive Services

Clients increasingly prefer hostel property investment consultants who provide comprehensive, integrated services. By offering one-stop solutions for property acquisition, investment strategy, leasing, and portfolio management, consultants can better address client needs and secure long-term relationships. Additionally, there is a growing expectation for high-quality services that align with stringent regulatory standards and evolving customer requirements.

Investors are increasingly incorporating property investment consulting into their decision-making processes to assess material risks and identify expansion opportunities. This demand is fueled by investor needs as well as requirements from multinational corporations and real estate funds. The Japanese property investment consulting market is both highly fragmented and competitive, with a significant number of participants due to relatively low entry barriers and growing demand. However, identifying leading market players remains challenging without access to sufficient market data. Given excellent experience and strong client base will help to capture opportunities in Japan hostel property consultation industry as well as to expand the business line.

BUSINESS

Overview

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability on June 24, 2025. As a holding company, we, through our indirectly wholly-owned Operating Entity, TY Property HK Limited (“TY”), are a service provider that provides property consultancy services to facilitate the sale of property units in Japan by our customers to their end buyers. Our business focuses on facilitating the sale of property units in Japan by offering customized marketing support, buyer sourcing, and support in sale negotiation. We do not own or sell any real estate ourselves, nor do we act as a broker. Instead, we provide professional consultancy to assist our customers—primarily property developers and real estate agencies—in connecting with end buyers, many of whom are overseas investors. Headquartered in Hong Kong, we have established a strong operational presence in key Japanese markets, particularly in Niseko and Osaka.

Our value proposition lies in the depth of our understanding of Japanese real estate dynamics and our ability to deliver integrated marketing campaigns tailored to each project. Our service offerings cover the full marketing lifecycle, from campaign design and material production to on-site promotions, buyer referrals, and support throughout the transaction process.

Our Corporate History and Structure

We were incorporated on June 24, 2025, in the Cayman Islands as an exempted company with limited liability under the name TY AM Group (Holdings) Limited, primarily for the purpose of serving as the listing vehicle in connection with our proposed initial public offering. Our Group operates through a holding company structure, with our business conducted through our indirectly wholly owned Hong Kong operating subsidiary, TY Property HK Limited. Upon incorporation, on June 24, 2025, we issued one ordinary share to AGS Nominees 1 Limited. On the same day, AGS transferred this one Ordinary Share to Daylight Victory Investment Limited, a company wholly owned by our chairman of the board of directors, Mr. Tse. Subsequently, on July 22, 2025, we issued an additional 1,249,999 Ordinary Shares to Daylight Victory Investment Limited for a total consideration of US$124.9999, or US$0.0001 per share.

TY Property HK Limited was established in 2019 and has been the main operating entity of our Group, providing property consultancy services to property developers and real estate agencies. In preparation for our initial public offering, we completed a corporate reorganization, which was implemented through the following steps:

In addition, on August 12, 2025, Daylight Victory Investment Limited, our controlling shareholder, sold and transferred an aggregate of 30,249 Ordinary Shares of our Company, i.e. approximately 2.42% of all issued shares of the Company on August 12, 2025, to several unaffiliated third-party investors in a private transaction for a total consideration of HKD9,500,000 (approximately USD1,221,095). See “Prospectus Summary- Recent Development.”

On August 12, 2025, Daylight Victory Investment Limited made a gift and transferred of an aggregate of 7,668 Ordinary Shares, i.e. approximately 0.61% of all issued shares of the Company on August 12, 2025, to Mr. Kin Tung Tse’s father-in-law (Mr. Ho Keung Kwong), mother-in-law (Ms. Fung Yee Man), sister-in-law (Ms. Wing Sze Joyce Kwong), and daughter (Ms. Cheuk Yan Tse). On August 12, 2025, Daylight Victory Investment Limited made a gift and transferred of 25,000 Ordinary Shares, i.e. approximately 2.00% of all issued shares of the Company on August 12, 2025, to Yuet King Yim, a non-affiliated third party. The transfer was conducted as non-cash consideration and did not involve issuance of any new Ordinary Shares by the Company. See “Prospectus Summary- Recent Development.”

Upon completion of the reorganization, our Group’s operating business is held through the Hong Kong Operating Subsidiary, TY Property HK Limited, which is indirectly wholly owned by TY AM Group (Holdings) Limited through TY AM Investment Limited. Following the reorganization, 94.97% of all issued shares of the Cayman holding company are held by the Top BVI Co, ultimately owned by Mr. Tse.

Mr. Kin Tung Tse was the sole beneficial owners of our Operating Subsidiaries before the reorganization. Following the completion of the reorganization and prior to the IPO, he holds 94.97% of the equity interests in our Cayman holding company through the Top BVI Co.

Share Subdivision

On December [ ], 2025, the shareholders of the Company resolved to subdivide each authorized share of par value of $0.0001 into 16 shares of par value of $0.00000625. As a result of the subdivision, the Company was authorized to issue 8,000,000,000 ordinary shares of par value of $0.00000625 each and a total of 20,000,000 shares of par value of $0.00000625 each were issued and outstanding. The share subdivision was completed on December [ ], 2025. The issuance and subdivide of these shares are considered as a part of the Company’s reorganization and recapitalization prior to completion of its initial public offering, and is retroactively applied as if the transaction occurred at the beginning of the period presented.

Chart 1 Corporate Structure Before the Reorganization

Chart 2 Corporate Structure After the Reorganization and Before this Offering³

Chart 3 Corporate Structure After this Offering 

Our Services

We provide a comprehensive suite of real estate consultancy services to support our customers—primarily property developers and real estate agencies—in marketing and facilitating the sale of residential and BnB property units located in Japan. Our service offerings cover the full marketing and sales lifecycle, from early project planning and positioning to support sale negotiation. We focus on outbound investor targeting and customized campaign execution, leveraging our deep industry knowledge and extensive buyer network to generate leads and convert them into completed transactions. The services we offer include the following:

Strategic Marketing Consulting

We work closely with our developer clients to understand the unique selling points of each project and formulate a tailored marketing campaign. This process typically begins with an internal analysis of the property’s features and potential investor appeal, followed by planning sessions to determine optimal pricing strategies, promotional channels, and communication tactics. On average, our campaign planning takes approximately one month prior to launch. We then roll out advertisements across various media platforms, including online channels, newspapers, and Mass Transit Railway (MTR) ads, to attract qualified leads. Once initial interest is generated, we continuously monitor lead feedback and conversion rates. If early indicators suggest strong buying incentives and favorable market reaction, we escalate promotional efforts by organizing hotel-based events. These events—planned over a three-week timeline—serve as high-impact touchpoints for direct buyer engagement and have proven effective in accelerating decision-making.

Creative Design & Branding

We develop a full suite of promotional materials—including project brochures, digital media content, floor plan illustrations, and promotional videos. These materials are designed to clearly communicate each property’s value proposition and comply with relevant advertising laws in the jurisdictions where they are distributed. All design and promotional efforts are performed by our in-house marketing team.

Lead Generation & Buyer Referrals

We leverage our extensive network of investor contacts, agencies, and past clients to identify and refer qualified potential buyers including individual investors mainly from Hong Kong, Singapore, Thailand, US. Our team initiates direct outreach, organizes one-on-one client sessions, and maintains long-term investor relationships to facilitate repeat transactions.

On-the-Ground Promotion

We coordinate and host property exhibitions, roadshows, and seminars at hotels and other venues across key investor hubs including Hong Kong, Singapore, Thailand, and Malaysia. These events serve as a primary platform for showcasing our customers’ properties and facilitating face-to-face engagement with prospective buyers. On average, we host approximately 25 events per year, each yielding about 5 to 10 completed deals. Our services include venue coordination, event logistics, marketing material preparation, and presentation delivery to ensure a professional and high-impact promotional experience.

We typically enter into fixed-fee contracts with customers, with consideration tied to the number of preliminary sale and purchase agreement executed. Contracts are not subject to discounts or rebates. Our involvement typically concludes upon the signing of the reservation form by the buyers. We do not provide after-sales follow-up services, and no post-sale responsibility is retained once the initial reservation is secured.

Market Opportunity

Japan’s real estate market has seen a resurgence in institutional interest in recent years, with global investors acquiring large-scale assets and development portfolios. Key drivers include cherry blossom season, Expo 2025 in Osaka, and a weak yen boosting spending power, all of which are expected to significantly boost tourism and property demand. The Japanese government is tackling over tourism with regional dispersal strategies, tech-driven crowd management, and new policies like the upcoming Japan Electronic Travel Authorization (JESTA), while the hospitality industry expands with luxury hotel openings and sustainable tourism initiatives. As Japan aims for 60 million annual visitors by 2030 is projected to grow at a CAGR of approximately 13.3% from 2023, it seeks to balance economic growth with preserving cultural and environmental integrity.

According to Migo, the Japan’s private lodging market is projected to grow at a CAGR of approximately 8%, reaching JPY650 billion by 2030. This growth will be driven by the government’s Visit Japan 2030 initiative, which aims to attract 60 million international tourists. Large-scale events, such as Integrated Resorts (IR) and the Osaka Expo 2025, are expected to further boost demand for long-term lodging. For further information regarding the industry in which we operate, please see “Industry Overview.”

Our Competitive Strengths

We believe that the following strengths have contributed to our success and differentiate us from our peers:

Extensive Industry Experience

With over 6 years of experience in real estate consulting, we have developed a deep understanding of buyer behavior, market dynamics, and needs of property developers. Our expertise enables us to provide tailored solutions to our clients and support them throughout the project marketing and sales cycle.

Strong Network of Property Agencies and Buyer Connections

Over the years of operation, we have developed a robust network of overseas investors. This network provides our clients with access to motivated and well-informed buyers seeking investment opportunities in Japan, accelerating sales cycles and increasing conversion rates.

Targeted Geographic Focus

Our exclusive focus on the Japanese real estate market enables us to build specialized market knowledge, local insights, and relationships that differentiate us from broader real estate service providers. We understand regional buyer preferences, local regulations, and development trends in key markets such as Niseko and Osaka.

High-Quality, Customized Marketing

We deliver professional, tailored marketing strategies that enable developers to position and promote their properties more effectively in a competitive market.

Proven Buyer Engagement

We organize frequent hotel-based seminars and promotional events, which serve as key platforms to showcase our clients’ developments and attract prospective buyers. These events have helped drive meaningful buyer interest and support successful project launches.

Integrated, End-to-End Service Model

We offer a full suite of marketing and sales facilitation services, covering everything from campaign planning and design to investor targeting and transaction support. Our vertically integrated service model allows us to provide tailored solutions that improve marketing efficiency and enhance customer experience.

Comprehensive Buyer Support and Negotiation Assistance

Our services extend beyond marketing—we also assist in guiding potential buyers through the purchasing process. This includes presenting the features of our clients’ developments, explaining transaction procedures, and supporting decision-making discussions to facilitate conversions.

Experienced and Visionary Leadership

Our business is led by founders with extensive experience in real estate development, marketing, and investor engagement. The leadership team’s close involvement in day-to-day operations ensures responsive decision-making and a consistent strategic vision as we expand.

Our Growth Strategies

We are focused on driving sustainable growth by expanding our customer base, enhancing our service offerings, increasing brand visibility, and strengthening operational capacity. As demand for short-term rental investments in Japan continues to grow among overseas buyers, we believe we are well positioned to scale through the following strategic initiatives:

Expanding Customer Base

We aim to grow our customer base by targeting new property developers and real estate investment groups that are actively seeking to market their Bed and Breakfast (“BnB”) and residential developments in Japan. We intend to focus particularly on developers looking to access international capital and buyer pools, leveraging our cross-border marketing capabilities and established investor networks.

Growing Our International Investor Network

We will continue building our database of overseas investors from markets such as Hong Kong, Singapore, Thailand, Malaysia, and the United States. By nurturing relationships through ongoing communication, event engagement, and referral channels, we aim to increase repeat buyer activity and build a loyal investor community focused on Japanese property.

Enhancing and Differentiate Our Service Offerings

We plan to introduce new value-added services to differentiate our consultancy model and drive client retention. These may include expanded project analytics, customized market reports, investment profiling, and digital marketing campaign tracking.

Increasing Brand Visibility

We will expand our on-the-ground event presence by increasing the number and scale of property exhibitions and investor seminars in key markets. Additionally, we plan to invest further in digital marketing infrastructure, including social media, Customer Relationship Management (“CRM”) systems, and lead generation tools, to strengthen both brand awareness and buyer conversion.

Strengthening Internal Capabilities

As we scale, we intend to enhance our internal capacity by hiring experienced professionals across marketing, client services, and project management. We will also continue to refine our internal systems and workflows to improve project execution speed, service consistency, and data-driven decision-making.

Competition

In Japan, corporations and individual clients are increasingly seeking property investment consultation services to meet evolving house and investment demands. A growing number of firms are turning to one-stop, integrated property investment consultation services. These services focus on stakeholder engagement to assist companies in building sustainable, scalable production systems, managing carbon footprints, auditing environmental impact, overseeing employee management, mitigating supply chain risks, liaising with institutional investors, and formulating effective property investment consultation strategies.

According to Migo, the property investment consultation services market in Japan is becoming increasingly competitive, driven by regulatory reforms, advancements in housing app technologies, and the rising demand for investment-suitable developments in terms of scale and configuration. The consultation services industry not only faces traditional competitors, such as local real estate agencies and established property developers, but also emerging competitors, including consulting companies and internet platforms.

Additionally, the Japanese real estate industry is dominated by major players such as Mitsui Fudosan Realty, Sumitomo Realty & Development, Daiwa House Group, Tokyu Livable, and Nomura Real Estate. These firms primarily focus on high-end, long-term residential developments intended for local Japanese residents. In contrast, we differentiate ourselves by focusing on a niche yet growing segment of the market—BnB developments designed for short-term rentals. Our core challenge lies in educating international investors on this new category of property investment, which differs significantly from traditional long-term rental housing. As BnB developments represent a newer and less familiar investment vehicle, especially for overseas buyers, our team invests substantial effort in building awareness, showcasing the value proposition, and guiding prospective investors through the unique operational and regulatory aspects of short-term rental properties in Japan.

Operation

We operate a streamlined, project-based business model focused on delivering customized marketing and sales facilitation services for Japanese residential and BnB property developments. Our operations encompass marketing planning, campaign execution, investor servicing, and internal coordination, all aimed at supporting the sale of Japanese real estate to overseas buyers. The typical operational workflow proceeds as follows:

Chart 3 Operation Flow Chart

Customers

We currently derive revenue from a small number of customers. In the fiscal year ended March 31, 2025, we generated revenue from two major customers: TY Property Japan Limited and Deluxe Property Development Limited, which accounted for 65.2% and 34.8% of total revenue, respectively.

Starting April 1, 2025, and continuing through the date of this prospectus, we have secured two new consultancy service agreements: one for the “Victoria Garden III” project with TY Property Development Limited which is a new customer, in September 2025, and another for “Sky City” with our existing customer, Japan Land Property Consultants Limited in November 2025.  These agreements reflect our ongoing commitment to diversifying our client base and expanding our project portfolio.

All of our current customers are considered related parties, and we have entered into written service agreements with all related parties customers. While this business model and structure have allowed for streamlined operations and consistent business volume, we recognize that future growth will depend on our ability to broaden our customer base and diversify sources of revenue. While these engagements represent our current business activities, the continued pursuit of new customers and additional projects remains a key strategic objective for our Company. We are strategically focused on expanding our client base and securing new projects as part of our vision for sustained growth and market leadership. 

We earn revenue by charging a fixed fee per unit successfully sold by our clients, with revenue recognized upon the execution of preliminary sale and purchase agreements. Although the terms of the contracts may vary, the material terms that are generally contained are set out below:

Employees

As of March 31, 2025, we employed a total of seven full-time employees. The following table sets forth a breakdown of our employees by function. We consider our relationship with our employees to be stable, and we have not experienced any significant labor disputes or turnover that has disrupted operations.

Suppliers

We do not engage in any manufacturing or procurement of raw materials and therefore do not rely on any suppliers in our business operations. All marketing, promotional, and consulting services are provided in-house by our team. As a result, we do not maintain supplier relationships, nor do we incur costs associated with materials sourcing or supply chain management. Our service model allows us to retain full control over project quality, execution timelines, and cost structure, while minimizing dependencies on third-party vendors.

Sales and Marketing

Our sales and marketing efforts are centered on helping our customers—primarily property developers and their affiliates—promote and sell Japanese real estate to overseas buyers. While we do not sell property ourselves, we play an active role in designing and executing campaigns that connect developers with prospective investors. We do not use an independent sales agent, and all marketing and sales functions are performed by our internal team. We have adopted a multi-channel, project-based approach to sales and marketing that includes the following components:

Property Exhibitions and Seminars. We organize and participate in approximately 25 real estate promotional events each year, hosted in high-traffic venues such as hotels and shopping malls across major investor markets, including Hong Kong, Singapore, Thailand, and Malaysia. These exhibitions and seminars provide a direct platform for our customers to present their projects to potential buyers through presentations, Q&A sessions, and promotional material distribution. We manage end-to-end logistics, content preparation, and on-site engagement to ensure professional event execution and high-impact results.

Digital Marketing and Online Campaigns. Our digital marketing strategy leverages both online and offline platforms to generate investor interest and lead traffic. We conduct ongoing campaigns across Facebook and Instagram, and run advertisements in major newspapers such as Headline Daily, Ming Pao, Sing Tao, The Standard, and Hong Kong Economic Times (HKET). In addition, we utilize high-visibility placements in the MTR transit system to further boost reach. Collectively, these efforts generate approximately 8,000 buyer leads annually, which are funneled into in-person events or direct consultation sessions for conversion.

Tailored Project Marketing. Each project is supported by a dedicated campaign strategy tailored to its location, price point, and buyer profile. This may include bilingual brochures, promotional videos, project mini-sites, and media buys. Our in-house marketing team coordinates closely with customers to ensure consistency in messaging and branding across materials and platforms. Our ability to deliver customized marketing support and maintain deep engagement with overseas buyers has contributed significantly to our repeat business and sustained demand from affiliated developers.

Seasonality

The nature of our business does not appear to be affected by seasonal variations. We may experience fluctuations in demand due to heightened or weakened economic conditions, geopolitical events, and shifts in trade patterns in areas where we operate. 

Insurance

We consider our insurance policies to be adequate and in line with the industry standard. As of the date of this prospectus, we have maintained the key insurance policies in relation to employees’ compensation and office insurance for our employees that include work injury under the regulatory requirements in Hong Kong. As of the date of this prospectus, we had not made any material claims on insurance.

Licenses, Permits and Approvals

As of the date of this prospectus, our Operating Subsidiary received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, including but not limited to their business registration certificates. We believe we are not in violation of any of the laws and regulations listed applicable to our operations in Hong Kong. However, complying with applicable legal and regulatory requirements can be highly technical and subject to varying interpretations. We may, from time to time, become aware of instances where our products and services have not fully complied with requirements under applicable laws and regulations. When we become aware of such an instance, whether as a result of our compliance reviews, regulatory inquiry, consumer complaint or otherwise, we generally conduct a review of the activity in question and determine how to address it, such as modifying the product, providing refunds or taking other remedial actions.

Intellectual Property

Patents and Copyright

As of the date of this prospectus, we do not currently own any patents or copyrights.

Trademarks

As of the date of this prospectus, we have registered the following trademarks. In addition, TY AM Investment Limited , another wholly-owned subsidiary of TY Holdings has made applications for the same trademarks below in other jurisdictions.

Trademark	Registration Number	Place of Registration	Name of Applicant	Class	Date of Registration	Expiry Date
	304434868	Hong Kong	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	February 14, 2018	February 13, 2028
	N/134679	Macau	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	August 6, 2018	August 6, 2032
	6097847	Japan	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	November 16, 2018	November 16, 2028
	1984831	Taiwan	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	May 1, 2019	April 30, 2029

Trademark	Registration Number/Serial Number	Place of Application	Name of Applicant	Class	Filing Date	Status
	40202519482Y	Singapore	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	April 8, 2025	Pending (Under Examination)
	306981779	Hong Kong	TY Property HK Limited (東日日本物業顧問香港有限公司)	36	July 31, 2025	Pending (Under Examination)
	99325341	US	TY Property HK Limited (東日日本物業顧問香港有限公司	36	August 7, 2025	Awaiting Examination

As of the date of this prospectus, we have registered the following domain name:

Properties

As of the date of this prospectus, we lease two office properties in Hong Kong for our administrative and operational functions. We do not own any real estate assets. The following table sets forth details of our leased properties:

We believe our existing facilities are adequate for our current operations. We will continue to evaluate our space requirements as our business grows and may seek additional space if needed.

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the fiscal years ended March 31, 2025 and 2024 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

REGULATIONS

The section sets forth a summary of the material laws and regulations applicable to our business operations in Hong Kong and Japan.

LAWS AND REGULATIONS RELATING TO OUR BUSINESS IN HONG KONG

Laws and Regulations relating to Estate Agent

Estate Agents Ordinance (Chapter 511 of the Laws of Hong Kong), which came into full effect in Hong Kong on August 8, 1997, regulates estate agency activities and requires individuals and entities engaging in estate agency work to be licensed by the Estate Agents Authority. This ordinance sets out licensing requirements, codes of conduct and compliance obligations, including but not limited to the use of prescribed forms and disclosure standards. Non-compliance may result in disciplinary action, fines or suspension or revocation of licenses.

Estate Agents (Exemption from Licensing) Order (Chapter 511B of the Laws of Hong Kong), which came into full effect in Hong Kong on November 19, 1998, provides an exemption that a person who exercise or carry on or advertise, notify or state that he exercises or carries on, or is willing to exercise or carry on, the business of doing estate agency work as an estate agent; or act as an estate agent; or in any way hold himself out to the public as being ready to undertake, whether or not for payment or other remuneration (whether monetary or otherwise), estate agency work as an estate agent; or be or act as a salesperson for any licensed estate agent; or hold himself out to the public as being a salesperson; or accept employment or an appointment as a salesperson from, or act as a salesperson for, any other person who is required by Estate Agents Ordinance to hold, but is not the holder of, an estate agent’s licence, shall be exempted from the requirement for obtaining an estate agent’s licence or a salesperson’s licence if he does so exclusively in relation to properties outside Hong Kong; and states in all his letters, accounts, receipts, pamphlets, brochures and other documents and in any advertisement that he is not licensed to deal with any property situated in Hong Kong.

As the property consultancy services provided by TYHK are exclusively in relation to properties in Japan, and it states in its letters, accounts, receipts, pamphlets, brochures and other documents and in any advertisement that it is not licensed to deal with any property situated in Hong Kong, TYHK is exempted, under the Estate Agents (Exemption from Licensing) Order, from the requirement for obtaining an estate agent’s licence or a salesperson’s licence under the Estate Agents Ordinance. 

Laws and Regulations relating to Business Registration

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“BRO”), which came into full effect in Hong Kong on February 6, 1959, requires that every person carrying on any business shall make application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business registration application is made or is deemed to be made under the BRO as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch as the case may be.

Hong Kong Laws and Regulations relating to Protection of Personal Data

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”), which came into full effect in Hong Kong on August 1, 1996, aims to protect the privacy of individuals of their personal data. The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

(a) Principle 1 – purpose and manner of collection of personal data;

(b) Principle 2 – accuracy and duration of retention of personal data;

(c) Principle 3 – use of personal data;

(d) Principle 4 – security of personal data;

(e) Principle 5 – information to be generally available; and

(f) Principle 6 – access to personal data.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention. A data user who contravenes an enforcement notice commits an offence which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

(g) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;

(h) if the data user holds such data, to be supplied with a copy of such data; and

(i) the right to request correction of any data they consider to be inaccurate.

The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent.

Laws and Regulations relating to Trade Description

Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (“TDO”), which came into full effect in Hong Kong on April 1, 1981, aims to prohibit false or misleading trade description and statements to goods and services provided by traders to the consumers during or after a commercial transaction. Pursuant to the TDO, any person in the course of any trade or business applies a false trade description to any goods and services or supply or offers to supply them commits an offence and a person also commits the same offence if he/she is in possession for sale or for any purpose of trade or manufacture of any goods with a false description. The TDO also provides that traders may commit an offence if they engage in a commercial practice that has a misleading omission of material information of the goods, an aggressive commercial practice, involves bait advertising, bait and switch or wrong acceptance of payment.

Laws and Regulations relating to Supply of Services

Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong) (“SSITO”), which came into full effect in Hong Kong on October 21, 1994, stipulates that in a contract for the supply of service, where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill. The SSITO provides that where, under a contract for the supply of a service by a supplier acting in the course of a business, the time for the service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time. The SSITO also provides that where, under a contract for the supply of a service, the consideration for the service is not determined by the contract, is not left to be determined in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the party contracting with the supplier will pay a reasonable charge.

Where a supplier is dealing with a party to a contract for supply of service who deals as a consumer, the supplier cannot, by reference to any contract term, exclude or restrict any liability of his arising under the contract by virtue of the SSITO. Otherwise, where any right, duty or liability would arise under a contract for the supply of a service by virtue of the SSITO,” it may (subject to that an express term does not negative a term implied by SSITO unless inconsistent with it and the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract.

Laws and Regulations relating to Exemption Clauses in a Contract

The Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong) (“CECO”), which came into full effect in Hong Kong on December 1, 1990, aims to limit the scope where the seller may limit its liability via the terms of the contracts. The CECO provides that unless the concerned terms satisfy the test of reasonableness, a person dealing as consumer cannot by reference to any contract term be made to indemnify another person (whether a party to the contract or not) in respect of liability that may be incurred by the other for negligence or breach of contract.

Laws and Regulations relating to Intellectual Properties Rights

Trademarks Ordinance (Chapter 559 of the Laws of Hong Kong) (“TMO”), which came into full effect in Hong Kong on April 4, 2003, provides the framework for the Hong Kong’s system of registration of trademarks and sets out the rights attached to a registered trade mark, including logo and a brand name. The TMO restricts unauthorized use of a sign which is identical or similar to the registered mark for identical and/or similar goods and/or services for which the mark was registered, where such use is likely to cause confusion on the part of the public. The TMO provides that a person may also commit a criminal offence if that person fraudulently uses a trademark, including selling and importing goods bearing a forged trade mark, or possessing or using equipment for the purpose of forging a trademark.

Patents Ordinance (Chapter 514 of the Laws of Hong Kong), which came into full effect in Hong Kong on June 27, 1997, provides the framework for “re-registration” system of Chinese, UK and European patents in Hong Kong. Patents (Amendment) Ordinance 2016, which came into full effect in Hong Kong on December 19, 2019, provides a new framework for a new patent system - an “original grant patent” system, running in parallel with the “re-registration” system.

Copyright Ordinance (Chapter 528 of the Laws of Hong Kong) (“Copyright Ordinance”), which came into full effect in Hong Kong on July 13, 2001, provides comprehensive protection for recognized categories of work including artistic work. The Copyright Ordinance restricts certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorization from the copyright owner as it may constitute primary infringement. The Copyright Ordinance provides that a person may also incur liability for secondary infringement if that person possesses, sells, distributes or deals with a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of work for the purposes of or in the course of any trade or business without the consent of the copyright owner.

Hong Kong Laws and Regulations relating to Competition

Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (“Competition Ordinance”), which came into full effect in Hong Kong on December 14, 2015, prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing, restricting or distorting competition in Hong Kong. The key prohibitions include (i) prohibition of agreements between businesses which have the object or effect of preventing, restricting or distorting competition in Hong Kong; and (ii) prohibiting companies with a substantial degree of market power from abusing their power by engaging in conduct that has the object or effect of preventing, restricting or distorting competition in Hong Kong. The penalties for breaches of the Competition Ordinance include, but are not limited to, financial penalties of up to 10% of the total gross revenues obtained in Hong Kong for each year of infringement, up to a maximum of three years in which the contravention occurs.

Laws and regulations relating to Employment

Pursuant to the Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“EO”), which came into full effect in Hong Kong on September 27, 1968, all employees covered by the EO are entitled to basic protection under the EO including but not limited to payment of wages, restrictions on wages deductions and the granting of statutory holidays.

Pursuant to the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”), which came into full effect in Hong Kong on December 1, 2000, every employer of an employee covered by the MPFSO must take all practicable steps to ensure that the employee becomes a member of a registered Mandatory Provident Fund (“MPF”) scheme. An employer who, without reasonable excuse, fails to comply with such a requirement may face a fine and imprisonment. The MPFSO provides that an employer who is employing a relevant employee must, for each contribution period, from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO.

Pursuant to the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (“ECO”), which came into full effect in Hong Kong on December 1, 1953, all applicable employers are required to take out insurance policies to cover their liabilities under the ECO and at common law for injuries at work in respect of all of their employees. An employer failing to do so may be liable to a fine and imprisonment.

Pursuant to the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (“MWO”), which came into full effect in Hong Kong on May 1, 2011, an employee covered by the MWO is entitled to be paid wages no less than the statutory minimum wage rate during the wage period. With effect from May 1, 2025, the statutory minimum hourly wage rate is HK$42.1 (approximately US$5.3). Failure to comply with the MWO constitutes an offence under the EO.

Pursuant to Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) (“OSHO”), which came into full effect in Hong Kong on May 23, 1997, employer must, as far as reasonably practicable, ensure the safety and health of employees at work by:

(a) providing and maintaining plant and work systems that are, so far as reasonably practicable, safe and without risks to health;

(b) making arrangement for ensuring, so far as reasonably practicable, safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances;

(c) providing all necessary information, instruction, training and supervision to employee as may be necessary to ensure, so far as reasonably practicable, safety and health;

(d) providing and maintaining the workplace, and safe access to and egress from the workplace that are, so far as reasonably practicable, safe and without risks to health; and

(e) providing and maintaining work environment that is, so far as reasonably practicable, safe and without risks to health.

Under section 6 of the OSHO, failure to comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of HK$10,000,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a maximum fine of HK$10,000,000 and to imprisonment for two years. The Commissioner for Labor may also issue improvement notices against non-compliance of the Occupational Safety and Health Ordinance, or suspension notices against activity of workplace which may create imminent hazard to the employees. Failure to comply with such notices constitutes an offence punishable by a maximum fine of HK$400,000 and HK$1,000,000 respectively and imprisonment of up to 12 months.

Pursuant to Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong), which came into full effect in Hong Kong on April 1, 1960, there is a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers, including their ages as of the date of this prospectus:

Kin Tung Tse. Mr. Kin Tung Tse founded TY in 2019. He has served as Chairman of the Board and Chief Executive Officer of TY since 2019, responsible for the overall management, strategic development, and international expansion of TY Prior to founding TY, Mr. Tse worked in the garment industry before transitioning into property investment and marketing consultancy. He has over ten years of experience in providing marketing consultancy services to Japanese property developers.

Kwun Sing Keith Wong. Mr. Kwun Sing Keith Wong has served as the General Manager of TY since April 2025 and has been with the TY Group since 2016. He began his career as a Marketing Executive, where he played a key role in sourcing overseas projects and preparing essential marketing materials. Mr. Wong later transitioned to the Projects Department, successfully negotiating partnerships and hosting numerous seminars, ultimately handling all property cases. He has also contributed to the strategic planning of TY’s business activity and built a robust B2B agency network. In his current role, he assists the CEO in executing corporate strategies across various operational and strategic initiatives. Mr. Wong holds a Bachelor Degree of Business Administration from University of Essex (UK).

Kwun Lik Chan. Mr. Kwun Lik Chan has served as the Chief Financial Officer of TY since July 2025. Prior to joining TY, Mr. Chan has served as a director at JMD Corporate Services Limited since January 2022, where he provided corporate finance, tax advisory and compliance services. He previously held senior financial roles at Sonica Development Company Limited from July 2019 to present, Crystal Group from May 2018 to June 2019 and South Ocean Group from Dec 2015 to May 2017. Earlier in his career, he worked in tax department at PwC from Aug 1997 to July 2001 and then held regional finance positions in fashion and trading companies from Mar 2009to Dec 2015. Mr. Chan holds a B.A. in Accountancy from The Hong Kong Polytechnic University and is a member of ACCA.

Kit Man Fong. Ms. Kit Man Fong has served as the Chief Operating Officer of TY since April 2025. She started working for Mr. Kin Tung Tse (current Chairman & CEO of TY Group) in 1996 and has played a key role in managing transactions, coordinating across various departments, and ensuring the operational execution of company projects. Previously, she worked as Assistant to the Director and has made significant contributions to Mr. Tse’s ventures. Ms. Fong possesses deep knowledge and experience of the TY’s internal operations, ensuring that all transactions are executed in order.

Ho Tung Armen Ho. Mr. Ho Tung Armen Ho will be appointed as an independent director and will be the chairman of the audit committee and a member of the compensation committee and the nominating committee of our Company. Mr. Ho has over 20 years of experience in listing companies, family office, corporate finance, private equity, advisory and audit.

From 1998 to 2006, Mr. Ho worked for PricewaterhouseCoopers Hong Kong, KPMG UK, and Grant Thornton Corporate Finance UK, specializing in audit, advisory and corporate finance. From 2006 to 2014, Mr. Ho held various senior positions in Evolution Group Limited (now known as Investec Group), Wisdom Asset Management Limited, Hermes Capital Limited, and SRI (HK) Investments Limited, specializing in asset management, private equity, and corporate finance. From October 2013 to August 2014, Mr. Ho acted as the chief financial officer of Tuenbo Group Limited. From February 2015 to May 2024, Mr. Ho was the chief financial officer and company secretary of Tianyun International Holdings Limited (SEHK: 6836). Mr. Ho has also served as an independent non-executive director of Stream Ideas Group Limited (SEHK: 8401) since March 2018. Mr. Ho served as an independent non-executive director of Diwang Industrial Holdings Limited (SEHK: 1950) between March 2020 and September 2023. Since June 2024, Mr. Ho has served as a principal at JMD & Partners CPA Limited. Since August 2024, Mr. Ho has served as an independent director of Reitar Logtech Holdings Limited (NASDAQ: RITR). Since July 2025, Mr. Ho has also served as an independent director of Cre8 enterprise limited (NASDAQ:CRE).

Mr. Ho obtained a master’s degree of business administration from the University of Chicago Booth School of Business in December 2016, a master’s degree of science in financial economics from University of London in December 2002, and a bachelor’s degree of arts in accountancy from City University of Hong Kong in November 1998. He has been a member of the Hong Kong Institute of Certified Public Accountants since January 2003.

Chun Hung Ng. Mr. Chun Hung John Ng will be appointed as an independent director and will be a member of the audit committee, a member of the compensation committee and the nominating committee of our Company. Mr. Ng is an experienced business leader and property investor with over 25 years of experience across operations, sales, project development, and strategic governance. Currently Mr. Ng has served as the Chief Everything Officer of Seva Holdings Limited since 2017, and he oversees residential developments in the UK and Japan, leads land banking initiatives, and ensures strategic alignment between shareholders and management. Previously, from 2014 to 2023, he held a role as Property Advisor at John & Company. Mr. Ng obtained a degree in Mechanical & Manufacturing Engineering from Portsmouth University in 1996.

Shanshan Shi. Professor Shanshan Shi will be appointed as an independent director and will be a member of the audit committee, a member of the compensation committee and the nominating committee of our Company. Professor Shi is the Associate Dean (Taught Postgraduate Studies) at the Faculty of Business, Lingnan University, Hong Kong. She is also the Director of Taught Postgraduate Programs and the Programs Director for the Master of Accountancy and Master of Science in Environmental, Social, and Governance Management Program.

Professor Shi first joined Lingnan University in August 2007. Over the years, Professor Shi has served the university in various capacities and academic and administrative leadership roles. Professor Shi oversees the overall management of all the taught master’s and doctoral program of the Faculty of Business. She devotes her time to initiating new program, establishing regional and international collaborations, implementing quality assurance measures, and managing the day-to-day operation of the programs.

Professor Shi has over 20 years of academic experience teaching financial and management accounting, financial reporting, taxation, and ESG disclosure and management courses. Professor Shi served at various educational institutions spanning Hong Kong and Mainland China, including the Hong Kong University of Science and Technology, Lingnan University, the Hang Seng University of Hong Kong, and Zhejiang University. Professor Shi’s research interests include financial and non-financial reporting and disclosure, international tax planning, corporate governance, and sustainability. Her articles have appeared in the Journal of International Financial Management and Accounting, Journal of Business Law, International Tax Journal, Company Lawyer, and other professional practitioners’ journals.

Before her academic career, Professor Shi gained close to eight years of professional experience in Boston and Hong Kong. She was the manager in the Boston and Hong Kong offices of one of the Big Four accounting firms, managing various audit and tax engagements. Some of her clients include Tufts University, Boston Gas Company, EF Education, Brigham and Women’s Hospital, Merrill Lynch, and Goldman Sachs. She also worked at BankBoston as a trust accountant for over 1500 trust accounts and provided strategic wealth management consultancy services to high-net-worth clients.

Professionally, Professor Shi is a US Certified Public Accountant (CPA), a Fellow of the Hong Kong Institute of Certified Public Accountants (FCPA), and a Chartered Global Management Accountant (CGMA). She is also an associate member of the Hong Kong Independent Non-executive Director Association (HKiNED) and a lifetime member of the Association of Women Accountants (Hong Kong).

Professor Shi has been invited to be an expert member of the Shenzhen Accounting Association. Over the years, Professor Shi has served as the marker and later moderator for Paper 5 “Advanced Taxation Practice” of the Chartered Tax Adviser (CTA) Qualifying Examination for the Taxation Institute of Hong Kong (TIHK). In September 2023, Professor Shi obtained EFFAS Certified ESG Analyst®(CESGA) certification, the market leader for ESG certification with international recognition. Professor Shi was invited to serve as a member of the HKSAR government’s Board of Review (Inland Revenue Department) from 2018 to 2020. She is a lifetime member of Beta Gamma Sigma, the honour society serving business programs accredited by AACSB International. Professor Shi completed her bachelor’s studies at Fudan University (Shanghai), majoring in History. She obtained a Master of Science degree in Accountancy from Bentley University in Boston in 1995, and a Master of Applied Business Research in 2016 and Doctor of Business Administration (DBA) degree from SBS Swiss Business School, Zürich, Switzerland in 2018. She was the Bronze Medal Winner in the 1994 AICPA exam in the State of Massachusetts.

Family Relationships

None of the members of our board of directors, or of our board of executive officers, have any family relationships with each other, or with any other members of our senior management, as defined in Item 401 of Regulation S-K.

Corporate Governance Practices

Foreign Private Issuer

After the consummation of this Offering, we will qualify as a “foreign private issuer” under the SEC rules and Nasdaq rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to the SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Ordinary Shares.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), except that we must comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), including having committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). The exemptions are subject to our disclosure of which requirements we are not following and the equivalent Cayman Islands requirements. Below are some of the exemptions afforded to foreign private issuers under the Nasdaq rules:

We intend to comply with all of the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules. We also intend to comply with Cayman Islands corporate governance requirements under the Companies Act applicable to us at the same time. If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

In connection with this Offering, we have adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees and is publicly available.

Board of Directors

Our board of directors will consist of four directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director who is, directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company shall declare the nature of his or her interest at a meeting of our directors. A director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein and if he or she does so his or her vote shall be counted and he or she may be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. Our directors may exercise all the powers of our Company to issue debentures, debenture stock, bonds, and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party. None of our non-executive directors have a service contract with us that provides for benefits upon termination of service.

We recognize the importance and benefit of having a board of directors composed of highly talented and experienced individuals having regard to the need to foster and promote diversity among board members with respect to attributes such as gender, ethnicity and other factors. In support of this goal, we will consider criteria that promote diversity, including with regard to gender, ethnicity, and other dimensions; and consider the level of representation of women on our board of directors along with other markers of diversity.

Committees of the Board of Directors

A company of which more than 50% of the voting power held by a single entity is considered a “controlled company” under the Nasdaq rules. A controlled company is not required to comply with the Nasdaq corporate governance rules requiring a board of directors to have a majority of independent directors to have independent audit, compensation, and nominating and corporate governance committees. Following the completion of this Offering, we will be a “controlled company” as defined under the Nasdaq rules.

We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee, a compensation committee, and a nominating and corporate governance committee. We expect to adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of Mr. Ho Tung Armen Ho, Mr. Chun Hung Ng and Professor Shanshan Shi. Mr. Ho Tung Armen Ho will be the chairman of our audit committee. We have determined that each of our audit committee members satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ho Tung Armen Ho as a person who has the following attributes: understanding of GAAP and financial statements, ability to assess the application of GAAP for accounting estimates, accruals and reserves, experience with financial statements, understanding of internal controls and knowledge of audit committee functions that qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee will consist of Mr. Ho Tung Armen Ho, Mr. Chun Hung Ng and Professor Shanshan Shi. Mr. Chun Hung Ng will be the chairperson of our compensation committee. We have determined that each of our compensation committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq rules. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things: