As filed with the U.S. Securities and Exchange Commission on January 27, 2026.

Registration No. 333-      

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

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

JOYBYTE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in its Charter)

Unit 1211, 12/F, One Midtown
11 Hoi Shing Road, Tsuen Wan, Hong Kong
+852-2117-0848

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

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

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

Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

JOYBYTE HOLDINGS LIMITED

[●] ORDINARY SHARES

This is the initial public offering of the ordinary shares, par value US$0.00001 per share (“Shares” or “Ordinary Shares”) of JoyByte Holdings Limited (“JoyByte Cayman”) (this “Offering”). We are offering [●] Ordinary Shares of JoyByte Cayman, on a firm commitment basis through the underwriters identified herein. No public market currently exists for our Ordinary Shares. The initial public offering price is expected to be between US$[●] and US$[●] per Ordinary Share. The number of Shares offered hereby is based upon an assumed offering price of US$[●] per Ordinary Share, the midpoint of such estimated price range. The actual initial public offering price of the Ordinary Shares will be determined between the underwriters and us at the time of pricing, considering, among others, our historical performance, prevailing market conditions, and overall assessment of our business. Therefore, the assumed initial public offering price per Ordinary Share used throughout this prospectus may not be indicative of the actual initial public offering price for the Ordinary Shares. See “Determination of Offering Price” for additional information.

We have applied to list our Ordinary Shares on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) under the symbol “[●]”. At this time, Nasdaq has not yet approved our application to list our Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing application. However, there is no assurance that this Offering will be closed and our Ordinary Shares will be trading on the Nasdaq Capital Market. If Nasdaq does not approve our listing application, this initial public offering will be terminated.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” and “Risk Factors” on pages 10 and 14, respectively.

As of the date of this prospectus, the beneficial owner of the Company, Champion Wave Holdings Limited (our “Controlling Shareholder”) which is controlled by Ms. Yujie Chen, holds an aggregate of [5,550] Ordinary Shares, which represents an aggregate of [55.50]% of the total voting power. Upon completion of this Offering, our issued and outstanding shares will consist of [●] Ordinary Shares, assuming the underwriters do not exercise their over-allotment option to purchase additional Shares, or [●] Ordinary Shares, assuming the over-allotment option is exercised in full. Upon completion of this Offering, our Controlling Shareholder will be the beneficial owners of an aggregate of [5,550] Ordinary Shares, which will represent an aggregate of [●]% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or an aggregate of [●]% of the total voting power, assuming that the over-allotment option is exercised in full. As a result, we will be a “controlled company” as defined under the Nasdaq Listing Rules and, therefore, eligible for certain exemptions from the corporate governance requirements of the Nasdaq Listing Rules. If we cease to be a foreign private issuer, we intend to rely on these exemptions for so long as we are a controlled company under that definition. Furthermore, our Controlling Shareholder will be able to exert significant control over our management and affairs, including approval of significant corporate transactions. For additional information, see “Risk Factors — Risks Related to Our Business and Industry — Our significant shareholder has considerable influence over our corporate matters.” on page 27 for further details.

We are not a Hong Kong operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations through our operating company in Hong Kong, HongKong Grand Universe Technology Limited (“Grand Universe”, also “Operating Subsidiary”). This is an offering of the Ordinary Shares of JoyByte Holdings Limited, the holding company in the Cayman Islands, and not the shares of Grand Universe. References to the “Company”, “we”, “us”, and “our” in this prospectus are to JoyByte Cayman, the Cayman Islands entity that will issue the Ordinary Shares being offered. References to Grand Universe in this prospectus is to the Hong Kong entity operating the business and generating all of the revenue and profit stated in the consolidated financial statements of the Company. Grand Universe is a wholly-owned subsidiary of Success Wave Holdings Limited (“Success Wave”), a company incorporated in the British Virgin Islands (the “BVI”), which is in turn wholly-owned by JoyByte Cayman. Investors purchasing our Ordinary Shares should be aware that they may never hold equity interests in Grand Universe directly. Investors are purchasing equity solely in JoyByte Cayman, the Cayman Islands holding company, which indirectly owns equity interests in Grand Universe. Because of our corporate structure, we as well as our investors are subject to unique risks due to uncertainty of the interpretation and the application of PRC laws and regulations, to the extent that they are made applicable to Grand Universe and its operations. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies, including the China Securities Regulatory Commission (“CSRC”), if we fail to comply with their rules and regulations. PRC regulatory authorities could disallow our operating structure in the future, and this would likely result in a material change in our operations in Hong Kong and/or the value of our securities, which could cause the value of such securities to significantly decline or become worthless. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of risks facing the Company and this Offering as a result of this structure.

There are legal and operational risks associated with being based in and having all of our operations in Hong Kong. The PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene or influence our operations at any time. Such government actions could result in a material change in our operations and/or the value of the securities we are registering for sale, significantly limit or completely hinder our ability to continue our operations, significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and may cause the value of our securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — The PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of the securities we are registering for sale” on page 16 for further details.

We are aware that, in recent years, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of 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 variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that we are directly subject to these regulatory actions or statements, as we do not operate in mainland China, do not have a VIE structure, and our business does not implicate cybersecurity, or involve any other type of restricted industry. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list on a U.S. exchange. Any change in foreign investment regulations, and other policies in China or related enforcement actions by the PRC government could result in a material change in our operations and/or the value of the securities we are registering for sale and could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors or cause the value of our securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Uncertainties with respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in the PRC with little advance notice could result in a material change in our operations and/or the value of the securities we are registering for sale” and “Risk Factors — Risks Related to Doing Business in Hong Kong — Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such actions 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” on page 16 and 17, respectively, for further details.

Our Ordinary Shares may be prohibited from being trading on a national securities exchange or in the over-the-counter market in the United States if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect our auditors for two consecutive years. The Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted on December 18, 2020. Pursuant to the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB, for three consecutive years beginning in 2021, the SEC may prohibit our Ordinary Shares from being traded on a national securities exchange or in the over-the-counter market in the United States. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCA Act”) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by the former President of the U.S., Mr. Joe Biden, which contained, among other things, an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities under the HFCA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, WWC, P.C., is located at San Mateo, California, registered with the PCAOB, and has been inspected by the PCAOB on a regular basis, with the last inspection in 2023. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. In addition, our auditors did not appear as part of the PCAOB’s report of determinations under the lists in Appendix A or Appendix B of the report issued by the PCAOB on December 16, 2021. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong and taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has resumed regular inspections since March 2023. The PCAOB is continuingly pursuing ongoing investigations and may initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be issued by auditors inspectable by the PCAOB, and, as such, in the future, investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the AHFCA Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three and, thus, reduced the time before our Ordinary Shares may be prohibited from trading or delisted.” on page 14.

We conduct all of our operations in Hong Kong through our Operating Subsidiary. Our Operating Subsidiary is our only operating subsidiary located in Hong Kong, while Success Wave is an intermediate holding company with no operations. However, cash may be transmitted between our Operating Subsidiary and Success Wave. For more details, refer to “Prospectus Summary - Transfers of Cash To and From Our Subsidiaries.” As of the date of this prospectus, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. However, there can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. See “Risk Factors — We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiary” on page 27, “Risk Factors - To the extent cash or assets in the business are in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash or assets” on page 27, “Dividend Policy”, and “Consolidated Statements of Change in Shareholders’ Equity” in the Report of Independent Registered Public Accounting Firm for further details.

Cash may be transferred through our organization in the following manner: (i) funds are transferred to Operating Subsidiary from JoyByte Cayman through Success Wave in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Operating Subsidiary to JoyByte Cayman through Success Wave.

During the years ended June 30, 2025 and 2024 and up to the date of this prospectus, no transfers, dividends or distributions have been made by JoyByte Cayman, Success Wave and Grand Universe. We intend to retain all available funds and future earnings, if any, for operation and business development, however, we may pay dividends on our Ordinary Shares in the foreseeable future. As we are a holding company, our ability to make dividend payments, if any, would be contingent upon our receipt of funds from our Operating Subsidiary through an intermediate holding company.

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

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 of this prospectus to read about factors you should consider before buying our Ordinary Shares.

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares are taken. We have granted the underwriter an option for a period of [●] days after the closing of this Offering to purchase up to [●]% 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 the underwriters exercise the option in full, the total underwriting discounts payable will be US$[*] and the total proceeds to us, before expenses, will be US$[*]. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Ordinary Shares to purchasers against payment in U.S. Dollars to purchasers on or about [*], 2026.

Sole Book-Running Manager

American Trust Investment Services, Inc.

The date of this prospectus is [●], 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus and any related free-writing prospectus that we authorize to be distributed to you. We have not authorized any person, including any underwriter, to provide you with information different from that contained in this prospectus or any related free-writing prospectus that we authorize to be distributed to you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, our Ordinary Shares in any state or jurisdiction where such offer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the Shares offered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not take any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our Ordinary Shares means that information contained in this prospectus is correct after the date 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.

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

You may lose all of your investment in our Ordinary Shares. If you are uncertain as to our business and operations or you are not prepared to lose all of your investment in our Ordinary Shares, we strongly urge you not to purchase any of our Ordinary Shares. We recommend that you consult legal, financial, tax, and other professional advisors or experts for further guidance before participating in the offering of our Ordinary Shares as further detailed in this prospectus.

We do not recommend that you purchase our Ordinary Shares unless you have prior experience with investments in capital markets, possess basic knowledge of the mobile game industry, and have received independent professional advice.

Market and Industry Data

This prospectus includes statistics, other data and descriptive information relating to markets, market sizes, and other industry data pertaining to our business that we have obtained from industry publications and surveys, government publications and other information available to us. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third party sources nor have we ascertained the underlying economic assumptions relied upon therein. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed with caution. We believe that information from these industry publications included in this prospectus is reliable.

Trademarks, Service Marks, and Trade Names

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ^® and ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Other Pertinent Information

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

JoyByte Cayman is an exempted company with limited liability incorporated under the laws of the Cayman Islands as a holding company with operations conducted in Hong Kong through its Operating Subsidiary, Grand Universe. Our Operating Subsidiary’s reporting currency is HK$. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Translation of amounts from HKD into USD has been made at the exchange rate of 1 USD to 7.8 HKD.

No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

RISK FACTORS

An investment in our 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 the significant risks that could directly or indirectly affect us and the value or trading price of our Ordinary Shares. 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 Doing Business in Hong Kong

The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.

Hong Kong is a Special Administrative Region of the PRC and enjoys a high degree of autonomy under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function in a high degree of autonomy for its affairs, including currencies, immigration and custom, independent judiciary system and parliamentary system. However, we cannot guarantee that the implementation of the “one country, two systems” principle and the level of autonomy as currently in place will continue in the future. Any changes in the state of political environment in Hong Kong may materially and adversely affect our business and operation. 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.

Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be issued by auditors inspectable by the PCAOB, and, as such, in the future, investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the AHFCA Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three and, thus, reduced the time before our Ordinary Shares may be prohibited from trading or delisted.

The AHFCA Act was enacted on December 23, 2022. On December 29, 2022, the Consolidated Appropriations Act was signed into law by the former President of the U.S., Mr. Joe Biden, which contained, among other things, an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years. The AHFCA Act states that if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC shall prohibit the securities of the issuer from being traded on a national securities exchange or in the over-the-counter trading market in the United States (the applicable period under the HFCA Act prior to the enactment of the AHFCA Act had been two years).

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCA Act.

On June 22, 2021, the U.S. Senate passed the AHFCA Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

On November 5, 2021, the PCAOB approved a new rule, PCAOB Rule 6100, Board Determinations Under the HFCA Act to provide a framework for its determinations under the HFCA Act that 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. The rule establishes the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information the PCAOB will consider when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations; and the process by which the Board will reaffirm, modify, or vacate any such determinations.

In December 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. Also, on December 16, 2021, pursuant to the HFCA Act, the PCAOB issued a Determination Report which determined that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of PRC, because of positions taken by PRC authorities in those jurisdictions. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections since March 2023. The PCAOB is continuingly pursuing ongoing investigations and may initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

On December 23, 2022, the AHFCA Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly.

Our auditor, WWC, P.C., is an independent registered public accounting firm that issues the audit report included in this prospectus, which is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis, with the last inspection in 2023. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is currently subject to PCAOB inspections and PCAOB is able to inspect our auditor in relation to our U.S. listing. However, there is no assurance that future audit reports will be prepared by auditors able to be inspected by the PCAOB and therefore, in the future, you may be deprived of the benefits of such inspection. As such, trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and as a result our securities may be delisted. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future which would prevent the PCAOB from continuing to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong, the PCAOB Board will consider the need to issue a new determination. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCA Act.

Uncertainties with respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in the PRC with little advance notice could result in a material change in our operations and/or the value of the securities we are registering for sale.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. The PRC legal system is based on written statutes and their legal interpretations by the Standing Committee of the National People’s Congress, or NPCSC. Previous court decisions may be cited for reference but have limited precedential value. Since 1979, the PRC government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, as these laws and regulations are relatively new, and due to the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice which could result in a material change in our operations and/or the value of our Ordinary Shares. It is also uncertain whether having a majority of our directors and officers located in Hong Kong will subject us to the oversight of the Chinese authorities in the future.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of the securities we are registering for sale.

JoyByte Cayman is a holding company and we conduct all of our operations through our Operating Subsidiary in Hong Kong. The PRC government may choose to exercise significant oversight and discretion, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in mainland China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

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 manner in which we conduct our business could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, 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 and if the PRC government chooses to exercise such significant oversight and discretion over the conduct of our business and may intervene or influence or control our operations at any time. Such government actions could result in a material change in our operations and/or the value of the securities we are registering for sale; could significantly limit or completely hinder our ability to continue our operations; could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and may cause the value of our securities to significantly decline or be worthless.

Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, 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.

Previous 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 December 28, 2021, the CAC, the NDRC and several other administrations jointly adopted and published the New Measures, which came into effect on February 15, 2022. According to the New Measures, if an “operator of critical information infrastructure” or “network 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. Our business belongs to the gaming industry, which does not implicate cybersecurity, or involve any other type of restricted industry. As a result, the likelihood of us being subject to the review of the CAC is remote.

On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, which became effective on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. According to the Trial Measures, together with the Guidance Rules and Notice, a domestic company in the PRC that seeks to offer and list securities on overseas markets shall fulfill the filing procedures with the CSRC as per requirement of the Trial Measures within 3 working days after the relevant application is submitted overseas. The Trial Measures also provides that only if the issuer meets both of the following criteria at the same time, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. As advised by our PRC counsel, China Commercial Law Firm, the listing of our Ordinary Shares on Nasdaq does not constitute an “indirect overseas offering and listing by PRC domestic companies” and we are not required to complete the filing procedures as stipulated by the Trial Measures because the Company did not obtain any operating revenue, total profit, total assets and net assets in mainland China, the main parts of the Company’s business activities are neither carried out in mainland China, nor is its main place of business located in mainland China, and except for Ms. Yujie Chen who is a Chinese citizen and domiciled in Hong Kong, none of the members of the senior management team in charge of our business operation and management are Chinese citizens or domiciled in mainland China, we do not meet both of the above criteria simultaneously.

As advised by our PRC counsel, China Commercial Law Firm, as the Company and its subsidiaries currently have no operations in the mainland China, 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) we operate 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 authorities. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations may restrict or otherwise unfavorably impact our ability or way to conduct business and may 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.

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 that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations, significantly limit or completely hinder our ability to offer our Ordinary Shares to investors and cause the value of such Ordinary Shares to significantly decline or become worthless.

In light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, we may be subject to a variety of PRC laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business and the Offering.

Our operations are located in Hong Kong. Our Operating Subsidiary may collect and store certain data (including certain personal information) from our clients, who may be PRC individuals. We do not gather Know Your Customer information for our users. For general users, we only collect and process minimal required data to provide our services such as user ID, nickname and e-mail address. As such, we may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. These laws apply not only to third party transactions, but also other parties with which we have commercial relations. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

The PRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in the PRC, including the CAC, the Ministry of Public Security, and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. The Cybersecurity Law, which was adopted by the National People’s Congress on November 7, 2016, and the New Measures, which came into effect on February 15, 2022, provide that personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affect or may affect national security, it will be subject to cybersecurity review by the CAC. On June 10, 2021, the NPCSC promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law requires that data shall not be collected by theft or other illegal means, and also provides for a data classification and hierarchical protection system. The data classification and hierarchical protection system puts data into different groups according to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals and organizations in case the data is falsified, damaged, disclosed, illegally obtained or illegally used. If any of our data processing activities conducted after the Data Security Law became effective were found to be not in compliance with this law, we could be ordered to make corrections, and under certain serious circumstances, such as severe data divulgence, we could be subject to penalties, including the revocation of our business licenses or other permits. Furthermore, the recently issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law require (i) speeding up the revision of the provisions on strengthening the confidentiality and archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. As there remain uncertainties regarding the further interpretation and implementation of those laws and regulations, we cannot assure you that we will be compliant such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities and become subject to fines and other sanctions.

As advised by our PRC counsel, China Commercial Law Firm, we are not required to obtain any permissions or approvals by including the CSRC, CAC or any other PRC authorities for our operations or issue our Ordinary Shares including the Ordinary Shares being registered for sale to foreign investors under existing PRC laws and regulations, and have not received any requirement or were denied such permissions or approvals by any PRC authorities. According to the New Measures, if an “operator of critical information infrastructure” or “network 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. The New Measures further elaborates the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. As of the date of this prospectus, neither the Company nor its Operating Subsidiary possess a large amount of personal information in their business operations or is recognized as an “operator of critical information infrastructure” by any authentic authority. Therefore, we do not believe that our Operating Subsidiary is deemed to be an “operator of critical information infrastructure,” or “network platform operator” controlling personal information of no less than one million users. We are required to collect and retain some basic information furnished by our clients, suppliers and employees in accordance with prevailing business practices, but we do not handle a large amount of personal and confidential data in the ordinary course of business. As of the date of this prospectus, we have not been involved in any investigations on cybersecurity or data security initiated by related governmental regulatory authorities, and we have not received any inquiry, notice, warning, or sanction in such respect. Our Operating Subsidiary is not required to receive any necessary permissions from PRC authorities to operate its current business in Hong Kong or issue shares to foreign investors.

However, given the recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, it remains uncertain as to how the New Measures will be interpreted or implemented. There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to current and future PRC laws, overseas securities offerings and other capital markets activities. PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the New Measures. They may also take actions requiring us, or making it advisable for us, to halt this Offering before the settlement and delivery of the Ordinary Shares that we are offering. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply therewith. In the event of a failure to comply, we may be required to suspend our relevant businesses and become subject to fines and other penalties. If the CAC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this Offering and any follow-on offering, we may be unable to obtain such approvals, which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors.

We may be required to obtain approval from PRC authorities to list on overseas stock exchanges in the future.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require CSRC approval for a listing involving offshore special purchase vehicles that are controlled by PRC entities or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interests held by such PRC entities or individuals with shares of the offshore special purchase vehicles. As advised by our PRC counsel, China Commercial Law Firm, we will not be required to submit an application to the CSRC for the approval of the Offering and trading of our Ordinary Shares under the M&A Rules because (i) our Operating Subsidiary was not established through a merger or requisition of the equity or assets of a “PRC domestic company” as such term is defined under the M&A Rules, (ii) our Operating Subsidiary is non-mainland China entity, and they have not been controlled by a non-PRC persons since its incorporation, and (iii) the CSRC currently has not issued any definitive rule or interpretation concerning whether an offering like ours under this document is subject to this regulation. However, uncertainties still exist as to how the M&A Rules will be interpreted or implemented, and is subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We may be required to obtain approval from PRC authorities in order to continue our listing on Nasdaq or to add new listings on other overseas stock exchanges in the future but cannot provide assurance that we will be able to obtain such approval.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. Subsequently, on February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, which became effective on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated No.1 to No.5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. According to the Trial Measures, together with the Guidance Rules and Notice, a domestic company in the PRC that seeks to offer and list securities on overseas markets shall fulfill the filing procedures with the CSRC as per requirement of the Trial Measures within 3 working days after the relevant application is submitted overseas. The Trial Measures also provides that only if the issuer meets both of the following criteria at the same time, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.

As advised by our PRC counsel, China Commercial Law Firm, the listing of our Ordinary Shares on Nasdaq does not constitute an “indirect overseas offering and listing by PRC domestic companies” and that we are not required to complete the filing procedures as stipulated by the Trial Measures the Company did not obtain any operating revenue, total profit, total assets and net assets in mainland China, the main parts of the Company’s business activities are neither carried out in mainland China, nor is its main place of business located in mainland China, and except for Ms. Yujie Chen who is a Chinese citizen and domiciled in Hong Kong, none of the members of the senior management team in charge of our business operation and management are Chinese citizens or domiciled in mainland China, we do not meet both of the above criteria simultaneously. If CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, such CSRC approval could be rescinded. We cannot assure you that relevant PRC government authorities, including the CSRC, would reach the same conclusion as us.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong.

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

Political uncertainty surrounding international trade disputes and the potential of the escalation to trade war and global recession could have a negative effect on customer confidence and reduce spending of our players, which may result in material adverse impact to our revenue income and financial condition. We may have also access to fewer business opportunities, and our operations may be negatively impacted as a result. Barriers to trade may bar sales to certain market or geographic locations, resulting in significant decrease in revenue. In addition, the current and future actions or escalations by either the United States or Hong Kong that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the SAT issued a circular, known as SAT Circular 82, partially abolished on December 29, 2017, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.

We believe that, as a Cayman Islands exempted company, JoyByte Cayman is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our Ordinary Shares. In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of the Ordinary Shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders and any gain realized on the transfer of the Ordinary Shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our Ordinary Shares.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the Ordinary Shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or may be taxed if our company is a transferor in such transactions, and may be subject to withholding obligations if our company is a transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfers of Ordinary Shares of our company by investors who are non-PRC resident enterprises, our Operating Subsidiary will not be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. However, if our assessment on the filing under SAT Bulletin 7 and/or SAT Bulletin 37 is incorrect, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

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

For the fiscal years ended June 30, 2025 and 2024, our revenue mainly derived from distributing mobile games 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.

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.

Although we are based in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our Hong Kong operating subsidiary’s business operations, this offering and our reputation, and could result in a loss of your investment in our Ordinary Shares if such allegations cannot be addressed and resolved favorably. 

During the last several years, U.S. listed public companies that have substantially all of their operations in China have been the subject of intense scrutiny by investors, financial commentators and regulatory agencies. Much of the scrutiny has centered on financial and accounting irregularities and mistakes, lack of effective internal controls over financial reporting and, in many cases, allegations of fraud. As a result of this scrutiny, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny has sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are conducting internal and/or external investigations into the allegations. 

Although we are based in Hong Kong, if we should become the subject of any such scrutiny, whether any allegations are true or not, we may have to expend significant resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be costly and time-consuming and likely would distract our management from our normal business and could result in our reputation being harmed. The price of our Ordinary Shares could decline because of such allegations, even if the allegations are false. 

We face risks related to Nasdaq’s proposed rule on minimum offering size for companies with principal operations in China, including Hong Kong. 

We note Nasdaq recently filed a proposed rule changed with the SEC that would require companies principally operating in China, including Hong Kong and Macau, to raise at least US$25 million in an initial public offering to list on Nasdaq. 

We are a company with substantially all of our operations conducted in Hong Kong and, as such, may be subject to this proposed rule. Based on our plan to offer [*] Ordinary Shares at an expected price range of US$[*] to US$[*] per share, the total offering proceeds would be between US$[*] million and US$[*] million. These expected proceeds are below the proposed minimum threshold of US$25 million. 

While this proposal has not yet been approved by the SEC, there is no assurance that it will not be adopted. If this proposal is approved and we fail to meet the minimum offering size requirement, our securities will not be approved for listing on Nasdaq. Furthermore, even if we are able to successfully list, this rule change may be part of a broader trend of heightened regulatory scrutiny and stricter listing requirements for companies with principal operations in China, Hong Kong, and Macau. Our ability to conduct future offerings or maintain our listing could be adversely affected if Nasdaq or the SEC implements additional stringent criteria. We may be required to expend significant resources to address any future regulatory changes or concerns, which could divert our management’s attention and resources from our business operations. Any such events could have a material adverse effect on our business, financial condition, and results of operations, and could cause a significant decline in the value of our securities. 

The market for our Ordinary Shares may be subject to manipulation that is beyond our control which may result in sudden increases and decreases in the price of our Ordinary Shares.

On September 5, 2025, the Securities and Exchange Commission announced the formation of a special task force to strengthen and enhance its Division of Enforcement’s effort to detect and combat cross-border fraud harming U.S. investors. The task force will focus on investigating potential securities law violations, involving potential market manipulations related to foreign based companies, including companies with their business operations primarily based in China. These manipulations are often orchestrated by bad actors who disseminate false or misleading information in news letters or on social medial platforms in order to artificially increase the price of publicly traded securities followed by massive selling and profit taking resulting in losses to U.S. investors and listed companies. When these bad actors are located outside the jurisdiction of the United States, it may be difficult for investors to pursue and recover any losses that may have been caused by unlawful market manipulation. Should such a manipulation occur in the market for our Ordinary Shares, holders of our Ordinary Shares may experience a substantial loss on their investment.

Risks Related to Our Business and Industry 

We may not be able to extend licenses for our existing licensed mobile games or introduce new licensed mobile games, which will materially and adversely affect our business operations and financial position. 

Grand Universe focuses on marketing and monetization of games and generally license games from third-party developers. Most of the license agreements have a fixed term and can be renewed. However there is no guarantee that the third-party developer will renew the license agreements under terms acceptable to us. We also face challenges in identifying for new mobile games and secure licenses under profitable and acceptable terms. If we are unable to maintain good relationship with third-party developers, renew the licenses for our existing game portfolio and/or introduce new licensed games, our business operations and financial position may be materially and adversely affected. 

During the fiscal year ended June 30, 2025 and 2024, our largest customers accounted for a significant portion of our total revenue. 

A significant portion of our revenue was derived from a limited number of customers. We typically receive payment from third-party distribution channels and advertisers and/or their agents. We consider the game developer as our customer and regard ourselves as the agent of the game developer in dealing with the player of the game product. Pursuant to the service agreements between the Company and the third-party game developers, we charge the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases. For the fiscal year ended June 30, 2025 and 2024, the Company generated all of its revenues from three and one customers, respectively. In the fiscal year ended June 30, 2025, 2 of our customers each accounted for more than 10% of our annual revenue, namely Guangzhou Qingzhou Information Technology Company Limited and Nexfun Company Limited, for 59.4% and 39.7%, respectively. In the fiscal year ended June 30, 2024, 1 customer, namely Guangzhou Qingzhou Information Technology Company Limited, accounted for 100% of our annual revenue. There is no assurance that we will continue to obtain revenue from our major customers in the future. If there is a significant decrease in players’ purchase of our virtual items and products and advertising income, our financial condition and operating results would be materially and adversely affected.

We rely on a limited number of third-party developers to license mobile games to us.

As of June 30, 2025, Grand Universe entered into three game licensing agreements with three third-party developers. For the year ended June 30, 2025 and 2024, we paid commission to 3 and 1 third-party developers respectively. For the year ended June 30, 2025, our three third-party developers accounted for 59.1%, 39.9% and 1.0% of our commission paid, respectively. There is no assurance that we will continue to license mobile games from these third-party developers in the future. If there is a significant decrease in mobile games licensed to us by existing third-party developers, and we are unable to secure sufficient replacements from other third-party developers, our financial condition and operating results would be materially and adversely affected.

Any restriction on access to major distribution channels, such as iOS App Store and Google Play, or failure to maintain relationships with the distribution channels, could lead to a significant decrease in the number of players

We engage various game distribution platforms to market and promote our mobile games. Grand Universe distributes its mobile games through third-party distribution channels, including iOS App Store and Google Play. Our five largest suppliers accounted for approximately 85.6% and 94.8% of our total purchase from suppliers for the fiscal years ended June 30, 2025 and 2024, respectively. We rely on these third-party distribution channels and these game distribution platforms have stronger bargaining power than us. If we fail to maintain relationship with these major distribution channels, we may not be able to distribute mobile games on these channels, which could lead to a significant decrease in the number of players and may materially and adversely affect our business operations and financial position.

We did not enter into any written contract with a major supplier which exposes us to the risk of uncertainty and potential volatility to our provision of services.

Our suppliers mainly include payment channels and third-party advertising and marketing service providers. We did not enter into any written contract with Applovin (Singapore) Pte Ltd, one of our major suppliers which accounts for 29.8% of our total revenue purchase for the fiscal year ended June 30, 2025, but subscribe to their services by agreeing to follow their “Terms of Use,” which creates uncertainty to our business. We do not materially rely on the services provided by Applovin (Singapore) Pte Ltd because there are other vendors that offer similar services to Applovin (Singapore) Pte Ltd, and if we were to terminate our relationship with Applovin (Singapore) Pte Ltd we can onboard alternative suppliers without delay or disruption to our business.  We cannot guarantee that our suppliers will continue to provide us with advertising and marketing services. Our business and ability to operate will likely be adversely affected if we are unable to secure sufficient advertising and marketing services from new suppliers or our existing suppliers suspend or terminate their services to us, which may adversely affect our financial performance.

If we are unable to extend the relatively short expected game life of our mobile games or if our mobile games do not maintain their popularity during their expected life cycle, our business operations and financial position may be materially and adversely affected.

Our management believe that a mobile game generally has a short game life if it fails to introduce new elements appealing to payers to continue to play. When a mobile game begins to reach the later stage of its life cycle, the amount of revenue it generates may plateau and be lower than the maintenance costs. We may not be able to maintain or increase the profitability of such games indefinitely and develop new features or updates to attract a new player community. There is no assurance that the introduction of new features will be welcomed by our players. Any failure to extend the life cycle of our mobile games or maintain popularity of our existing games could materially and adversely affect our business operations and financial positions.

A majority of our revenue are generated from users watching the in-game advertisements and the sales of in-game virtual items, which may significantly decline if we fail to effectively market the items in the games.

Grand Universe generally adopts a free-to-play model for its games. Users can generally play the games for free but the games offer the option to watch in-game advertisements or purchase virtual items in games to enhance their gameplay experience. We generally generate our revenue from users watching the in-game advertisements and the sales of in-game virtual items. There is no assurance that we are able to effectively market the in-game virtual items or encourage players to watch our in-game advertisements. If the number of players who purchase our in-game virtual items decreases or the amount purchased decreases, or if the number of players who watch our in-game advertisement decreases, our business operations and financial position may be materially and adversely affected.

If we are unable to accurately assess our operating performance through certain key performance indicators, our ability to form appropriate business growth strategies may be impaired and our business operations and financial position may be materially and adversely affected.

We assess our operating performance using a set of key performance indicators, which include Monthly Active Users (“MAUs”) and cumulative registered users. Capturing accurate data is subject to various limitations, as is true with many internet companies. For example, we may need to collect certain data from third-party distribution platforms or other third parties, which limits our ability to verify the reliability of such data, or we may not be able to collect any data from third parties at all.

The key operating performance indicators we use may not always reflect our actual operating performance. Similarly, we may incorrectly assess our key operating performance indicators and in turn make incorrect operational and strategic decisions. Failure to capture accurate data or an incorrect assessment of this data may materially harm our business operations and financial position.

We cannot assure the contents of the mobile games are free from programming errors and/or intellectual property infringements and there is no assurance that our business operations will not infringe any patents, valid copyrights or other intellectual property rights held by third parties in the future.

Our licensed mobile games may contain undetected programming errors or infringe third-party intellectual property rights. We have no control over the content nor the game programming of the licensed games, as these remained in the control of the third-party developers. Moreover, there is no assurance that the contents of the licensed games will be well received by the market. Furthermore, we may be subject to claims and legal proceedings from time to time relating to the use of intellectual property of others. If we are found guilty, we may be prohibited from using such intellectual property, as well as paying licensing fees or forced to alter the contents of our mobile games. We may further be subject to fines and penalties in relation to such violations. Substantial time and money will be expended to defend against such claims, regardless of their merits. There is no assurance that we will not be alleged for infringing the patents, copyrights, trademarks or other intellectual property rights held by third parties and involve in claims and proceedings from time to time in the future. Should any of the above realize, it may materially and adversely affect our business operations and financial position.

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

We receive, process, and store personal information of players in the course of our business. This is subject to governmental rules and regulations regarding privacy. Any failure in compliance with such obligations may materially affect our business operations and reputation.

We receive, process and store personal information of players when they create their game accounts. Laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other player data on the mobile platforms are changing rapidly and subject to interpretations in different jurisdictions, which may not be consistent. Any failure or perceived failure by us to comply with our privacy policies, our privacy related obligations to players or third parties, or our privacy related legal obligations or any compromise in security that may result in unauthorized access, release or transfer of personally identifiable information or data may result in governmental enforcement actions, litigations, or public sanctions against us by players. Any loss of trust or confidence by our players may have a long term adversarial effect on our business operations and reputation.

Our continued success requires us to hire, train and retain qualified personnel in a competitive industry.

The success of our business depends upon our ability to attract, train and retain qualified, reliable personnel, including, but not limited to, our executive officers and key management personnel, such as Ms. Yujie CHEN, Mr. Wai Shing MAN and Mr. Sing Hon LAM. Additionally, the successful operation of our business depends upon our employees who possess the necessary and required experience and expertise and who will perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnel is intense. As a result, it may be difficult to attract and retain qualified individuals with the requisite expertise.

We may encounter external interruptions such as hacking or cheating. Any interruption to our services may material and adversely affect our reputation and results of operations.

We may face the challenge of external interruption, for example, parties unrelated to us may develop programs to interrupt the operation of our games; players may also develop programs or use other means such as hacking and cheating to infringe upon the game accounts of other users in order to gain unfair in-game advantages. While we offer customer service to our players, we may not be able to meet or conform to players’ requirements on rectification of defects and elimination of external interruptions in our games in a timely manner. We may incur additional costs in rectifying the defects or eliminating external interruptions or defending any legal proceedings and/or claims brought by our users. We do not carry any insurance against claims or liabilities of such nature. Continued hacking and cheating activities may adversely affect the image of our games and players perception of reliability of our games and our game distribution platforms. The occurrence of undetected errors or defects in our games, and our failure to discover and eliminate the external interruptions could disrupt our operations, damage our reputation and weaken players’ confidence in us, and may adversely affect our sales performance, financial condition and results of operations.

We are subject to payment-related risks and third-party payment processing-related risks, which could adversely affect our reputation and results of operations.

Players that purchase our virtual items and products through mainstream mobile payment solution or third party payment platforms. If any of the major payment service providers or payment platforms were to become unable or unwilling to settle the receivable in a timely manner or at all, the liquidity of our business could be adversely affected and they may have to write off receivables or increase provisions against bad debts, which may in turn affect revenue we are entitled to receive. Also, if any of such payment service providers or payment platforms were to become unable or unwilling to provide payment processing services, including processing payments made with credit cards and debit cards, our business operations and financial condition could be materially and adversely affected.

We are subject to client complaints in the course of our operations.

Given the nature of the mobile game industry and subjective views on the level of satisfaction of our services provided, on occasions, we are susceptible to complaints associated with our services. Common client complaints include (i) unsatisfactory results of our services, such as loss of connection; (ii) disputes over top-up of platform credits/in-game currency or the exchange into in-game virtual items; and (iii) unsatisfactory staff services.

Regardless of merit of the claims, we need to divert management resources and incur extra costs to handle these complaints and possible litigation matters which could affect our corporate image and reputation in the industry if they were widely published by the media. In certain circumstances, we may settle the complaints with our clients which may result in financial losses to us. In addition, we have not purchased any professional indemnity insurance for claims relating to losses arising from our services. A successful liability claim against us can result in legal costs which in turn, can affect our results of operation and financial condition.

We may not be able to implement our business plans effectively to achieve future growth.

Our expansion plan is based upon a forward-looking assessment of market prospects of the mobile game industry and there is no assurance that such assessment will always turn out to be correct or that it will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond our control. Such factors include, but are not limited to, changes in economic conditions, changes in supply and demand for our services and government regulations. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating its resources and managing its relationships with a growing number of business partners. There can be no assurance that future growth will materialize or that we will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.

We have experienced recent rapid growth, which may not be indicative of our future growth. We may be unable to effectively manage the growth of our business, which could adversely affect our business, financial condition, and results of operations.

We have experienced rapid growth in the scale, scope, and complexity of our business. Although we were founded only in 2023, today, we have a globally diversified portfolio of 16 games. Our growth in any prior period should not be relied upon as an indication of our future performance, as we may not be able to sustain our growth rate in the future. Even if our revenue continues to increase, we expect that our revenue growth rate may decline in the future as a result of a variety of factors, including because of more difficult comparisons to prior periods and the saturation of the market. The overall growth of our revenue depends in part on our ability to execute on our growth strategies.

Additionally, the growth and expansion of our business has placed and continues to place a significant strain on our management, operations, financial infrastructure, and corporate culture. Our future success depends in part on our ability to manage this expanded business and to continue to grow our business. If not managed effectively, this growth could result in the over-extension of our management systems and information technology systems and our internal controls and procedures may not be adequate to support this growth. Failure to adequately manage our growth in any of these ways may cause damage to our brand and reputation and adversely affect our business, financial condition, and results of operations.

We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and our operating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us.

Furthermore, if global economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to draw upon credit facilities may be impacted. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges, resulting in loss of market share, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

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, 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 consolidated financial statements as of June 30, 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; and (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.

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 within one year from the completion of the Offering; and ii) appointing independent directors, establishing an audit committee and strengthening corporate governance, which shall be completed upon the effectiveness of this registration statement. We do not expect to incur significant costs to remediate the material weaknesses.

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.

We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiary.

We are dependent on the income generated by our Operating Subsidiary in order to make distributions and dividends on the shares. The amount of distributions and dividends, if any, which may be paid to us from our Operating Subsidiary will depend on many factors, including such subsidiary’s results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness, and other factors which may be outside our control. If our Operating Subsidiary do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares.

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

As of the date of this prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into, and out of Hong Kong (including funds from Hong Kong to mainland China), except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future. There is no assurance the PRC government will not intervene in or impose restrictions on our ability to transfer cash or assets

As a result of the above, to the extent cash or assets in the business are in Hong Kong or 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 on the ability of our Company or our subsidiaries by the competent government to the transfer of cash or assets.

Our significant shareholder has considerable influence over our corporate matters.

Ms. Yujie Chen, our Chairman and Director, through Champion Wave Holdings Limited, beneficially owns and controls [5,550] Ordinary Shares that correspond to [55.50]% of the aggregate voting power on a pre-Offering basis and [●]% of the aggregate voting power on a post-Offering basis of our issued and outstanding Ordinary Shares (assuming no over-allotment option is exercised). Ms. Chen will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of the Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our significant shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our significant shareholder has, considerable influence over our corporate matters, his/her interests may differ from the interests of our company as a whole. The shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

If we fail to promote and maintain our brand effectively and cost-efficiently, our business and results of operations may be harmed.

We believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers. Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. Our future marketing efforts will likely require us to incur additional expenses. These efforts may not result in increased revenue in the immediate future or at all and, even if they do, any increase in revenue may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

Events such as epidemics, natural disasters, adverse weather conditions, political unrest and terrorist attacks could significantly delay, or even prevent us from completing, our projects.

Our operations are subject to uncertainties and contingencies beyond our control that could result in material disruptions in our operations and adversely affect our business. These include epidemics, natural disasters, fire, adverse weather conditions, political unrest, wars and terrorist attacks. Any such events could cause us to reduce or halt our operation, adversely affect our business operation, increase our costs and/or prevent us from completing our projects, any one of which could materially and adversely affect our business, financial condition and results of operations.

In such an event, our business operations may also be severely disrupted due to a negative impact on investor confidence and risk appetites, the fund-raising activities of issuers and proposed listing applicants, the macroeconomic conditions as well as the financial conditions in Hong Kong. Our business operations, financial condition as well as our fund-raising activities as contemplated by this prospectus may be materially and adversely affected as a result.

Our insurance coverage may not be adequate to cover potential liabilities.

Certain risks disclosed elsewhere in this section such as risks with third-party developers are generally not covered by insurance because they are either uninsurable or it is not cost justifiable to insure against such risks. Insurance policies covering losses from acts of war, terrorism, or natural catastrophes are also either unavailable or cost prohibitive.

Further, we may be subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant liabilities arise due to accidents, natural disasters, or other events which are not covered or are inadequately covered by our insurance, our business may be adversely affected, potentially lead to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss.

We cannot guarantee that our current levels of insurance are sufficient to cover all potential risks and losses. In addition, we cannot guarantee that we can renew our policies or can renew our policies on similar or other acceptable terms. If we suffer from severe unexpected losses or losses that far exceed the policy limits, it could have a material and adverse effect on our business, financial position, results of operations and prospect.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of the Ordinary Shares.

Our revenues and expenses will be denominated predominantly in Hong Kong dollars. The value of the Hong Kong dollar against the U.S. dollar may fluctuate and may be affected by, among other things, changes in political and economic conditions. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar.

Our business is conducted in Hong Kong, our books and records are maintained in H.K. dollar, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between H.K. dollar and United States dollar affect the value of our assets and the results of our operations, when presented in United States dollars. Any significant fluctuations in the exchange rates between Hong Kong dollars to U.S. dollars may have a material adverse effect on our revenue and financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this Offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.

Our business is susceptible to government policies and macroeconomic conditions, including risks of general economic downturn and deteriorating market conditions, such as Sino-U.S. trade conflicts.

The market growth of mobile game industry highly correlates to macroeconomic environment. Particularly, during economic downturns, due to limited disposable income, players are more conservative to invest capital resources to mobile games. As a result, the issue of macroeconomic condition may adversely impact the mobile game industry.

As our business and operations are based in Hong Kong, our business growth is primarily dependent upon the global economy and market condition. The market conditions are directly affected by, among other things, the global and local political and economic environments, such as uncertainties about the Sino-U.S. trade conflicts. Any sudden downturn in the general economic environment or change to political environment beyond our control may adversely affect the financial market sentiment in general. As such, our revenue and profitability may fluctuate and we cannot assure you that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions.

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.

Cybersecurity incidents could disrupt our business operations, which could result in the loss of critical and confidential information, and harm our business.

Global cybersecurity threats and incidents directed at us or any of our third-party service providers we engage can range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures known as advanced persistent threats. In the ordinary course of our business, we and our third-party service providers collect and store sensitive data, including our proprietary business information and intellectual property, and that of our customers, including personally identifiable information. Additionally, we rely increasingly on third-party providers to store and process data, and to communicate and work collaboratively. The secure processing, maintenance, and transmission of information are critical to our operations and we rely on the security procedures of these third-party providers. Although we employ comprehensive measures designed to prevent, detect, address, and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties, including personally identifiable information of our customers) and the disruption of business operations. Any such compromises to our security, or that of our third-party providers, could cause customers to lose trust and confidence in us, and stop using our website and mobile application in their entirety. In addition, we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage, and compensation to customers and business partners. We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

Our business is intensely competitive. We may not deliver successful and engaging products and services, or consumers may prefer our competitors’ products or services over our own.

Competition in our business is intense. Many new products and services are regularly introduced, but only a relatively small number of products and associated services drive significant engagement and account for a significant portion of total revenue. Our competitors range from established game distributing companies to emerging start-ups. In addition, we compete with large, diversified companies that have strengthened their game distributing capabilities. Their greater financial and other resources provide larger budgets to recruit our key creative and technical talent, develop and market products and services that gain consumer success, shift player time and engagement away from our products and services, or otherwise disrupt our operations. We also expect new competitors to continue to emerge throughout the world. If our competitors develop more successful and engaging products or services, offer competitive products or services at lower price points, or if we do not continue to develop consistently high-quality, well-received and engaging products and services, secure partnerships with promising game studios, or if our marketing strategies are not innovative or fail to resonate with players, particularly during key selling periods, our revenue, margins, and profitability will decline.

We strive to partner with game studios that create innovative and high-quality games, and distribute such games that allow us to grow the global online communities and reach more players. However, innovative and high-quality titles, even if highly-reviewed or critically acclaimed, may not meet our expectations or the expectations of our players. Many financially successful games within our industry are iterations of prior titles with large established consumer bases and significant brand recognition, which makes competing in certain categories challenging. In addition, products or services of our direct competitors or other entertainment companies have shifted consumer spending or engagement from our products and services and may do so in the future, which could cause our products and services to underperform.

A significant portion of our revenue historically has been derived from products and services based on a few popular franchises, and the underperformance of a single major title has had, and could in the future have, a material adverse impact on our financial results. For example, we have historically derived a significant portion of our net revenue from sales related to our Annie’s Pursuit and Wasteland Billionaire franchises. Any events or circumstances that negatively impact our Annie’s Pursuit and Wasteland Billionaire franchise, such as product or service quality, other products that take a portion of consumer spending and time, the delay or cancellation of a product or service launch, increased competition for key licenses, or real or perceived security or regulatory risks, negatively impacts our financial results to a disproportionate extent.

We intend to further leverage artificial intelligence products developed and licensed by third parties. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software could cause delays, errors, or failures of our services, increases in our expenses and reductions in our sales, which could materially and adversely affect our business, operating results and financial conditions.

We intend to utilize artificial intelligence (“AI”), which we define as a set of computational techniques and workloads involving training and inference of models, especially with deep learning and neural networks, that enable machines to perform tasks traditionally associated with human intelligence,   to enhance game features such as personalized player experiences (i.e. adaptive difficulty levels for puzzles), procedural content generation or player behavior analysis to increase player stickiness. We do not intend to utilize advance generative artificial intelligence to create entirely new games but rather to integrate artificial intelligence tools into our existing distribution model. Currently, we have no intention to internally develop such AI products, and instead, we plan to collaborate with third-party developers to acquire publishing rights for innovate mobile games that incorporate artificial elements.

Such third parties may discontinue their products or licenses, cease to provide their products or service to us and our Operating Subsidiary, go out of business, or otherwise cease to provide support for such products or services in the future. Commercially reasonable alternatives to the third-party software or services we license or receive, may not always be available, or it may be difficult or costly to replace existing third-party software or find a replacement third-party service. The use of additional or alternative third-party software will require us or our Operating Subsidiary to enter into license agreements with third parties, and we may not be able to enter into such agreements on advantageous terms. In addition, integration of the software used in the service of our Operating Subsidiary with new third-party software may require significant work and substantial investment of our time and resources. Also, to the extent that our services offerings depend upon the successful operation of third-party software, any undetected errors or defects in, or disruptions to the functionality of, such third-party software could prevent the deployment or impair the functionality of our services and operations, delay new services introductions, result in interruption of our operations, and injure our reputation, which in each case could harm our financial condition and results of operations.

There are significant risks involved in utilizing artificial intelligence and no assurance can be provided that our use of such artificial intelligence will enhance our products or services or produce the intended results. The AI models we plan to utilize, which are developed by external vendors, may be incorrectly designed, improperly maintained, incomplete, inadequate, or biased in some way, which could degrade the performance of our products, services, and business, harm our reputation, or expose us to liability through the violation of laws and regulations, third-party intellectual property, privacy, or other rights, or contracts to which we are a party. Further, artificial intelligence presents novel and significant ethical issues and may subject us and our subsidiaries to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of artificial intelligence, could impair the acceptance of artificial intelligence solutions, including those incorporated in our products and services. If the artificial intelligence tools that our Operating Subsidiary use are deficient, inaccurate or controversial, we and our Operating Subsidiary could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. Because artificial intelligence technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of artificial intelligence.

We may not meet our product development schedules.

Our ability to meet product development schedules is affected by a number of factors both within and outside our control, including feedback from players, the creative processes involved, the coordination of large and sometimes geographically dispersed development teams, evolving work models, the complexity of our products and the platforms for which they are developed, the need to fine-tune our products prior to their release, and, in certain cases, approvals from third parties. Since the incorporation of Grand Universe, we have not experienced any material development delays for our products and services. Any failure to meet anticipated production or release schedules likely would result in a delay of revenue and/or possibly a significant shortfall in our revenue, increase our development and/or marketing expenses, harm our profitability, and cause our operating results to be materially different than anticipated. If we miss key selling periods for products or services as a result of product delays or product cancellations, our sales likely will suffer significantly.

Our industry changes rapidly and we may fail to anticipate or successfully implement new or evolving technologies, or adopt successful business strategies, distribution methods or services.

Rapid changes in our industry require us to anticipate, sometimes years in advance, the ways in which our business can remain competitive in the market. We have invested, and in the future may invest, in new business and marketing strategies, tools and technologies, distribution methods, products, and services. There can be no assurance that the strategic investments we pursue will achieve financial results that meet or exceed our expectations. We may miss opportunities or fail to respond quickly enough to industry change, including the failure to adopt tools, technology and distribution methods or failure to develop new products, services or ways to engage with our games that become popular with consumers, each of which could adversely affect our financial results. For example, we expect our competitive landscape to evolve as artificial intelligence technology advances and is integrated into the markets in which we compete. Our competitors may incorporate new artificial intelligence tools and technology into their existing products and services more successfully, may use these new tools and technology more efficiently or may create new categories of products and services before we do.

Stakeholders have high expectations for the quality and integrity of our business, culture, products and services and we may be unsuccessful in meeting these expectations.

Expectations regarding the quality, performance and integrity of our business, brand, reputation, culture, products and services are high. Players and other stakeholders have sometimes been critical of our industry, brands, products, services, online communities, business models and/or practices for a wide variety of reasons, including perceptions about gameplay fun, fairness, game content, features or services, or objections to certain of our practices. These negative responses may not be foreseeable. We also may not effectively manage our responses because of reasons within or outside of our control. In addition, we have taken actions, including delaying the release of our games and delaying or discontinuing content, features and services for our games, after taking into consideration, among other things, feedback from our community or geopolitical events. These actions have had a negative impact on our financial results and have impacted our future development processes. We expect to continue to take actions as appropriate, including actions that may result in additional expenditures and the loss of revenue. Maintaining high ratings on the third-party console, platforms and devices on which we operate are important to drive players to our products and services. If we receive significant negative reviews that result in a decrease in our ratings, including as a result of negative review campaigns intended to harm our ratings, our games could be more difficult for players to find, negatively impacting our financial and operating results.

Certain of our games and features on our platforms support online features that allow players and viewers to communicate with one another and post content, in real time, that is visible to other players and viewers. From time to time, this “user generated content” may contain objectionable and offensive content that is distributed and disseminated by third parties and our brands may be negatively affected by such actions. If we fail to appropriately respond to the dissemination of such content, we may be subject to lawsuits and governmental regulation, our players may not engage with our products and services and/or may lose confidence in our brands and our financial results may be adversely affected.

Our products and services are extremely complex software programs and are difficult to develop and distribute. We have quality controls in place to detect defects, bugs or other errors in our products and services before they are released. Nonetheless, these quality controls are subject to human error, overriding, and resource or technical constraints. If these quality controls and preventative measures are not effective in detecting all defects, bugs or errors in our products and services before they have been released into the marketplace, then our products and services could be below our standards and the standards of our players and our reputation, brand and sales could be adversely affected. In addition, we could be required to, or may find it necessary to, offer a refund for the product or service, suspend the availability or sale of the product or service or expend significant resources to cure the defect, bug or error each of which could significantly harm our business and operating results.

Our revenue has been concentrated in the mobile app ecosystem and any failure to successfully expand and diversify our revenue sources beyond the mobile ecosystem could adversely affect our business, financial condition, and results of operations.

We face concentration risk in that our products and services operate in the mobile app ecosystem and specifically mobile gaming. As such, our business depends, in part, on the continued health and growth of these app ecosystems. Further, a significant portion of our revenue was derived from a limited number of customers. We typically receive payment from third-party distribution channels and advertisers and/or their agents. We consider the game developer as our customer and regard ourselves as the agent of the game developer in dealing with the player of the game product. Pursuant to the service agreements between the Company and the third-party game developers, we charge the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases. If any of these concentrated portions of our revenue are harmed or are lost, our business, financial condition, and results of operations could be adversely affected.

If we fail to effectively manage credit risk and interest rate risk, our business, financial condition, and results of operations could be adversely affected.

We face credit risk on our accounts receivable, cash balances in bank accounts and other current assets. We also face cash flow interest rate risk through the changes in interests rates and bank balances with floating interest rates. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risk” for further details. Although our management actively monitor the risk level, we cannot assure you that we are able to mitigate all risks in a timely manner, in particular risks beyond our control, such as a slowdown in economic growth, credit crsis or other adverse macroeconomic situations. If we fail to effectively manage credit risk and cash flow interest rate risk, our business, financial condition, and results of operations could be adversely affected.

If we fail to retain existing users or add new users cost-effectively, or if our users decrease their level of engagement with Apps, our business, financial condition, and results of operations could be adversely affected.

The size of our user base and the level of user engagement with our products and services are critical to our success. Our results of operations have been and will continue to be significantly determined by our success in acquiring and engaging our users. We expect that the number of our users may fluctuate or decline as a result of divestitures in our products and services or other actions we have taken in connection with our review of our portfolio, or in one or more markets from time to time, particularly in markets where we have achieved higher penetration rates or where the macroeconomic conditions have been negatively impacted. In addition, if people do not perceive our products and services as useful or entertaining, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement, which could harm our revenue. A number of games that we have distributed that achieved early popularity have since seen their user bases or user engagement levels decline. There is no guarantee that we will not experience a similar erosion of our users or user engagement levels. Our user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as we introduce new and different Apps. Any number of factors can adversely affect user growth and engagement, including if:

Additionally, we expect it will become increasingly difficult and more expensive for us to acquire users for our products and services for a variety of reasons, including the increasingly competitive nature of the mobile app ecosystem and the significant amount of time and attention users are dedicating to competing entertainment options. Further, we believe that the changes that Apple has implemented during the last several years to its platform, particularly the removal of the Top Grossing rankings and decreasing the prominence of the Top Free rankings as well as transparency and Apple’s Identifier for Advertiser (IDFA) changes, have adversely affected the number of organic downloads of our products and services. If our competitors increase their user acquisition spending, we could experience higher costs per an install for our distributed games, which would adversely affect our revenue and margins. Furthermore, our spending on user acquisition is based on certain assumptions about their projected behavior, particularly for new games for which we do not have similar offerings in our portfolio to aid us in our modeling efforts. If we are unable to grow our user base and increase our user engagement levels, or unable to do so cost effectively, our business, financial condition, and results of operations could be adversely affected.

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

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:

Nasdaq may apply additional and more stringent criteria for our continued listing.

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

If we fail to continue to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.

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.

We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future, even if we initially meet the listing requirements and other applicable rules of Nasdaq. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity. Additionally, the requirements of being a public company may strain our resources and divert management’s attention.

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 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 US$1.235 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 Sarbanes-Oxley Act 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 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.

Additionally, 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.

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 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 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 US$1.235 billion, (2) if we issue more than US$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 US$700 million as of any February 28 before that time, in which case we would no longer be an emerging growth company as of the following February 28. 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 our Chairman and Director, Ms. Yujie Chen, through Champion Wave Holdings Limited will own a majority of our Ordinary Shares following the Offering and we will continue to be a controlled company as 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. Please refer to the paragraph titled “Risk Factors — Our significant shareholder has considerable influence over our corporate matters.”

Ordinary Shares eligible for future sale may adversely affect the market price of our Ordinary Shares, as the future sales, or the perception of future sales, of a substantial amount of outstanding Ordinary Shares in the public marketplace could reduce the price of our Ordinary Shares.

The sale of substantial amounts of Ordinary Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this Offering we will have a total of [●] Ordinary Shares outstanding. Of the outstanding Ordinary Shares, the [●] Ordinary Shares sold or issued in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any Ordinary Shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in “Ordinary Shares Eligible for Future Sale.” All remaining Ordinary Shares, which are currently held by our shareholder, may be sold in the public market in the future subject to the lock-up agreements and the restrictions contained in Rule 144 under the Securities Act. If our shareholder sells a substantial amount of Ordinary Shares, the prevailing market price for our Ordinary Shares could be adversely affected. Our executive officers, directors and shareholder will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of our Ordinary Shares and certain other securities held by them for a period of no less than six months following the date of this prospectus. The underwriters may, in their sole discretion and at any time without notice, release all or any portion of the Ordinary Shares subject to any such lock-up agreements. As restrictions on resale end, the market price of our Ordinary Shares could drop significantly if the holders of our restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Ordinary Shares or other securities.

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. We may also 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.

The IPO price for our Ordinary Shares will be determined through negotiations between the underwriters 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:

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.

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.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds to finance further expansion of our capacity and business for our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

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 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, which may cause you to face difficulties in protecting your interests. Additionally, your ability to protect your rights through U.S. courts may also be limited, because we are incorporated under Cayman Islands law.

Although we are a Cayman Islands incorporated company, we conduct all of our operations in Hong Kong and all of our assets are located in Hong Kong. In addition, a majority of our directors and executive officers 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.

As at the date of this prospectus, our chairman and director, Ms. Yujie Chen, chief executive officer and director, Mr. Wai Shing MAN, chief financial officer, Mr. Sing Hon LAM, and all members of the board of directors of Joybyte Cayman, including [●], [●] and [●], are based in Hong Kong. We have been advised by our Cayman Islands legal counsel that there is 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, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

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

David Fong & 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.

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.

Our corporate affairs are governed by our Memorandum and Articles (as may be amended from time to time), , 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 are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have 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”.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. If such mail is delayed, it may impair your ability to communicate with us.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Material United States Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

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 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 profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

We caution you that the foregoing list may not contain all of the forward-looking statements made in this registration statement.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this registration statement. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this registration statement. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this registration statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this registration statement to reflect events or circumstances after the date of this registration statement or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and industry publications through publicly available sources, as well as the industry report commissioned by us and prepared by Migo, an independent research firm, regarding our industry and our market position in Hong Kong. Statistical data in these publications may include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. In addition, the new and rapidly changing nature of the mobile game industry, especially the increase in online activities among players at different stages of the production chain results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our operations. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

After deducting the estimated underwriters’ discount and commissions, the Representative’s advisory fee, the non-accountable expense allowance and offering expenses payable by us, we expect to receive net proceeds of approximately US$[●] (or US$[●] in the aggregate if the underwriters exercise their over-allotment option in full) from this Offering. These estimates are based upon an assumed IPO price of US$[●] per Ordinary Share, which is the midpoint of the range set forth on the cover of this prospectus.

We intend to use the net proceeds of this Offering as follows, after we complete the remittance process:

The precise amounts and percentage of proceeds we devote to particular categories of activity, and their priority of use, will depend on prevailing market and business conditions as well as on the nature of particular opportunities that may arise from time to time. Accordingly, we reserve the right to change the use of proceeds that we presently anticipate and describe herein.

The foregoing is set forth based on the order of priority of each purpose and represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

To the extent that the net proceeds we receive from this Offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Each US$1.00 increase (decrease) in the assumed IPO price of US$[●] per Ordinary Share would increase (decrease) the net proceeds to us from this Offering by US$[●], assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, the Representative’s advisory fee, the non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1 million in the number of Ordinary Shares we are offering would increase (decrease) the net proceeds to us from this Offering by US$[●], assuming the assumed IPO price remains the same, and after deducting the underwriting discounts and commissions, the Representative’s advisory fee, the non-accountable expense allowance and estimated offering expenses payable by us.

DIVIDEND POLICY

During the years ended June 30, 2025 and 2024 and up to the date of this prospectus, no transfers, dividends or distributions have been made by JoyByte Cayman, Success Wave and Grand Universe. We intend to retain all available funds and future earnings, if any, for operation and business development, however, we may pay dividends on our Ordinary Shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. 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, our board of directors may authorize payment of a dividend to shareholders at such time and of such an amount out of profits or our share premium account, if shares have been issued at a premium. No dividend may be paid out of our share premium account unless immediately following the payment we are able to pay our debts as they fall due in the ordinary course of business. Subject to compliance with applicable solvency requirements, there is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us by dividend.

As we are a holding company, we rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiary.

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

As an exempted company, we are not subject to any income, withholding or capital gains taxes in the Cayman Islands. Our shareholders will not be subject to any income, withholding or capital gains taxes in the Cayman Islands with respect to their shares and dividends received on those shares, nor will they be subject to any estate or inheritance taxes in the Cayman Islands.

CAPITALIZATION

The following tables set forth our cash and cash equivalents and capitalization as of June 30, 2025:

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

A US$1.00 increase (decrease) in the assumed public offering price of US$[●] per Ordinary Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) the as adjusted amount of each of total shareholders’ equity and total capitalization by approximately US$[●] million, 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 the underwriting discounts and commissions, the Representative’s advisory fee, non-accountable expense allowance, and estimated offering expenses payable by us. 

Similarly, each increase (decrease) of one million Ordinary Shares offered by us would increase (decrease) total the as adjusted amount of each of stockholders’ equity (deficit) and total capitalization by approximately US$[●] million, assuming the assumed initial public offering price of US$[●] per Ordinary Share (which is the midpoint of the range set forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions, the Representative’s advisory fee, non-accountable expense allowance, and estimated offering expenses payable by us.

DILUTION

If you invest in our Ordinary Shares, you will incur immediate dilution since the public offering price per Ordinary Share you will pay in this Offering is more than the net tangible book value per Ordinary Share immediately after this Offering.

The net tangible book value of our Ordinary Shares, as of June 30, 2025 was US$[1,069,832], or US$[●] per Ordinary Share. Net tangible book value per share represents the amount of our total tangible assets, excluding deferred IPO costs, reduced by the amount of our total liabilities, divided by the total number of Ordinary Shares outstanding. Tangible assets equal our total assets less intangible assets, deferred tax assets and deferred offering cost.

The dilution in net tangible book value per share to new investors, represents the difference between the amount per share paid by purchasers of Ordinary Shares in this Offering and the as adjusted net tangible book value per share immediately after completion of this Offering. After giving effect to the sale of the [●] Ordinary Shares being sold based on the assumed initial public offering price of US$[●] per Ordinary Share, and after deducting underwriters’ discount and commissions, the Representative’s advisory fee and the non-accountable expense allowance payable by us in the amount of US$[●] and estimated offering expenses in the amount of US$[●], our as adjusted net tangible book value would be approximately US$[●] or US$[●] per Ordinary Share. This represents an immediate increase in net tangible book value of US$[●] per share to existing shareholders and an immediate decrease in net tangible book value of US$[●] per share to new investors purchasing the Ordinary Shares in this Offering.

The following table illustrates this per share dilution:

Our as adjusted net tangible book value after the Offering, and the decrease to new investors in the Offering, will change from the amounts shown above if the underwriters’ over-allotment option is exercised.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$[●] per Ordinary Share (the midpoint of the initial public offering price range reflected on the cover page of this prospectus), would increase our as adjusted net tangible book value per Ordinary Share after this Offering by US$[●] per Ordinary Share and the dilution per Ordinary Share to new investors participating in this Offering by US$[●] 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 the underwriting discounts and commissions, the Representative’s advisory fee, non-accountable expense allowance, estimated offering expenses payable by us. Similarly, each 1,000,000 increase (decrease) in the number of Ordinary Shares offered by us would increase (decrease) our as adjusted net tangible book value per Ordinary Share after this Offering by US$[●] per Ordinary Share and decrease (increase) the dilution per share to new investors participating in this Offering by US$[●] per Ordinary Share, assuming that the assumed initial public offering price remains the same, deducting the underwriting discounts and commissions, the Representative’s advisory fee, non-accountable expense allowance, estimated offering expenses payable by us.

The following table sets forth, on an as adjusted basis as of June 30, 2025, the difference between the number of Ordinary Shares purchased from us, the total cash consideration paid, and the average price per Ordinary Share paid by our existing shareholders and by new public investors before deducting estimated underwriters’ discounts and commissions, the Representative’s advisory fee, the non-accountable expense allowance and estimated offering expenses payable by us, based on an assumed public offering price of US$[●] per Ordinary Share:

The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this Offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this Offering determined at pricing. To the extent the underwriters’ over-allotment option is exercised or to the extent that we issue new securities which result in the issuance of additional Ordinary Shares, new investors would experience further dilution.

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

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

Overview

Our mission is to distribute captivating leisure mobile games and bring a smile to everyone who plays our games.

Headquartered in Hong Kong, We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on February 17, 2025, as a holding company. We operate our business primarily through our indirectly wholly-owned Operating Subsidiary, Grand Universe. Grand Universe distributes leisure mobile games globally (except the PRC). Grand Universe was founded in February 2023. With a short operating history, Grand Universe has successfully reached a broad and active player base and achieve success in distributing leisure mobile games. As of June 30, 2025, Grand Universe’s game portfolio includes 16 mobile games, including Annie’s Pursuit, Wasteland Billionaire and Fantasy Screw. Our games are generally played in multiple short sessions and offer challenges for players to overcome during the gameplay. As of June 30, 2025, Grand Universe’s mobile games had over 25 million cumulative registered users. For the month ended June 30, 2025, Grand Universe’s average MAU was over 720,000, data of cumulative registered users and MAU extracted from third-party distribution platforms or other third parties.

For the years ended June 30, 2025 and 2024, our total revenue was US$2.9 million and US$1.1 million, respectively. Our gross profit and net income were US$1.4 million and US$1.1 million, respectively, for the year ended June 30, 2025, as compared to our gross loss and net loss of US$0.2 million and US$0.2 million, respectively, for the year ended June 30, 2024.

The Company markets and operates online games pursuant to business arrangements under which third-party game developers authorize the Company to conduct precision marketing, publishing and payment channel operation and/or brand development services.

Key factors affecting operating results

We believe the following key factors may affect our results of operations:

Ability of our Group to stay competitive in the market

Competition in our business is intense. Many new products and services are regularly introduced, but only a relatively small number of products and associated services drive significant engagement and account for a significant portion of total revenue. Our competitors range from established game distributing companies to emerging start-ups. We strive to partner with game studios that create innovative and high-quality games, and distribute such games that allow us to grow the global online communities and reach more players.

Ability to cope with rapid change of our industry

Rapid changes in our industry require us to anticipate, sometimes years in advance, the ways in which our business can remain competitive in the market. We have invested, and in the future may continue to invest, in new business and marketing strategies, tools and technologies, distribution methods, products, and services. There can be no assurance that the strategic investments we pursue will achieve financial results that meet or exceed our expectations. We may miss opportunities or fail to respond quickly enough to industry change, including the failure to adopt tools, technology and distribution methods or failure to develop new products, services or ways to engage with our games that become popular with consumers, each of which could adversely affect our financial results.

Concentration in the mobile app ecosystem

We face concentration risk in that our products and services operate in the mobile app ecosystem and specifically mobile gaming. As such, our business depends, in part, on the continued health and growth of these app ecosystems. Further, a significant portion of our revenue was derived from a limited number of customers. We typically receive payment from third-party distribution channels and advertisers and/or their agents. We consider the game developer as our customer and regard ourselves as the agent of the game developer in dealing with the player of the game product. Pursuant to the service agreements between the Company and the third-party game developers, we charge the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases. If any of these concentrated portions of our revenue are harmed or are lost, our business, financial condition, and results of operations could be adversely affected.

Key Operating Metrics

We are dedicated to creating and distributing high-quality, engaging casual and social mobile games that foster fun and connection among players globally. The Company's success is measured through key performance indicators (KPIs) such as total revenue, net income, and the number of games developed and launched.

Research and Development

The Company specializes in the marketing and monetization of casual and social mobile games, primarily by licensing titles from third-party developers. It does not maintain a formal research and development policy, focusing instead on strategic partnerships and effective monetization strategies to drive success.

Results of Operations

Comparison of Years Ended June 30, 2025 and 2024

The following table sets forth the consolidated results of our operations for the years ended June 30, 2025 and 2024, respectively, which may not be indicative of our Company’s future operating performance.

Revenue

Revenue increased by approximately US$1.8 million or 159.5% from US$1.1 million in the year ended June 30, 2024 to US$2.9 million in the year ended June 30, 2025, mainly due to the increase in revenue from advertising agencies services. The number of games licensed by Grand Universe increased significantly from 3 games during year ended June 30, 2024 to 16 games during year ended June 30, 2025, the increase in revenue for the year ended June 30, 2025 was significantly contributed by these new licensed games.

The table below sets out our revenue by service categories of our clients for the years ended June 30, 2025 and 2024. The information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Disaggregated information of revenue by major sources are as follows:

Disaggregated information of revenue by geographical area is as follows:

For the years ended June 30, 2025 and 2024, all of the Company’s revenues originated in the Asia Pacific region.

Disaggregated information of revenue by service delivery method is as follows:

For the years ended June 30, 2025 and 2024, all of the Company’s services were delivered through mobile.

Cost of revenue

Cost of revenue consists primarily of advertising and promotion through various channels (e.g. Apple App Store, Google Play) as well as traffic acquisition (strategies used to attract players). Grand Universe also promotes mobile games through various third-party platforms (e.g. Blue Media Pte Ltd, Newbyera Technology Ltd) to attract players. Our cost of revenue increased by approximately US$0.2 million or 14.3% from US$1.3 million in the year ended June 30, 2024 to US$1.5 million in the year ended June 30, 2025, mainly contributed by additional advertising and promotion cost for new mobile games launched during the year ended June 30, 2025.

Gross profit

Our gross profit increased by approximately US$1.6 million, from gross loss of US$0.2 million for the year ended June 30, 2024 to US$1.4 million for the year ended June 30, 2025. Loss margin was approximately 18.5% in the year ended June 30, 2024 and profit margin was approximately 47.8% in the year ended June 30, 2025. The increase in gross profit in the year ended June 30, 2025 was mainly attributable to a significant increase in the number of new mobile games launched during the year ended June 30, 2025.

General and administrative expenses

General and administrative expenses were approximately 3.8% and 0.8% of total sales in the year ended June 30, 2025 and the year ended June 30, 2024 respectively. General and administrative expenses are mainly management and office salaries, audit fees and operating lease cost. Our general and administrative expenses increased by approximately US$101,000 or 1190.7% from approximately US$9,000 in the year ended June 30, 2024 to US$111,000 in the year ended June 30, 2025. The increase in general and administrative expenses mainly contributed by an increase in staff salaries, audit fees and operating lease costs.

Interest expenses

Our interest expenses mainly comprised of interest on borrowings from an independent third party amounting to US$100,000 an interest rate of 12% per annum. Interest expense decreased by US$613, or 7.0%, from US$8,742 for the year ended June 30, 2024 to US$8,129 for the year ended June 30, 2025, and the borrowings was early repaid on March 4, 2025. Decreased interest expense on borrowings for the year ended June 30, 2025, due to a shorter borrowing period compared to the year ended June 30, 2024.

Income tax expense

We and our subsidiaries are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which the Company and its subsidiaries are domiciled or operate. Income tax expense is comprised mainly of Hong Kong income tax.

The income tax expense was approximately US$0.2 million for the year ended June 30, 2025 and there was no income tax expenses for the year ended June 30, 2024 due to tax loss for the year ended June 30, 2024. The effective tax rate remained relatively stable at 15.8% for the year ended June 30, 2024 and 15.6% for the year ended June 30, 2025, respectively.

Net income

We recorded net income of US$1.1 million for the year ended June 30, 2025, compared to net loss of US$0.2 million for the year ended June 30, 2024. Such increase was attributable to the increase in revenue and gross margin, partially offset by the increase in income tax expense.

Liquidity and Capital Resources

We financed our operations primarily through cash flows from operations, borrowings from independent third party and from a related party, Ms. Yujie Chen, the majority shareholder of the Controlling Shareholder, which have historically been sufficient to meet our working capital and capital expenditure requirements.

The Company recorded a material change in the sources of funds financing our operations in the year ended June 30, 2025. For the year ended June 30, 2024, advance from a related party that is interest free and repayable on demand, to which Ms. Yujie Chen is the source of funds, amounting to US$294,867, was a major source of funds for financing our operations. For the year ended June 30, 2025, we recorded a significant increase in cash provided by operating activities from net cash outflow from operating activities of US$169,302 for the year ended June 30, 2024 to net cash inflow from operating activities of US$1,590,937 for the year ended June 30, 2025. The increase in cash provided by operating activities was mainly due to the increase of net loss from US$191,648 for the year ended June 30, 2024 to net income US$1,084,068 for the year ended June 30, 2025. We derived sufficient cash from our operating activities for the year ended June 30, 2025 and no longer have to rely on advances from Ms. Yujie Chen and borrowings as the source of funds, to finance our operations. Our ability to maintain sufficient cash provided by operating activities is dependent on our ability to maintain and expand our client base, enhance our relationships with partners, make adjustments to our business operations to adopt to the business environment, attract and retain our employees, manage our future growth, improve the operational efficiency of our Operating Subsidiary and navigate an evolving regulatory environment. If we fail to address the aforementioned risks and challenges, our business may be materially and adversely affected. There is no assurance that we will sustain profitability or positive cash provided by operating activities. Current capability to maintain sufficient cash provided by operating activities is not indicative of future operating results.

As of June 30, 2025, we had cash and cash equivalents of approximately US$1.9 million. As of June 30, 2025, our current assets were approximately US$2.4 million, and our current liabilities were approximately US$1.4 million. As of June 30, 2024, our current assets were approximately US$0.3 million, and our current liabilities were approximately US$0.5 million. Our current ratio improved from approximately 0.6 times in the year ended June 30, 2024 to 1.8 times in the year ended June 30, 2025.

In view of the current cash and bank balances, funds generated by our operating activities, we believe our Company has sufficient resources to meet the working capital needs in the next 12 months from the date of this prospectus. As of June 30, 2025 and 2024, the amounts due to Ms. Yujie Chen were US$311,106 and US$294,867, respectively. However, our ability to meet the liquidity and capital requirements will be subject to future economic conditions and other factors which are beyond our control.

We may declare or pay dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Cash Flow

The following table sets forth a summary of our consolidated cash flows for the years ended June 30, 2025 and 2024, respectively:

Cash provided by (used in) operating activities

For the year ended June 30, 2025, our net cash provided by operating activities was US$1,590,937, which primarily reflected cash inflow from our net income of US$1,084,068 adjusted for (i) net non-cash expenses of US$49,488, representing non-cash provision for expected credit losses and deferred tax expenses, and (ii) net increase in cash flow from changes in operating assets and liabilities of US$457,381 mainly attributable to cash inflow arising from accounts payable and income tax payable of US$691,152 and US$153,011 respectively, which were offset by cash outflow arising from accounts receivable, prepaid expenses and other current assets of US$378,040 and interest payable of US$8,742. The number of games licensed by Grand Universe increased significantly from 3 games during year ended June 30, 2024 to 16 games during year ended June 30, 2025, the increase in net cash provided by operating activities for the year ended June 30, 2025 was significantly contributed by revenue generated from these new licensed games.

For the year ended June 30, 2024, our net cash used in operating activities was US$169,302, which primarily reflected cash outflow of net loss of US$191,648 adjusted for (i) net non-cash expenses of US$34,855 including non-cash provision for expected credit losses and deferred tax expenses, and (ii) a net increase in cash flow from changes in operating assets and liabilities of US$57,200 mainly including cash inflow arising from accounts receivable of US$38,795, accounts payable of US$9,663 and interest payable of US$8,742.

Cash provided by financing activities

For the year ended June 30, 2025, net cash provided by financing activities was US$147,397, which mainly consisted of (i) cash inflow from settlement of subscription receivables of US$384,615 and net cash inflow from a related party, being Ms. Yujie Chen of US$66,239, and (ii) cash outflow arising from repayment of borrowings and payments of offering costs related to our initial public offering of US$100,000 and US$153,457 respectively.

For the year ended March 31, 2023, net cash provided by financing activities was US$101,277, which consisted of new borrowings of US$100,000 and advance from a related party, Ms. Yujie Chen of US$1,277, the majority shareholder of the Controlling Shareholder.

Off-Balance Sheet Arrangements

We had not entered any material off-balance sheet transactions and arrangements during the years ended June 30, 2025 and 2024.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.

Leased Properties

Our Operating Subsidiary, Grand Universe, leases an office in Unit 1211, 12/F, One Midtown, 11 Hoi Shing Road, Tsuen Wan, Hong Kong, with a term from January 1, 2025 to December 31, 2025. The monthly rent for the office is US$1,410 (HK$11,000).

Capital Expenditures

We and our subsidiaries had not purchased any leasehold improvement and equipment for use in our operations during the years ended June 30, 2025 and 2024.

Quantitative and Qualitative Disclosures about Market Risk

Credit risk

Accounts receivable, net

In order to minimize the credit risk, the management of the Company has delegated a team responsible for determination of credit limits and credit approvals. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. Internal credit rating has been given to each category of debtors after considering aging, historical observed default rates and repayment history. Estimated loss rates are based on probability of default and loss given default with reference to an external credit report and are adjusted for reasonable and supportable forward-looking information that is available without undue costs or effort while credit-impaired trade balances were assessed individually. In this regard, the directors consider that the Company’s credit risk is significantly reduced. The maximum potential loss of accounts receivable for the years ended June 30, 2025 and 2024 is US$349,981 and US$124,762, respectively.

Bank balances

The Company is exposed to concentration of credit risk on liquid funds. The Company maintains the bank accounts in Hong Kong. Cash balances in bank accounts in Hong Kong are insured under the Deposit Protection Scheme introduced by the Government of Hong Kong for a maximum amount of US$102,564 (HK$8,500,000). Cash balances in bank accounts in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs.

Other current assets

The Company assessed the impairment for other current assets individually based on internal credit rating and ageing of these debtors which, in the opinion of the directors, have had no significant increase in credit risk since initial recognition. Based on the impairment assessment performed by the Company, the director considers the loss allowance for other current assets as of June 30, 2025 and 2024 is US$48 and nil, respectively.

Interest rate risk

Cash flow interest rate risk

The Company is exposed to cash flow interest rate risk through the changes in interest rates related mainly to the Company’s variable-rates bank balances.

The Company currently does not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. The directors monitor the Company’s exposures on an ongoing basis and will consider hedging the interest rate should the need arises.

Sensitivity analysis

Except for bank deposits included in cash in the consolidated balance sheets, the Company has no other significant floating interest-bearing assets or liabilities. As the cash flow interest rate risk is considered low, the Company’s income and operating cash flows are substantially independent of changes in market interest rates. Accordingly, no sensitivity analysis has been presented. 

Foreign currency risks

Foreign currency risk is the risk that the holding of foreign currency assets will affect the Company’s financial position as a result of a change in foreign currency exchange rates.

The Company’s monetary assets and liabilities are mainly denominated in Hong Kong, which is the functional currency of the operating subsidiary. In the opinion of the directors of the Company, the currency risk is considered insignificant. The Company currently does not resort to any foreign currency hedging facilities to eliminate the currency exposures. However, the directors closely monitor the related foreign currency exposure and will consider foreign currency hedging to mitigate foreign currency risk should the need arise.

Economic and political risks

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

The Company’s operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Inflation risk

Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s consolidated financial statements; however, significant increases in the price of labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

Significant Accounting Policies and Estimates

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

Significant accounting estimates are estimates that require us to make assumptions about matters that were highly uncertain at the time the accounting estimate were made and if different estimates that we reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely occur from period to period, have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

Significant Accounting Policies and Estimates is as follows:

Revenue recognition

Revenue from contracts with customers

The Company follows the rules and guidance set out under ASC 606, when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In accordance with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

The Company identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which need to be recognized as assets. The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The Company markets and operates online games pursuant to business arrangements under which third-party game developers authorize the Company to conduct precision marketing, publishing and payment channel operation and/or brand development services through:

(i) Distribution channels

All the online games that the Company markets or operates are under free-to-play basis whereby the players can play the game free of charge and are charged for purchase of virtual items in the game. Such payments are generally non-refundable and non-cancellable.

The Company considers the game developer as the customer and regard itself as the agent of the game developer in dealing with the player of the game product because (i) the game developer is responsible for providing game products, and embracing the right to authorize the Company to provide services; (ii) the game developer is responsible for the development, upgrade, update and maintenance of the game; (iii) the game developer independently sets the prices of virtual items in the game, and is responsible for the generation, transfer, operation and destruction of virtual items; and (iv) the game developer is responsible for hosting and maintaining the game server.

Pursuant to the service agreements between the Company and the third-party game developers, the Company charges the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases. Revenue is recognized on a net basis, representing amounts received from the distribution channels after deducting the distribution channels’ share and the developer’s share, at the point in time when the players pay for purchase of the virtual items in the game and the consideration is reasonably estimable.

(ii) Advertising agencies

The online games also allow the placement of advertisements within mobile applications, arranged through advertising agencies such as Google and AppLovin.

The Company considers the game developer as the customer and acts as an agent in arranging for advertisement placement because (i) the game developer is responsible for providing advertising inventories, and embracing the right to authorize the Company to arrange advertisements; (ii) the game developer is responsible for the development, upgrade, update, and maintenance of the game to ensure that the advertisements can be properly displayed; (iii) the Company does not set advertisement prices, which are determined by the advertising agencies; and (iv) the game developer is responsible for hosting and maintaining the game server.

Pursuant to the service agreements between the Company and third-party game developers, the Company charges the game developer a service fee based on certain percentage of the amounts remitted by the advertising agencies for advertisements displayed in the game. Revenue is recognized on a net basis, representing the Company’s share after deducting the shares of the game developer and the advertising agency, at the point in time when the advertisement is displayed and the consideration is reasonably estimable.

Use of estimates

The preparation of the consolidated financial statements in conformity with the US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates.

Adoption of new accounting standard

In November, 2023, the FASB issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting (“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on July 1, 2024, which was applied retrospectively to all prior periods presented. See Note 14 for further information.

OUR CORPORATE HISTORY AND STRUCTURE

We are not a Hong Kong or a mainland China operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct all of our operations through our operating company in Hong Kong, Grand Universe. This is an offering of the Ordinary Shares of JoyByte Holdings Limited, the holding company in the Cayman Islands, instead of the shares of Grand Universe.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforcement of Civil Liabilities” for more information.

The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this registration statement:

The chart below illustrates our corporate structure and identifies our subsidiaries immediately after our initial public offering:

The Company, JoyByte Holdings Limited, is an exempted company with limited liability incorporated under the law of the Cayman Islands on February 17, 2025, with its sole shareholder at incorporation being Champion Wave Holdings Limited. The authorized share capital of the Company is US$50,000 divided into 5,000,000,000 ordinary shares with a par value of US$0.00001.

Success Wave Holdings Limited was incorporated on January 21, 2025 under the laws of the British Virgin Islands. The sole shareholder of Success Wave Holdings Limited is JoyByte Holdings Limited.

HongKong Grand Universe Technology Limited was incorporated on February 7, 2023 under the laws of Hong Kong. The sole shareholder of HongKong Grand Universe Technology Limited is Success Wave Holdings Limited.

On March 6, 2025, Success Wave Holdings Limited acquired 50,000 shares, being the entire issued share capital of HongKong Grand Universe Technology Limited from Ms. Yujie Chen, at the consideration of HK$1. Subsequent to the transfer, HongKong Grand Universe Technology Limited became an indirect wholly-owned subsidiary of the Company.

On April 3, 2025, Champion Wave Holdings Limited entered into Sale and Purchase Agreements with Leading Best Global Limited and five other investors, respectively. Pursuant to the Sales and Purchase Agreements, Champion Wave Holdings Limited was to sell, and Leading Best Global Limited and five other investors were to acquire, 20.00%, 4.90%, 4.90%, 4.90%, 4.90% and 4.90% of the issued equity interests in JoyByte Holdings Limited, at the consideration of HK$600,000, HK$147,000, HK$147,000, HK$147,000, HK$147,000 and HK$147,000, respectively. On the same date, Champion Wave Holdings Limited executed the instrument of transfers whereby Champion Wave Holdings Limited transferred 2,000, 490, 490, 490, 490 and 490 Ordinary Shares, out of its 10,000 Ordinary Shares, to Leading Best Global Limited and five other investors, respectively. Subsequent to the transfers, JoyByte Holdings Limited is owned as to 5,550, 2,000, 490, 490, 490, 490 and 490 Ordinary Shares by Champion Wave Holdings Limited, Leading Best Global Limited and five other investors, respectively.

Our Controlling Shareholder, Champion Wave Holdings Limited, currently both directly and indirectly owns [55.50]% of our Ordinary Shares, and, upon consummation of this Offering, our Controlling Shareholder will own [●]% of our Ordinary Shares, which represent [●]% of the total voting power of our outstanding Shares assuming the underwriters do not exercise their over-allotment option (or [●]% of the total voting power assuming the underwriters exercise their over-allotment option). See “Risk Factors — Risks Related to Our Business and Industry — Our significant shareholder has considerable influence over our corporate matters.”

INDUSTRY OVERVIEW

The information presented in this section has been derived from an industry report commissioned by us and prepared by Migo, an independent research firm, regarding our industry and our market position in Hong Kong. We refer to this report as the “Migo’s Report.” We believe that the sources of such information are appropriate, and we have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. However, neither we nor any other party involved in this Offering has independently verified such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

Market Overview of the Online Gaming Industry

The online gaming industry in 2025 is vibrant and fast-evolving, defined by a wide range of game genres such as role-playing games (RPG), simulation, action and sports games, which are played across multiple platforms including PCs and, increasingly, mobile devices. According to the China Internet Network Information Center (CNNIC) latest published statistical report, as of June 2025, mobile gaming has surged ahead in popularity, especially in China, where the number of mobile internet users has reached approximately 1.12 billion and internet penetration stands near 79.7%. Advances in mobile technology, affordable smartphones, and widespread 5G connectivity have made mobile games the preferred choice for millions of users.

Revenue generation in the industry has diversified beyond traditional purchases to include free-to-play models, in-app purchases, subscriptions, advertising, esports, and even blockchain-based digital assets. Esports tournaments and influencer-driven live streaming have become central to player engagement and monetization. As the industry grows globally, major players are investing in cloud gaming, augmented reality (AR), virtual reality (VR) and artificial intelligence (AI) driven experiences to stay competitive, while also adapting to evolving regulatory standards and the increasing demand for localized, immersive, and social gaming experiences.

Overview of the Online Gaming Chain Analysis

The online gaming industry operates through a complex value chain, beginning with the conception and development of games and extending to end-user engagement and community participation. Creative teams—including writers, artists, and designers—develop game ideas and content, often leveraging intellectual property from partners such as sports leagues, music, or anime franchises. Game development involves programming, production, and rigorous quality assurance testing to ensure the final product meets high standards of playability, security, and performance. Prior to launch, content providers assess and refine the game to optimize the user experience.

Once a game is ready, publishers play a critical role in financing development, managing marketing strategies, and securing intellectual property rights. They also handle localization efforts, tailoring games for specific regions by adapting language, culture, and regulatory compliance—an essential step for diverse markets like Hong Kong. Distribution rights are negotiated with various digital stores and, occasionally, physical retailers. Publishers may operate their own in-house teams for these functions or partner with third parties, employing different marketing and pricing strategies to maximize reach and impact.

The distribution and technical delivery of online games are facilitated by a robust platform and infrastructure ecosystem. Games are hosted on a range of platforms—including PC, console, mobile, and cloud environments—managed by industry giants such as Apple, Google, Sony and Microsoft. Reliable backend infrastructure, including game servers, cloud hosting, and secure payment systems, is essential for supporting low-latency gameplay, high availability, and seamless in-app purchases or subscriptions. Distribution platforms like Apple App Store and Google Play ensure games are accessible and monetizable for global audiences.

Finally, online gaming service providers and marketing channels drive ongoing engagement and game popularity. These providers manage online lobbies, matchmaking, and server maintenance, ensuring smooth multiplayer experiences. They also handle community management, anti-cheat measures, and player support to foster a safe and engaging environment. Esports tournaments, live streaming, and influencer marketing further boost visibility and player acquisition. End users—gamers themselves—interact with these ecosystems by downloading, playing, and participating in communities, providing valuable feedback that guides updates, bug fixes, and new content development, thus completing and renewing the value chain. The following diagram illustrates online gaming chain analysis.

Source: MIGO

Types of online games

The online gaming market is diverse and encompasses a wide range of categories, each catering to different themes types, technologies, and player preferences. Below is an overview of the main segments of the online game categories.

Source: MIGO

Overview of the Casual and Social Games

Casual and social games are specifically designed to be accessible and enjoyable, catering to players of all ages and skill levels. Characterized by straightforward mechanics and intuitive controls, these games are easy to learn and play, whether individually or in the company of others online. Notable examples include puzzle games, match-three titles, party games, and light strategy offerings, many of which are readily available on mobile devices and social platforms, ensuring convenient, on-the-go entertainment.

A distinguishing feature of casual and social games is their emphasis on social interaction and community engagement. Elements such as leaderboards, cooperative gameplay modes, and in-game chat functionalities foster friendly competition and teamwork, thereby cultivating an inviting and dynamic environment. Whether participating in puzzle-solving, virtual trivia sessions, or multiplayer matches, players can enjoy brief yet engaging activities that also provide meaningful opportunities for social connection. The following table illustrates the types of romance and fashion found in casual and social game characters.

Source: MIGO

Market Size

The global online gaming industry continues its strong upward trajectory in 2025, propelled by advances in internet infrastructure, widespread smartphone adoption, and the surging popularity of esports and game streaming. The global games market is forecast to reach USD$335 billion in revenue by 2030, with online and mobile games comprising the majority of this figure. The number of global gamers is projected to exceed USD$2.66 billion by the close of 2025, underscoring the industry’s vast and inclusive reach.

From 2019 to 2028 (forecast), the global gaming market has demonstrated robust growth across all major regions. In the Asia Pacific, the market expanded from USD$71 billion in 2019 to an estimated USD$182 billion by 2028, representing a Compound Annual Growth Rate (CAGR) of approximately 11.3%. North America grew from USD$48 billion to USD$89 billion over the same period, with a CAGR of around 6.6%. The Europe, Middle East, and Africa (EMEA) region saw its market size increase from USD$35 billion to USD$57 billion (CAGR of 5.6%), while Latin America experienced growth from USD$3 billion to USD$7 billion (CAGR of 9.8%). These figures illustrate the dynamic expansion of the gaming industry worldwide, with Asia Pacific remaining the largest and fastest-growing market, fueled by greater internet penetration, the proliferation of mobile gaming, and a rapidly expanding player base.

Rapidly growing markets such as Asia Pacific are being driven by young demographics and increasing access to the internet. As cloud gaming, VR, and blockchain-based games mature, analysts anticipate further innovation and sustained expansion—transforming both how games are played and how revenue is generated across the global industry. The following chart illustrates global gaming market from 2018 to 2028 (forecast).

Source: PwC’s Global Entertainment & Media Outlook, MIGO

Market Drivers

High Internet, Mobile Penetration and Advancements in Cloud Gaming

Hong Kong boasts one of the highest internet and mobile penetration rates in Asia. The widespread availability of high-speed broadband and 5G networks enables seamless online gaming experiences across PCs, consoles, and mobile devices. This robust digital infrastructure supports the growth of online gaming service providers, allowing them to deliver high-quality, low-latency gaming services to a large and tech-savvy population. The adoption of cloud gaming technology is accelerating in Hong Kong, supported by strong data center infrastructure and reliable connectivity. This trend lowers barriers for players who do not own high-end gaming hardware, expanding the addressable market for service providers and enabling innovative service models, such as gaming subscription platforms.

Diverse and Affluent Consumer Base

Hong Kong’s cosmopolitan population is open to both international and locally developed games. The high level of disposable income, coupled with a strong gaming culture, supports robust in-game spending on microtransactions, premium content, and subscription models. This consumer behavior incentivizes gaming service providers to introduce innovative monetization strategies and high-value service offerings. According to MIGO, mobile gaming is particularly popular in Hong Kong, accounting for an approximately 60% of the gaming market. The proliferation of smartphones and mobile payment platforms fuels the demand for cross-platform gaming services, cloud gaming solutions, and social features that connect players on the go.

Supportive Regulatory Environment

Compared to some neighboring regions, Hong Kong currently maintains a relatively open and supportive regulatory environment for online gaming. The absence of heavy-handed censorship and the presence of clear intellectual property protections encourage both local startups and international companies to invest in the sector.

Active Gaming Communities and Influencers

Hong Kong’s vibrant online gaming communities, along with the influence of local streamers and content creators, play a significant role in driving engagement and adoption of new gaming platforms and services. Service providers that collaborate with influencers and foster active communities are well-positioned to grow their user base and brand awareness.

Competitive Landscape

Diverse and Expanding Player Base

The global online gaming market features a complex mix of dominant international companies, rapidly growing regional publishers, technology giants, and agile startups. Established leaders like Tencent, Sony, Microsoft, and Activision Blizzard leverage their vast resources and franchises, but face growing competition from regional developers who tailor content for local audiences. At the same time, tech giants such as Google, Amazon, Apple, and Netflix are entering the space, capitalizing on their extensive infrastructure and user bases. Startups and indie studios further enrich the market by introducing new ideas, niche content, and innovative business models, making the landscape more dynamic and competitive.

Technological Disruption and Collaboration

Technology is fundamentally reshaping the gaming industry. The rise of cloud gaming and mobile platforms enables players to access high-quality games across devices without expensive hardware, lowering entry barriers and expanding the market. Tech companies and specialized cloud service providers are leading this shift, while telecom operators play a crucial role by offering low-latency, high-speed connectivity—especially with the advent of 5G. Strategic collaborations between gaming companies, telecoms, and cloud providers are essential for delivering seamless, high-quality gaming experiences that meet growing consumer expectations.

Innovation and Evolving Business Models

Continuous innovation is a hallmark of the online gaming sector. Startups and independent game studios drive experimentation with new genres, gameplay mechanics, and monetization strategies such as free-to-play, subscriptions, and in-game purchases. These innovations challenge larger companies to adapt quickly and keep pace with changing market trends. Furthermore, as the industry grows, companies must navigate an increasingly complex regulatory environment—addressing issues such as data privacy, responsible monetization, and content standards—which adds another layer of competition and complexity.

Emerging Technologies and Global User Engagement

The adoption of emerging technologies like VR, AR, blockchain, and AI is raising the bar for immersive and personalized gaming experiences. Companies that successfully integrate these technologies can differentiate themselves and attract new audiences. At the same time, the global nature of online gaming demands robust localization, culturally relevant content, and engaging online communities. Sustained user engagement—through regular updates, live events, and social features—is critical for building loyalty, driving in-game spending, and maintaining a competitive edge in a rapidly evolving global market.

Entry Barriers

Intellectual Property Licensing

Securing licenses for popular intellectual property (IP)—such as major sports leagues or entertainment franchises—is a major hurdle, especially in the sports simulation segment. Renowned IP owners like the NBA or FIFPro are highly selective, often partnering only with developers who have strong track records to protect their brand reputation and avoid market oversaturation. Newcomers face high upfront license fees, ongoing revenue-sharing agreements, and the challenge of convincing IP holders to collaborate, making it difficult for less-established developers to enter the market.

Technological Know-How and Talent

Developing high-quality, engaging online games demands substantial investment in research and development, advanced technology, and professional talent. Leading companies attract top-tier developers and engineers with competitive compensation and career opportunities, while new entrants may struggle to recruit and retain the skilled teams necessary for innovation and operational excellence. The high costs and time involved in building or acquiring this technological expertise further raise the barrier to entry.

Localization, Culture, and Language

To succeed in the global market, gaming companies must tailor their products to diverse cultural preferences and languages. Effective localization—including multilingual support and culturally adapted interfaces—is essential, particularly in regions with distinct local identities. This process requires dedicated resources and specialized expertise, increasing both the complexity and cost for gaming companies seeking international expansion.

Brand Reputation and Community Access

Trust and recognition are critical in attracting and retaining players. Established brands benefit from loyal user bases, strong relationships with influencers, and widespread distribution channels, making it difficult for new entrants to gain visibility and credibility. Building a reputable brand and active community presence requires sustained investment in marketing, customer support, and consistent service delivery.

Comprehensive Service Expectations

Players and partners increasingly expect end-to-end service offerings, including reliable server hosting, matchmaking, esports integration, customer support, and streamlined payment solutions. Providers must also ensure robust privacy protections, high uptime, and compliance with evolving regulations. The ability to deliver integrated, high-quality services is often beyond the reach of smaller or less experienced entrants. In sum, while the online gaming industry offers significant growth potential, new entrants face formidable barriers related to IP access, technological capability, localization, brand development, and the need for comprehensive, reliable service. Overcoming these requires substantial resources, deep expertise, and a strategic approach to market entry.

BUSINESS

Our Mission

We strive to distribute captivating casual and social mobile games and bring a smile to everyone who plays our games.

Overview

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on February 17, 2025, as a holding company. We operate our business primarily through our indirectly wholly-owned Operating Subsidiary, Grand Universe. Grand Universe distributes casual and social mobile games globally (except the PRC).

Grand Universe was founded in February 2023. With a short operating history, Grand Universe has successfully reached a broad and active player base and achieve success in distributing casual and social mobile games. As of June 30, 2025, Grand Universe’s game portfolio includes 16 mobile games, including Annie’s Pursuit and Wasteland Billionaire. Our games are generally played in multiple short sessions and offer challenges for players to overcome during the gameplay. As of June 30, 2025, Grand Universe’s mobile games had over 25 million cumulative registered users. For the month ended June 30, 2025, Grand Universe’s average MAU was over 720,000.

Grand Universe generally adopts a free-to-play model for its games. Users can generally play the games for free but the games offer the option to watch in-game advertisements or purchase virtual items in games to enhance their gameplay experience. We generally generate our revenue from users watching the in-game advertisements and the sales of in-game virtual items.

Grand Universe focuses on marketing and monetization of games and generally licenses games from third-party developers. Grand Universe carefully select games from various developers based on evolving market trends and users’ reviews. Grand Universe enters into exclusive license agreement with game developers for distribution of the games globally (except the PRC). Grand Universe generally pay the third-party developers fees amounting to a prescribed percentage of the gross billings.

We typically receive payment from third-party distribution channels and advertisers and/or their agents. We consider the game developer as our customer and regard ourselves as the agent of the game developer in dealing with the player of the game product. Pursuant to the service agreements between the Company and the third-party game developers, we charge the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases. For the fiscal year ended June 30, 2025 and 2024, the Company generated all of its revenues from three and one customers, among which customers located in the PRC accounted for approximately 60.3% and 100% of our annual revenue, respectively.

We, through our Operating Subsidiary, have achieved tremendous growth in our business. For each of the fiscal year ended June 30, 2025 and 2024, our total revenue derived from distributing mobile games was approximately US$2.9 million and US$1.1 million, respectively. Grand Universe has a strong game pipeline and plans to launch 4 new games in 2026. 

According to Migo, the global online gaming industry continues its strong upward trajectory in 2025, propelled by advances in internet infrastructure, widespread smartphone adoption, and the surging popularity of esports and game streaming. The global games market is forecast to reach USD$335 billion in revenue by 2030, with online and mobile games comprising the majority of this figure. The number of global gamers is projected to exceed USD$2.66 billion by the close of 2025, underscoring the industry’s vast and inclusive reach. Driven by (i) high internet, mobile penetration and advancements in cloud gaming; (ii) diverse and affluent consumer base; (iii) supportive regulatory environment; and (iv) active gaming communities and influencers, it is expected that the Hong Kong online gaming industry will continue to grow.

Our Competitive Strengths

Strong monetization capability and captivating game experience

Since its inception, Grand Universe has been focusing on creating a player-centric gaming environment and offer captivating game experience in order to reach a broad and active player base. Our management team observed that an increasing number of mobile phone users have turned to casual and social mobile games that they can play to “pass the time”. Grand Universe focuses on distributing mobile games with easy-to-play setting, can be played in multiple short sessions and offer challenges to overcome during the gameplay. For each of the fiscal year ended June 30, 2025 and 2024, our total revenue derived from distributing mobile games was approximately US$2.9 million and US$1.1 million, respectively. We believe our proven track record of successful and engaging titles enable us to cultivate a strong and devoted player base. We believe we are able to accurately capture the latest market trend and players’ interest and identify titles with strong monetization opportunities.

Strong distribution and marketing expertise

We engage various game distribution platforms to market and promote our mobile games. Grand Universe distributes its mobile games through third-party distribution channels, including iOS App Store and Google Play. We believe offering our mobile games on various platforms can increase exposures of our mobile games and reach a broader spectrum of audience. We market our mobile games through advertising and promotion through various channels as well as traffic acquisition. We also promote our mobile games through various third-party platforms to attract players. Grand Universe has successfully captured a large player base and achieve significant financial success. As of June 30, 2025, Grand Universe’s mobile games had over 25 million cumulative registered users. For the month of June 2025, Grand Universe’s MAU was over 720,000.

Experienced and committed management team

Our management team has extensive knowledge of business administration. Ms. Yujie Chen, our Chairman and Director, has over 10 years of experience in corporate finance, business and administrative management. Ms. Chen is responsible for our Group’s corporate finance, strategic planning and business development. Mr. Wai Shing Man, our Chief Executive Officer and Director, has over 7 years of experience in business administration. Mr. Man is responsible for our Group’s overall management. Mr. Sing Hon Lam, our Chief Financial Officer, has over 15 years of experience in the accounting, financing and auditing industry. Mr. Lam is primarily responsible for the financial management of the Company. We are supported by our strong team of employees, who possess the practical skills and experience required.

Our Growth Strategies

Enrich our game portfolio and content offerings

Leveraging our strong marketing expertise, we will continue to select and distribute captivating casual and social mobile games. We intend to identify third-party developers which demonstrate strong potentials through the network of our directors and officers. We intend to provide them with market information, game designs, story ideas and other insights to develop innovative mobile games and tailor games for the Company. We also intend to devote additional resources to our existing game portfolio by enhancing our customer services and improving technical support, which can in turn improve the gameplay experiences of our players.

Strengthen our distributing and operation team

We intend to strengthen our manpower in order to distribute and operate more mobile games at the same time. We intend to strengthen our game distributing team by recruiting external talent and cultivating our employees through in-house job training, secondment to other gaming companies and external training. We believe by strengthening our manpower we can distribute more distinctive titles and increase our profitability.

Enhance our marketing effort

We believe we can further stimulate the growth of our player base by enhancing our marketing effort. We intend to expand our promotion and marketing activities by participating in global game fairs and festivals, which shall improve recognition of Grand Universe’s titles. We also intend to offer additional in-game promotion activities to reward players for their devotion to our mobile games. We believe by increasing our exposures in the gaming industry and engaging our player base we can foster player community development and improve our profitability.

Our Business Model

Grand Universe mainly distributes games licensed from third-party developers. Grand Universe generally adopts a free-to-play model for its games. Users can generally play the games for free but the games offer the option to watch in-game advertisements or purchase virtual items in games to enhance their gameplay experience. We generally generate our revenue from users watching the in-game advertisements and the sales of in-game virtual items.

We strive to offer captivating casual and social mobile games to our users. As of June 30, 2025, Grand Universe’s game portfolio includes 16 mobile games, including Annie’s Pursuit and Wasteland Billionaire. Our games are generally played in multiple short sessions and offer challenges for players to overcome during the gameplay. Given the distinctive and engaging experience Grand Universe offers to its users, we have attracted a broad and active player base. As of June 30, 2025, Grand Universe’s mobile games had over 25 million cumulative registered users and over 25 million cumulative activated downloads. For the month of June, 2025, Grand Universe’s average MAU was over 720,000.

Building upon our successful track record, Grand Universe has continued to distribute stylish and aesthetically-pleasing casual and social mobile games to the community. Grand Universe has a strong game pipeline and plan to launch 4 new games in 2026, including 3 casual and 1 simulation mobile games. We expect Grand Universe’s game portfolio will continue to expand in the foreseeable future and will continue to seek out quality games to license from third-party developers.

Our Games

Annie’s Pursuit: Match Makeups

Annie’s Pursuit: Match Makeups is a match 3 casual adventure game offering addictive gameplay, hilarious storyline and exciting features. Players role-play Annie through her adventure in school in pursuit of true love. The game offers solo and player-versus-player match 3 games, makeovers options and home decoration options.

Wasteland Billionaire

Wasteland Billionaire is a tycoon leisure game offering the opportunity to build and manage a special plot of land to transform it from “wasteland” to an amazing beach. The game offers the user to build gyms, hotels, restaurants, bars and beach playgrounds. Players have to keep visitors happy and earn as much profit as possible while fending off thieves.

Our Business Workflow

Grand Universe generally licenses games from third-party developers. Our management regularly liaises with third-party developers to understand the market trend and explore potential cooperation opportunities. We identify potential games mainly through obtaining and testing game demos from third-party developers. We typically conduct gameplay assessment, testing and optimization before approving the games. We consider various factors before licensing games, including (i) market trend; (ii) market potential; (iii) synergy with our game portfolio; and (iv) gameplay experience.

After licensing the mobile games, we apply for game registration with the relevant platforms. It typically takes three to six months to complete the game registration. We tailor our distributing approach based on the mobile games’ characteristics and styles. We conduct testing and internal review of the mobile game and customize our marketing campaigns. We advertise on social medias and other platforms to establish a player community and increase exposures of our mobile games. After readying the mobile game for launch, we distribute the mobile game through a variety of distribution and marketing channels and attract players while facilitating in-game purchases and advertisements.

Grand Universe distributes its mobile games through third-party distribution channels, including iOS App Store and Google Play. We enter into non-exclusive distribution agreements with third-party distribution channels. We are responsible for the operation of the games, including updates and optimization, management of monetization events and in-game items, advertisement campaigns, technical support and other customer services. The distribution platforms are the primary channels through which we deliver and market our games to the players on their platforms. 

We also enter into agreements with third-party distribution channels and advertisers and/or their agents. Although we do not consider them as our customers, the material terms that are generally contained in the agreements are set out below:

We continue to review and engage with the third-party developers to optimize the games and fix technical issues. We further engage with our players to enhance their enjoyment, loyalty and monetization.

When a new user activates and registers an account for our games the first time through any channel, our internal system immediately generates a permanent and unique internal user identification (“UID”) for them. This UID serves as the primary key for all user behavior data and is used to calculate the number of cumulative registered users. As for MAU, we calculate based on the number of unique internal UIDs that have logged in or played the game within 30 days. For the products purchased, we calculate the total amount of products purchased by recording the virtual items or services purchased by a specific UID. We ensure the data collected are consistent, accurate and actionable by strictly following the “Extract, Transform and Load” model. Our system automatically pulls data through pre-built interfaces and regularly obtain activation volume, download volume and payment data via official APIs from third-party platform data. We cross-check in-game behavioral logs such as login and in-app purchase events to ensure consistency. All data is standardized into a single data model to ensure terminology and format consistency in subsequent processing. We rely on the unique internal UID generated when the user registered an account and all data is aggregated under the same UID, which eliminate duplicate counting caused by multiple platforms and ensure independence and accuracy of the data collected. We also employ anomaly detection mechanisms such as data volume/volatility monitoring, business logic validation and null/missing value check and ensure each anomaly is handled manually and separately.

We do not gather Know Your Customer information for our users. We strictly adhere to the principles under General Data Protection Regulation (GDPR) and other applicable rules and regulations under the jurisdictions that we operate and minimize collection of data and protect privacy. For general users, we only collect and process minimal required data to provide our services such as user ID, nickname and e-mail address.

Monetization and Pricing

Grand Universe generally adopts a free-to-play model for its games. Users can generally play the games for free but the games offer the option to watch in-game advertisements or purchase virtual items in games to enhance their gameplay experience. We generally generate our revenue from users watching the in-game advertisements and the sales of in-game virtual items. We tailor the virtual items or perks that player can obtain through in-game advertisement with reference to (i) the length of the advertisement video; (ii) targeted audience’s acceptability; and (iii) the demand of the virtual items. We typically determine the types, pricing and timing of our in-game virtual items based on (i) players’ spending patterns and preferences; (ii) targeted audience’s disposable income; (iii) consumption habits; (iv) anticipated demand; and (v) market prices of virtual items offered in similar mobile games. We closely monitor the statistics of purchased items to understand the consumption patterns of our players.

Payment Channels

Players that purchase our virtual items and products through mainstream mobile payment solution. Our players can make payments through the payment channels offered by Apple Pay and Google Pay. We are generally subject to the standard terms and conditions prescribe by these payment channels.

Marketing and Promotions

We market our mobile games through advertising and promotion through various channels as well as traffic acquisition. We also promote our mobile games through various third-party platforms to attract players. We tailor our marketing and promotional campaigns directly towards the demographics and characteristics of our target players. We advertise our mobile games on social medias and other online platforms. We make use of third-party advertising platforms by providing them with advertisement graphics and videos. The advertising platform generally charge a service fee with reference to the number of advertisement or the number of users’ actions.

Customers

We typically receive payment from third-party distribution channels and advertisers and/or their agents. We consider the game developer as our customer and regard ourselves as the agent of the game developer in dealing with the player of the game product. Pursuant to the service agreements between the Company and the third-party game developers, we charge the game developer a service fee based on certain percentage of the amounts remitted by distribution channels (e.g., Apple App Store, Google Play) from player purchases.

For the fiscal year ended June 30, 2025 and 2024, the Company generated all of its revenues from three and one customers, respectively. In the fiscal year ended June 30, 2025, 2 of our customers each accounted for more than 10% of our annual revenue, namely Guangzhou Qingzhou Information Technology Company Limited, a PRC company, and Nexfun Company Limited, a Vietnam company, for 59.4% and 39.7%, respectively. In the fiscal year ended June 30, 2024, 1 customer, namely Guangzhou Qingzhou Information Technology Company Limited, accounted for 100% of our annual revenue.

Grand Universe typically enters into game licensing agreements with our customers, with the major terms of the licensing agreements as follows:

Suppliers

Our suppliers mainly include payment channels and third-party advertising and marketing service providers. Our five largest suppliers accounted for approximately 85.6% and 94.8% of our total purchase from suppliers for the fiscal years ended June 30, 2025 and 2024, respectively.

In the fiscal year ended June 30, 2025, 4 of our suppliers, i.e., payment channels and third-party advertising and marketing service providers, namely Applovin (Singapore) Pte Ltd, Cloudtrons Century Co., Limited, Newbyera Technology Limited and Besitos Corporation, accounted for 29.8%, 23.3%, 15.5% and 10.6% of our total revenue purchases, respectively. In the fiscal year ended June 30, 2024, 2 of our suppliers, i.e., third-party advertising and marketing service providers, namely Bluemedia Pte. Ltd. and Applovin (Singapore) Pte Ltd, accounted for 38.3% and 36.4% of our total purchases, respectively. As of the date of this prospectus, none of our directors, executive officers, or their affiliates have any material relationship with any of our major suppliers.

Although the terms of engagement with our suppliers may vary, the material terms that are generally contained are set out below:

We did not enter into any written contract with Applovin (Singapore) Pte Ltd, one of our major suppliers, but subscribe to their services by agreeing to follow their “Terms of Use”. The terms are generally available commercial terms, of which the material terms are set out below:

Seasonality

We do not experience any seasonality in our business.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office and office insurance with China Ping An Insurance (Hong Kong) Company Limited. We believe that our current insurance policies are sufficient for our operations.

Licenses

As of the date of this prospectus, Grand Universe obtained the relevant business registration certificate in Hong Kong. We have obtained all licenses required for carrying on our business activities for the fiscal years ended June 30, 2025 and 2024 and as at the date of this prospectus.

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 June 30, 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.

Intellectual Property

As of the date of this prospectus, we have not registered any patent or trademark. We have registered our domain name and website. You can find our website at grand-universe.com.

Properties

As of the date of this prospectus, Grand Universe entered into the following lease agreement:

Employees

As of June 30, 2025, we employed a total of 6 employees located in Hong Kong. The following table sets forth a breakdown of our employees by function, as of June 30, 2025:

We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel.

Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal. We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong.

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business in material jurisdictions.

Regulations Related to our Business Operation in Hong Kong

Trade Description Ordinance (Chapter 362 of the Laws of Hong Kong)

After an amendment in 2012, which came into operation in 2013, some new provisions in the Trade Description Ordinance (‘‘TDO’’) are relevant to commercial practice including advertising and marketing.

Under section 2 of the TDO, trade description can now be applied to a service. It means in relation to a service, an indication, direct or indirect, and by whatever means given, with respect to the service or any part of the service including an indication of any of the following matters:

Under section 7A of the TDO, a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer; or supplies or offers to supply to a consumer a service to which a false trade description is applied commits an offence. Under section 13E of the TDO, if the commercial practice (including advertising and marketing) contains misleading omission as to material information the trader commits a criminal offence.

Under section 18 of the TDO, any person who commits an offence under inter alia, section 7A or section 13E shall be liable on conviction on indictment to a maximum fine of HK$500,000.00 and imprisonment for 5 years; and on summary conviction to a maximum fine of HK$100,000.00 and imprisonment for 2 years. Further, under section 18A of the TDO, on conviction of an offence under inter alia sections 7A and 13E, the court has the additional power to order the payment of compensation.

According to section 20 of the TDO, if the offence is committed by a limited company and the offence has been committed with the consent or connivance or is attributable to the neglect of a person including a director, officer or manager they also commit the offence.

Misrepresentation Ordinance (Chapter 284 of the laws of Hong Kong)

Under the Misrepresentation Ordinance, where a person has entered into a contract after a misrepresentation has been made to him, and (a) the misrepresentation has become a term of the contract; or (b) the contract has been performed, or both, then, if otherwise he would be entitled to rescind the contract without alleging fraud, he shall be so entitled, subject to the provisions of this Ordinance, notwithstanding the matters mentioned in (a) and (b) above.

Under section 3 of the Misrepresentation Ordinance:

Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong)

The Personal Data (Privacy) Ordinance protects the privacy interests of living individuals in relation to personal data. It covers any automated and non-automated data relating directly or indirectly to a living individual and applies to both public and private bodies as data users that control the collection, holding, processing or use of personal data.

There are six principles in respect of the purpose and manner of collection of data, the accuracy and duration of retention of data, the use of personal data, the security of personal data, the information to be generally available and the access to personal data. In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly informed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while unless with the consent from the data subjects, personal data should be used for the purposes for which they were collected or a directly related purpose.

The Office of the Privacy Commissioner for Personal Data is the governing body to promote, administer and oversee the enforcement of the Personal Data (Privacy) Ordinance. It has the power to carry out inspections of any personal data systems, to receive complaints from individuals and to investigate data users in respect of the complaints filed.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage (set at HK$42.1 per hour as at the date of this prospectus) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPF Schemes Ordinance”)

Employers are required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

For both employees and employers, it is mandatory to make regular contributions into an MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as at the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this prospectus). The employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as at the date of this prospectus).

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.

Employers must as far as reasonably practicable ensure the safety and health in their workplaces by:

Failure to comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of HK$200,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a fine of HK$200,000 and to imprisonment for six months.

The Commissioner for Labor may also issue an improvement notice against non-compliance of the Occupational Safety and Health Ordinance or suspension notice against activity or condition of workplace which may create imminent risk of death or serious bodily injury. Failure to comply with such notice without reasonable excuse constitutes an offence punishable by a fine of HK$200,000 and HK$500,000 respectively and imprisonment of up to 12 months.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

Under the Employees’ Compensation Ordinance, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

According to section 15(1A) of the Employees’ Compensation Ordinance, employer shall report work injuries of its employee to the Commissioner of Labor not later than 14 days after the accident, irrespective of whether the accident gives rise to any liability to pay compensation.

Pursuant to section 40 of the Employees’ Compensation Ordinance, all employers (including contractors and subcontractors) are required to take out insurance policies to cover their liabilities both under the Employees’ Compensation Ordinance and at common law for injuries at work in respect of all their employees (including full-time and part-time employees). Under section 40(1B) of the Employees’ Compensation Ordinance, where a principal contractor has undertaken to perform any construction work, it may take out an insurance policy for an amount not less than HK$200 million per event to cover his liability and that of his subcontractor(s) under the Employees’ Compensation Ordinance and at common law. Where a principal contractor has a policy of insurance under section 40(1B) of the Employees’ Compensation Ordinance, the principal contractor and a subcontractor insured under the policy shall be regarded as having complied with section 40(1) of the Employees’ Compensation Ordinance.

An employer who fails to comply with the Employees’ Compensation Ordinance to secure an insurance cover is liable on conviction upon indictment to a fine at level 6 (currently at HK$100,000) and to imprisonment for two years.

Limitation Ordinance (Chapter 347 of the Laws of Hong Kong)

Under the Limitation Ordinance, the time limit for an applicant to commence common law claims for personal injuries is three years from the date on which the cause of action accrued.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)

The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property on the land.

The Occupiers Liability Ordinance imposes 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.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

The Business Registration Ordinance requires every person who carries on a business in Hong Kong to apply for business registration within one month from the date of commencement of the business, and to display a valid business registration certificate at the place of business.

Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for one year.

Taxation

Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of profits being taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million being taxed at 16.5% for corporations and 15% for unincorporated businesses.

On March 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law of PRC, or the Enterprise Income Tax Law, while the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law of PRC, or the Implementing Rules on December 6, 2007, both of which became effective on January 1, 2008. The Enterprise Income Tax Law was further amended by SCNPC on February 24, 2017, which stimulates that corporate income tax shall be payable by a resident enterprise for income derived from or accruing in or outside China. Corporate income tax shall be payable by a non-resident enterprise, for income derived from or accruing in China by its office or premises established in China, and for income derived from or accruing outside China for which the established office or premises has a de facto relationship. The corporate income tax shall be at the rate of 25%. The applicable tax rate for income of a non-resident enterprise under the provisions of the third paragraph of Article 3 shall be 20%. Corporate income tax for qualified small profit enterprises shall be at a reduced tax rate of 20%. Corporate income tax for key advanced and new technology enterprises supported by the State shall be at a reduced tax rate of 15%. On the other hand, the State Administration of Taxation provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled offshore enterprise is located in China. Simply speaking, the criteria is more focused on substantive rather than format. Pursuant to its Circular 82 of 2009, the criteria to determine “de facto management body” include: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC. Furthermore, the SAT published Bulletin 45 in September 2011, which provides more guidance on the implementation of the definition and provides for procedures and administration details on determining resident status and administration on post-determination matters. However, the SAT Circular 82 and Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups rather than those controlled by PRC individuals or foreign individuals. So far there is no further criteria passed yet and no applicable legal precedents either, therefore it remains unclear how the PRC tax authorities will determine the PRC tax resident treatment of a foreign company controlled by individuals. Under these existing criteria, it is unlikely that we will be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. If so, it would likely result in unfavorable tax consequences to our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

On August 21, 2006, China and Hong Kong signed the Arrangement between Mainland China and Hong Kong SAR concerning Avoiding Double Taxation and Preventing Tax Evasion on Income. When a Chinese company distributes dividends to Hong Kong residents (beneficiary owners of dividends), if the recipient directly owns at least 25% of the equity interest in the above-mentioned Chinese company, the Chinese withholding tax rate is 5%, otherwise it is 10%. On October 14, 2019, the State Administration of Taxation promulgated the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, which stimulate that non-resident taxpayers claiming treaty benefits shall be handled in accordance with the principles of “self-assessment, claiming benefits, retention of the relevant materials for future inspection”. Where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, simultaneously gather and retain the relevant materials pursuant to the provisions of these Measures for future inspection, and accept follow-up administration by the tax authorities.

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:

Yujie CHEN is the Chair of the board of the Company and a Director and is responsible for our Group’s corporate finance, strategic planning and business development. Ms. Chen has been serving as a director of Grand Universe since February 2023 and a director of the Company since March 2025. Ms. Chen has over 10 years of experience in corporate finance, business and administrative management. From April 2013 to April 2014, Ms. Chen served as the manager-in-charge of the retail banking division of China Guangdong Development Bank, Shenzhen Branch. From April 2015 to December 2019, Ms. Chen worked at Boyuan Hongsheng Investment as a Partner, responsible for advising on corporate investment, pre-IPO investment and mergers and acquisitions. Ms. Chen has been a director of Grande Capital Limited since January 2023 and a director of Grande Group Limited (Nasdaq: GRAN) since June 2024. Ms. Chen obtained a Bachelor of Accountancy from Wuhan University in September 2011 and a Master of Business Administration from the University of Hong Kong in July 2023.

Wai Shing MAN is the chief executive officer of the Company and a Director and is responsible for our Group’s overall management. Mr. Man has been serving as an executive officer of Grand Universe since January 2025. Mr. Man has over 7 years of experience in business administration. Since June 2017, Mr. Chen served as the chief operating officer of Hoi Sing Decoration Engineering Co., Ltd.. Mr. Man obtained a Postgraduate diploma in Quantity Surveying from University College of Estate Management in 2023. Mr. Man obtained a Bachelor of Commerce in Marketing from Curtin University in 2017 and a Bachelor of Science in Accounting and Finance from the University of Brighton in 2014.

Sing Hon LAM is the chief financial officer of the Company and is responsible for our Group’s financial management. Mr. Lam has over 15 years of experience in the accounting, financing and auditing industry. From November 2018 to July 2023, Mr. Lam was the financial controller of Tian Cheng Holdings Limited (HKEx: 2110). From December 2015 to November 2018, Mr. Lam was the financial controller of Cherish Holding Limited (HKEx: 2113). From January 2015 to November 2015, Mr. Lam was the financial controller of LEAP Holdings Group Limited (HKEx: 1499). From November 2011 to March 2014, Mr. Lam worked as an auditor in RSM Nelson Wheeler. Mr. Lam obtained a Master of Science in Corporate Governance and Compliance from Hong Kong Baptist University in 2023 and a Bachelor of Business with major in Accounting from the Monash University in 2007. Mr. Lam has been a member of the CPA Australia since 2008, a qualified CPA since 2012 and a fellow CPA since 2024. Mr. Lam has been an associate member of the Hong Kong Chartered Governance Institute since 2023.

[●] is an independent nominee who will be appointed as one of our independent directors prior to the effectiveness of this registration statement of which this prospectus forms a part. [●] We believe [●] is well qualified to serve on board of directors as an independent director based on [his] extensive work experience in various fields.

[●] is an independent nominee who will be appointed as one of our independent directors prior to the effectiveness of this registration statement of which this prospectus forms a part. [●] We believe [●] is well qualified to serve on board of directors as an independent director based on [his] extensive work experience in various fields.

[●] is an independent nominee who will be appointed as one of our independent directors prior to the effectiveness of this registration statement of which this prospectus forms a part. [●] We believe [●] is well qualified to serve on board of directors as an independent director based on [his] extensive work experience in various fields.

Family Relationships

As of the date of this prospectus, there are no family relationships among our directors and executive officers.

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 short-swing profit recovery provisions contained in Section 16 of the Exchange Act, and our principal shareholders will also be exempt from the reporting 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 120 days 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 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.

Code of Business Conduct and Ethics, Insider Trading Policy and Executive Compensation Recovery Policy

Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt: (i) a Code of Business Conduct and Ethics; (ii) an Insider Trading Policy that applies to our Directors, officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions; and (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

Board of Directors

Our board of directors will consist of five 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. Subject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting, 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 provided the director discloses to his fellow directors the nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction 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 [●], [●], and [●]. [●] 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 [●] 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 [●], [●], and [●]. [●] will be the chairman 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:

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of [●], [●], and [●]. [●] will be the chairman of our nominating and corporate governance committee. We have determined that each of our nominating and corporate governance committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq rules. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company. These include, among others (i) duty to act in good faith in what the director believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (v) duty to exercise independent judgment. In addition to the above, our directors also owe a duty to act with skill, care and diligence. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

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

Terms of Directors and Officers

Our directors may be elected by a resolution of our board of directors or by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any; but no such term shall be implied in the absence of express provision. A director will cease to be a director automatically if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors, (ii) dies or becomes of unsound mind, (iii) resigns his or her office by notice in writing to our company, or (iv) is removed from office pursuant to our Articles.

Our officers are selected by and serve at the discretion of our board of directors.

Employment Agreements and Director Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for an indefinite period. We may terminate employment for cause for certain acts of our executive officers, such as gross misconduct affecting our business, committing any serious or repeated breach of any of the provisions of the agreement, or refusal or neglect to comply with any reasonable and lawful directions given by the Company, or if the executive officer is negligent or incompetent in the performance of his or her duties. We may also terminate an executive officer’s employment without cause upon providing three-months advance written notice. An executive officer may resign anytime with a three-month advance written notice.

Each executive officer has agreed to hold, during his or her employment and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective customers, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.

Pursuant to the employment agreements between us and our executives: Mr. Wai Shing Man will receive a commencing salary of US$15,400 per year; and Mr. Sing Hon Lam will receive a commencing salary of US$15,400 per year.

Additionally, we have entered into director agreements with each of our non-independent directors upon their appointment. These agreements set forth the terms and conditions of their service, including compensation, and provide for standard indemnification and directors’ and officers’ liability insurance. We also intend to enter into independent director agreements with each of our independent directors upon their appointment. These agreements will set forth the terms and conditions of their service, including compensation, and provide for standard indemnification and directors’ and officers’ liability insurance.

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

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Compensation of Directors and Executive Officers

For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our executive officers on an individual, rather than an aggregate, basis. For the years ended June 30, 2025 and 2024, we did not pay any compensation to our executive officers and directors. We have not set aside any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We have also not made any agreements with our directors or executive officers to provide benefits upon termination of employment.

Equity Incentive Plans

As of the date of this prospectus, we have not adopted any equity compensation plans.

Outstanding Equity Awards at Fiscal Year-End

As of June 30, 2025 and 2024, we had no outstanding equity awards.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this prospectus by our officers, Directors, and 5% or greater beneficial owners of our Ordinary Shares. The following table assumes that none of our officers, Directors, or 5% or greater beneficial owners of our Ordinary Shares will purchase shares in this Offering. In addition, the following table assumes that the underwriter’s over-allotment option has not been exercised.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. As of the date of this prospectus, the percentage of Shares beneficially owned prior to this Offering is based on [●] Ordinary Shares outstanding as described in “Our Corporate History And Structure” section. None of the shareholders are located in the United States. We do not have any options or warrants that are outstanding. The percentage of Shares beneficially owned after this Offering is based on the number of Ordinary Shares outstanding prior to this Offering plus the [●] Ordinary Shares that we are selling in this Offering, based on an assumed initial public offering price of US$[●] per Ordinary Share, which is the midpoint of the range set forth on the cover page of the prospectus, and no exercise of the underwriters’ over-allotment option. In addition, pursuant to SEC rules, we also deemed a person to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, each of the persons identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

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

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Transactions with Certain Related Parties

Set forth below are our related party transactions that occurred since the beginning of the years ended June 30, 2025, 2024, and 2023. The “related party transactions” are transactions identified in accordance with the rules prescribed under Part I, Item 7B of SEC Form 20-F.

(a) Names and relationship of related parties: