As filed with the U.S. Securities and Exchange Commission on February, 13, 2026

Registration No. 333-292442

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Student Living EduVation (Holdings) Corporation

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

G/F, 170 - 172 Kiu Kiang Street,

Cheung Sha Wan,

Kowloon,

Hong Kong

Tel: (0852) 3907 0330

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

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

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

Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

The Registrant hereby files 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 Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The Public Offering Prospectus will exclude the alternate pages and will be used for the public Offering by the Registrant.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the Registration Statement filed with the United States Securities and Exchange Commission of which this prospectus is a part is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

Student Living EduVation (Holdings) Corporation

[3,750,000] Ordinary Shares

This is an initial public offering by our Company of [3,750,000] Ordinary Shares. We are a Cayman Islands exempted company with limited liability with a principal place of business in Hong Kong through our wholly-owned subsidiary, Student Living (Hong Kong) Culture Technology Limited (“Student Living HK”).

We are offering [3,750,000] Ordinary Shares on a firm commitment basis. We anticipate that Offering price of the Ordinary Shares will be between $[*] and $[*] per Ordinary Share. The Resale Shareholders are also offering 5,880,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. We are registering the Resale Shares pursuant to the Registration Rights Agreements we entered into with the Six Pre-IPO Investors on September 19, 2025. See “Pre-IPO Investors” for more information. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Resale Shareholders.

Prior to this Offering, there has been no public market for our Ordinary Shares. We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “SDLV”. This Offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange and, if this listing is not successful, this Offering cannot be completed.

Investing in our Ordinary Shares involves a high degree of risk. See the section entitled “Risk Factors” starting on page 15 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

We were incorporated in the Cayman Islands on June 4, 2025, as a holding company of our business, which, upon the restructuring as described below, will be primarily operated through our wholly-owned subsidiary, Student Living HK. Our Company is not a Chinese or Hong Kong operating company but a Cayman Islands holding company with operations conducted by our subsidiaries in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong” or “HK”). As a holding company with no material operations of our own, upon completion of the restructuring, we will conduct our operations solely through our HK-incorporated wholly-owned subsidiary, Student Living HK. We are not, and our subsidiary are not, a Chinese operating company.

You are investing in Ordinary Shares of our Company, the Cayman Islands holding company. Investors of our Ordinary Shares are not purchasing and may never directly hold equity interests in Student Living HK. Such a structure involves unique risks to investors in this Offering. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. There are number of other risks associated with the fact that our operating company is in Hong Kong. For a detailed description of such risks, see “Risks Relating to Doing Business in Hong Kong” on page 23 of this prospectus.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.

According to Article 18 of the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. Further, there is no legislation mandating that the laws in Hong Kong shall be in line with those in the PRC. Despite the foregoing, the legal and operational risks that arise from operating in Mainland China also apply to businesses operating in Hong Kong and Macau.

As of the date of this prospectus, based on PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulations that may be adopted by Mainland China authorities, neither we, nor Operating Subsidiary is 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 China Securities Regulatory Commission has not yet issued any clear rules or interpretations regarding whether the issuance under this prospectus is subject to this regulation; And (ii) our Operating Subsidiary is established and operates in Hong Kong, and as far as the Trial Measures are concerned, it is not a “domestic company”, and as we have not established any mainland Chinese subsidiary, we do not plan to sign any contractual arrangements with any entities in China to establish VIE structures; Not controlled by any domestic entities or individuals in China; No investment in Chinese Mainland, no senior executives who are not citizens of Chinese Mainland or have long lived in Chinese Mainland are not considered as “indirect overseas issuance and listing” under the Trial Measures ; (iii) All data collected by our operating subsidiaries is stored on servers located in Hong Kong, and we do not rely on the collection and processing of any personal information to maintain our business operations; (iii) As of the date of this prospectus, our operating subsidiaries have not received any notification from any Chinese government agency requiring them to submit to the China Securities Regulatory Commission for review, nor have they received any inquiries, notices, warnings or sanctions from CAC or relevant government regulatory agencies regarding this matter; And (iv) the data processed in our business operations should not affect national security, nor should it affect or potentially affect national security. We have not received any notification from the authorities regarding being listed as an operator. In addition, according to the Basic Law, except for the laws listed in Annex III of the Basic Law (limited to laws related to national defense, foreign affairs, and other non autonomous affairs), the laws and regulations of the People’s Republic of China do not apply to Hong Kong. As of the date of this prospectus, neither the CAC, the CSRC nor any other PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiary’s operations or this Offering. Therefore, the Company or its subsidiary is currently not required to obtain regulatory approval from the CAC, CSRC nor any other PRC authorities for its and its subsidiary’s operations in Hong Kong and this Offering. 

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021), or the “Review Measures 2021”, which took effect on February 15, 2022, and replacing the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Review Measures 2021 stipulates that in addition to the “operator of critical information infrastructure” (“Operator”), any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review. It is further elaborated that the factors to be considered when assessing the national security risks of the relevant activities include, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The CAC has stated that under such rules, companies holding data of more than one million users must apply for cybersecurity approval when seeking listings in other countries because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

On August 20, 2021, the 30^th meeting of the Standing Committee of the 13^th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

The Operating Subsidiary may collect and store certain data (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection with our business and operations.

We do not expect to be subject to CSRC and the Cyberspace Administration of China (“CAC”) in relation to this Offering, and we do not currently expect the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law to have an impact on our business, operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “Operator” or a “data processor”, given that: (1) our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong, not a PRC domestic company, (2) we have no subsidiary, variable interest entity (“VIE”) structure or any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), the Measures for Cybersecurity Review (2021) apply to the procurement of network products and services by key information infrastructure operators, data processing activities carried out by network platform operators, and related situations that affect or may affect national security. The Company and its Operating Subsidiary do not fall into the above situations; The Personal Information Protection Law of the People’s Republic of China applies to the handling of personal information of natural persons, and the personal information collected by the company for providing services has obtained its separate consent; (5) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored personal information of less than one million users, and that data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; (6) all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (7) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.

Because our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. However, 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. We may become subject to PRC laws or Hong Kong regulations relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. 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, which may materially and adversely affect our financial condition. In addition, 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 any such regulatory measures will be interpreted or implemented. See more detailed discussion of this risk factor on page 15 of this prospectus.

We do not currently expect the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law to have an impact on our business, operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “Operator” on the basis that (i) our Operating Subsidiary is incorporated in Hong Kong, not a PRC domestic company, and operates in Hong Kong without any subsidiary or VIE structure in mainland China, and each of the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law remains unclear whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored personal information of less than one million users, and that data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; (iii) all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. An “Operator” is required to file for cybersecurity review before listing in the United States.

Further, we may be subject to a variety of laws and other obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) states that any person who controls the collection, holding, processing or use of personal data (the “data user”) shall not do any act, or engage in a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the “Data Protection Principles”) unless the act or practice, as the case may be, is required or permitted under the PDPO. The PDPO was amended by the Personal Data (Privacy) (Amendment) Ordinance 2021 (the “PDPAO”) in October 2021. It amends the PDPO, particularly to: (i) criminalize doxing, i.e. unconsented disclosure of personal information of targeted individuals and groups; (ii) introduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and enforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing.

We are of the view that we are not likely to be in breach of the PDPO and the PDPAO, as we possess personal information that is not more than necessary in the course of our business operations. Nonetheless, we are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy may continue to evolve. We cannot assure you that the governmental authorities in Hong Kong will not interpret or implement the laws or regulations in ways that negatively affect us. For more detailed discussion, see “Risks Relating to Doing Business in Hong Kong” and the risk factor that begins “We may become subject to a variety of PRC laws and other regulations regarding data protection or cybersecurity…” that begins on page 25.

We also do not expect to be subject to the Trial Administrative Measures of Overseas Securities Issuance and Listing by Domestic Enterprises of the PRC (the “Trial Overseas Listing Measures”) in relation to this Offering. On February 17, 2023, the CSRC announced a circular on the Administrative Arrangements for Filing of Securities Offering and Listing By Domestic Companies and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Overseas Listing Measures, and five supporting guidelines. The Trial Overseas Listing Measures came into effect on March 31, 2023. The Trial Overseas Listing Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified. A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial Overseas Listing Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The Trial Overseas Listing Measures also lay out requirements for the reporting of material events. Breaches of the Trial Overseas Listing Measures, such as offering and listing securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including a fine between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Overseas Listing Measures heighten the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the Securities Market Integrity Archives. The Trial Overseas Listing Measures do not apply to us because we are not a “PRC domestic company” or considered as “indirect overseas issuance and listing” under the Trial Overseas Listing Measures.

We also do not expect, and as advised by the PRC counsel, Guangdong Wesley Law Firm that the PRC Enterprise Income Tax Law will apply to us, as we no longer have any subsidiary, institutions, locations, or permanent establishment incorporated in Mainland China following the disposal of Hui Life (Shenzhen) Cultural Technology Co., Ltd (“Shenzhen Student Living”) on September 1, 2025, nor do we generate income from Mainland China. In addition, our operations and services do not take place in Mainland China.

Further, in August 2006, Hong Kong and China have signed a comprehensive arrangement titled “Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income” (the “Comprehensive Double Taxation Arrangement”) for the allocation of the right to tax between the two jurisdictions on a reasonable basis to avoid double taxation of income. The Comprehensive Double Taxation Arrangement covers income from immovable property, associated enterprises, dividends, interest, royalties, capital gains, pensions and government services etc. The Comprehensive Double Taxation Arrangement has since then been modified in 2008, 2010, 2015 and 2019 under different protocols for the purpose of further develop the economic relationship and to enhance the co-operation in tax matters, intending to eliminate double taxation with respect to taxes on income without creating opportunities for non-taxation or reduced taxation through tax evasion or avoidance (including through treaty-shopping arrangements aimed at obtaining tax reliefs provided in the Comprehensive Double Taxation Arrangement for the indirect benefit of residents of third tax jurisdictions). Currently, we do not rely on the Comprehensive Double Taxation Arrangement and no application has been made thereto.

Nevertheless, the PRC counsel believes that the transfer of our original equity holdings in Shenzhen Student Living should be subject to the PRC Enterprise Income Tax Law, and whether or not to pay or the amount to be paid will ultimately be determined by the competent tax department. According to the Implementation Regulations of the Enterprise Income Tax Law, non resident enterprises shall be subject to enterprise income tax at a reduced rate of 10% on the income obtained in accordance with the above provisions. According to the Announcement of the State Administration of Taxation on Relevant Issues Concerning the Withholding of Non Resident Enterprise Income Tax at the Source, or Bulletin 37, the income tax payable shall be subject to source withholding, with the payer as the withholding agent. If the withholding agent fails to make the payment as required, the competent tax department may order the withholding agent to make up for the tax deduction, or take administrative measures such as recovering the unpaid taxes and overdue fines of non resident enterprises in accordance with the law.

The national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong) according to the Basic Law. The Basic Law came into effect on July 1, 1997. It is the constitutional document of Hong Kong, which sets out the PRC’s basic policies regarding Hong Kong. The principle of “one country, two systems” is a prominent feature of the Basic Law, which dictates that Hong Kong will retain its unique common law and capitalist system for 50 years after the handover of Hong Kong by the United Kingdom in 1997. Under the principle of “one country, two systems”, Hong Kong’s legal system, which is different from that of the PRC, is based on common law, supplemented by statutes.

Pursuant to Article 18 of the Basic Law, national laws adopted by the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws in relation to the national flag, national anthem, and diplomatic privileges and immunities. Further, there is no legislation stating that the laws in Hong Kong should be commensurate with those in the PRC. Despite the foregoing, the legal and operational risks of operating in China also apply to businesses operating in Hong Kong and Macau. There is a risk that there be a change in these policies, which could result in a material change in our operations and/or the value of the Ordinary Shares we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such Ordinary Shares to significantly decline or be worthless.

However, as how the existing PRC regulations will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC and the CSRC, may adopt new laws, regulations, rules, or detailed implementation and interpretation is still in development, if any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. Such new laws, regulations, rules or implementation and interpretation could result in a material change in our operations and / or the value of our Ordinary Shares. Such changes could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors and / or cause the value of our Ordinary Shares to significantly decline or be worthless.

We cannot assure you that PRC regulatory agencies, including the CAC and the CSRC, will take the same view as we do. Similarly, there is no assurance that we can fully or timely comply with such laws promulgated by the CAC and the CSRC if an alternative view is applied to Hong Kong. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC or filing procedures with the CSRC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

We believe that we have been in compliance with the data privacy and personal information requirements of the CAC for the above-mentioned reasons. Further, we are not a PRC based “domestic company” for the purposes of the Trial Overseas Listing Measures.

If it is determined in the future that the approval of the CSRC, the CAC or any other regulator is required for this Offering, we may face sanctions by the CSRC, the CAC or other PRC regulators. These regulators may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this Offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulators also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Ordinary Shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of our Ordinary Shares, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other PRC regulators later promulgate new rules requiring that we obtain their approvals for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

As of the date of this prospectus, we: (i) are not required to obtain permissions from any PRC regulators to operate or issue our Ordinary Shares to foreign investors; (ii) are not subject to permission requirements from the CSRC, the CAC or any other entity that is required to approve of our subsidiary’ operations; and (iii) have not received or were denied such permissions by any PRC regulators. Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland Chinese companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the 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. In addition, due to long arm provisions under the current laws and regulations of mainland China, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain permissions or approvals from the authorities of mainland China to operate our business or to list our securities on the U.S. exchanges and offer securities. Any change in foreign investment regulations, and other policy related enforcement actions by the PRC government or changes in Hong Kong regulations relating to companies operating in Hong Kong regarding corporate structure, scope of cybersecurity reviews, expanded anti-monopoly efforts or any other regulatory area could result in a material change in our operations, our ability to accept foreign investment or list on an exchange 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 Ordinary Shares to significantly decline or be worthless.

As of the date of this prospectus, our Company and its subsidiaries have not received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. None of our business activities appears to be within the immediate targeted areas of concern by the Chinese government. For more details, see “Risk Factors — Risks Relating to Doing Business in Hong Kong” — We may become subject to a variety of PRC laws and other regulations regarding data protection or cybersecurity, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations” on page 25 of this prospectus.

Pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), the Public Company Accounting Oversight Board United States (“PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) the PRC because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB recently, our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the HFCAA if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period before our Ordinary Shares may be prohibited from trading or being delisted. Our auditor WWC, P.C. is not subject to the determinations as to the inability to be inspected or investigated completely as announced by the PCAOB on December 16, 2021. Our auditor is headquartered in California. If trading in our Ordinary Shares is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Ordinary Shares and trading in our Ordinary Shares could be prohibited.

The delisting, or the cessation of trading of our Ordinary Shares, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. See “Risk Factors —Risks Related to Our Initial Public Offering and Ownership of our Ordinary Shares” on page 31 of the prospectus.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the CSRC and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. 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 completely in 2022. The PCAOB Board vacated its previous 2021 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 uncertainties 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 is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA, if needed. See “A recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.” on page 29.

Student Living HK conducts their business in Hong Kong. Conducting business in Hong Kong involves risks of uncertainty about any actions the Chinese government or authorities in Hong Kong may take. We do not believe and Guangdong Wesley Law Firm, our legal counsel in PRC, has advised us that we are not currently subject to requiring permission or approval from the Chinese government to operate our business or to offer our Ordinary Shares. To the extent we inadvertently conclude that we do not need such permission or approval, or the laws or regulations change requiring approval, we may be subject to penalties or be unable to operate our business or offer our Ordinary Shares as planned. See “Prospectus Summary - Recent Regulatory Developments in the PRC” beginning on page 6 and “Risk Factors – Risks Relating to Doing Business in Hong Kong” beginning on page 23.

There are significant legal and operational risks associated with being based in or having the majority of our operations in Hong Kong, including potential changes in the legal, political and economic policies of the Chinese government, and the relations between China and the United States. Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See “Risk Factors – Risks Relating to Doing Business in Hong Kong” – beginning on page 23.

Our business is primarily conducted through our wholly-owned subsidiary, Student Living HK. The Company will plan to rely on dividends paid by our subsidiaries as well as the intermediary wholly owned subsidiary incorporated in the British Virgin Islands, namely Scholars EduVation BVI, for our working capital and cash needs, including the funds necessary to pay any dividends. As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We currently intend to retain all of our available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends or making any distributions in the foreseeable future. We do not have a formal cash management policy. While there are currently no restrictions regarding the transfer of cash from Hong Kong, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or our investors, or to fund our operations outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from Student Living HK. See “Transfers of Cash to and from our Subsidiaries” on page 2 and related risk factor on page 15 under “Risks Related to Doing Business in Hong Kong - In the event the PRC government restricts or prohibits cash transfers from Hong Kong, our ability to distribute earnings and pay dividends may be impeded, thus limiting our ability to grow our business or receive earnings to the detriment of our investors.”

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. If we decide to pay dividends on any of our Ordinary Shares, as a holding company, we will depend on the receipt of funds from our subsidiaries through dividend payments. We are permitted under the laws of the Cayman Islands to provide funding to our Operating Subsidiary through loans and/or capital contributions without restriction on the amount of the funds loaned or contributed.

Cayman Islands. Subject to the Cayman Act and our Amended and Restated Memorandum and Articles of Association, our board of Directors may declare dividends and distributions on our Ordinary Shares and authorize payment of the dividends or distributions out of the funds of the Company. No dividend or distribution shall be paid except out of our profits or out of our share premium account, provided that in no circumstances may a dividend be paid out of 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.

British Virgin Islands. Under BVI law, the board of directors of our BVI subsidiary company, being a BVI business company, may authorize payment of a dividend to its shareholders as such time and of such an amount as they determine if they are satisfied on reasonable grounds that immediately following the dividend the value of our BVI subsidiary company’s assets will exceed our BVI subsidiary company’s liabilities and our BVI subsidiary company will be able to pay its debts as they fall due.

Hong Kong. Under Hong Kong law, dividends may only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. As at the date of this prospectus, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between the Company and its subsidiaries, across borders and to U.S. investors, nor are there any restrictions or limitations on distributing earnings from our business and subsidiaries to the Company and U.S. investors. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

Investors in our Ordinary Shares should note that, to the extent cash in the business is in Hong Kong or a Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC and Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of these subsidiaries by the PRC government or Hong Kong Government to transfer cash.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain corporate governance practices that differ significantly from listing requirements of the Nasdaq Capital Market and requirements for domestic public companies incorporated in other jurisdictions, such as the U.S. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq Capital Market, as well as being exempt from certain provisions applicable to United States domestic public companies. As of the date of this prospectus, we plan to rely on home country practice with respect to any number of corporate governance matters. For additional information, see “As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing rules and corporate governance standard” on page 36.

Upon completion of this Offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules as long as our majority and eventual controlling shareholder TechLiving BVI, whose 100% beneficial shareholder is Mr. Chun Kwok Ng, our Chief Executive Officer and Chairman of Board of Directors will be the beneficial owner of an aggregate of 14,120,000 Ordinary Shares, which will represent [59.45]% of the total issued and outstanding Ordinary Shares. 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, although we do not presently intend to rely on such exemptions. Currently, we do not intend to rely on any of the exemptions, although we may elect to rely on one or more of the exemptions in the future.

As a result, you may 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 nomination and compensation committees might not consist entirely of independent directors upon closing of the Offering. If we cease to remain as a foreign private issuer, we may rely on these exemptions. Furthermore, whose 100% beneficial shareholder is Mr. Chun Kwok Ng, our Chief Executive Officer and Chairman of Board of Directors, will be able to exert significant control over our management and affairs, including approval of significant corporate transactions. For additional information, see “Risks Relating to Our Initial Public Offering and Ownership of Our Ordinary Shares - Our Controlling Shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.” on page 35.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Investing in our Ordinary Shares involves risks. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” beginning on page 10 of this prospectus for more information.

This Offering is being conducted on a firm commitment basis and the underwriter is obligated to take and pay for all of the shares if any such shares are taken. If we complete this Offering, net proceeds will be delivered to us for our respective sale of Ordinary Shares on the closing date. The underwriter expects to deliver the Ordinary Shares to the purchasers against payment therefor on or about [●], 2026.

Neither the SEC nor any state securities commission nor any other regulatory body 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.

You should not assume that the information contained in the Registration Statement of which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the Registration Statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this Offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

D. Boral Capital LLC

Lead Underwriter

The date of this prospectus is [●], 2026

TABLE OF CONTENTS

Until [●], 2026 (the 25^th day after the date of this prospectus), all dealers that buy, sell or trade our Ordinary Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither we nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we nor the underwriter take responsibility for, nor provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither we nor the underwriter 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.

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

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our reporting currency is the U.S. dollars. We make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

This prospectus contains translations of certain HK$ amounts into U.S. dollar amounts at specified rates solely for the convenience of the reader. The relevant exchange rates are listed below:

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Investors should not place undue reliance on the facts, statistics and data contained in this prospectus with respect to the economies and the industry. Certain market and industry data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All market and industry data used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe the information from industry publications and other third-party sources included in this prospectus is reliable, we do not guarantee the accuracy and completeness of such information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, certain of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the Registration Statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

DEFINITIONS

RISK FACTORS

Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

If we fail to attract new customers on a continuous basis, our business, financial condition, and results of operations may be adversely affected.

Our business depends on our ability to continually attract new customers to our student accommodation services and referral of education advisory services. Unlike many businesses that rely on repeat or recurring customers, most of our clients are students who typically engage our services only once during their academic programs. As a result, we cannot rely on repeat business from a stable customer base, and our growth and revenues depend on our ability to consistently secure new cohorts of students each academic year.

If we are unable to effectively market our services, maintain strong brand recognition, or adapt to changing student preferences, we may fail to attract sufficient new students. Moreover, fluctuations in enrollment levels at universities in Hong Kong, changes in government policies affecting non-local student quotas, or increased competition from other student housing or educational referral services providers could further reduce our ability to secure new customers.

Any such failure to attract a continuous stream of new students would materially and adversely affect our business, financial condition, and results of operations.

Our relatively short operating history in the student property leasing and management industry may make it difficult to evaluate our prospects and future financial results, and our past growth rate, revenue and net profit margin may not be indicative of our future performance.

Student Living HK was incorporated in 2016 but did not commence substantive business operations until 2020. As a result, we have a relatively short operating history in the student property leasing and management industry, which may make it difficult for investors to evaluate our prospects and future results of operations.

For the six months ended September 30, 2024 and 2025, our revenues amounted to approximately HK$6.2 million (US$793,314) and HK$10.9 million (US$1,397,091), respectively, representing a period-on-period growth rate of approximately 76%. For the fiscal years ended March 31, 2024 and 2025, our revenue amounted to approximately HK$6.2 million (US$786,317) and HK$19.3 million (US$2,472,657), respectively, representing a year-on-year growth rate of approximately 214%. We have established relationships with a range of customers, primarily non-local students enrolled in universities in Hong Kong. However, there is no assurance that we will continue to grow at the same rate in future periods. There is also no assurance that we will be able to successfully implement our business strategies, capture a larger share of the market, or expand our customer base. If we are unable to successfully execute our business strategies, our results of operations and prospects may be materially and adversely affected.

There is an inherent risk in using historical financial information to evaluate our future performance, as it only reflects past performance under specific conditions, including the unprecedented COVID-19 Pandemic. We may be unable to sustain our historical growth rate, revenue, and net profit margin for various reasons, such as deterioration of market conditions in Hong Kong, changes in non-local student enrollment policies, intensification of competition among student housing operators, inflationary pressures, or other unforeseen factors that may affect student demand for our dormitory accommodations or referral services. Accordingly, investors should not place undue reliance on our historical growth rates, revenue, or margins as indicators of our future operating or financial performance.

We depend on our management team, particularly Mr. Chun Kwok Ng, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.

Our business operations depend on the continuing services of our management team, particularly Mr. Chun Kwok Ng, our Chief Executive Officer and Chairman of Board of Directors and our ultimate controlling shareholder, who has accumulated industry experience, marketing skills and operation skills in his previous employment at Degree (Hong Kong) Education Consulting Limited. He also possesses financial reporting, budgeting, business performance review experience through his previous employment with Deloitte Touche Tohmatsu Limited.

While we have provided different incentives to our management team, we cannot assure you that we can continue to retain their services. If one or more members of our management team were unable or unwilling to continue in their present positions, we may be unable to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected (and all these can be particularly problematic because we have not maintained any key man insurance policy for Mr. Chun Kwok Ng and/or any other member of our management team), and we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although there is a confidentiality clause in each of the employment agreements with directors and officers, there is no assurance that they will not join one of our competitors or form a competing business. If any dispute arises between us and our current or former executive directors, we may have to incur substantial costs and expenses in order to enforce such agreements or we may be unable to enforce them at all.

The management of our existing operations, the expansion of our customer base and our future growth will depend on our ability to continue to identify, hire, train and retain experienced and qualified employees or consultants. We may be unable to continue to hire or retain key management personnel and other experienced and qualified employees or consultants and this could adversely impact our operations and growth.

We rely on a single referral partner for our referral of education advisory services, and any disruption in this relationship could materially and adversely affect our business.

As of the date of this prospectus, our referral of education advisory services depends entirely on one partner, Meta Academia Ltd (“Meta Academia”), a related party of the Company, to provide educational consultation services to students we refer. See “Related Party Transactions” for more information. We generate revenue of referral of education advisory services solely from Meta Academia based on the number of successful student placements. Because our revenue of referral of education advisory services is concentrated with a single supplier, our business and results of operations are highly dependent on the continuation of this relationship.

If we were to lose our partnership with Meta Academia, whether due to a breakdown in commercial terms, disputes, changes in Meta Academia’s operations, regulatory constraints, or other unforeseen reasons, we would have no immediate alternative referral partner. In such a case, we may not be able to secure replacement partners in a timely manner or on terms favorable to us, if at all. The loss of our relationship with Meta Academia would therefore have a material adverse effect on our referral services business, revenue, and financial condition.

In addition, our reliance on a single partner increases our exposure to risks associated with Meta Academia’s business, including its financial health, operational capacity, and reputation. Any negative developments affecting Meta Academia could directly impact our revenue of referral of education advisory services, even if our own operations remain unaffected.

Our revenues from Meta Academia Ltd., a related party of the Company, presents additional risks beyond customer concentration and could materially and adversely affect our business, financial condition, and results of operations.

Meta Academia is a related party of the Company, and a portion of our revenues is generated through transactions with Meta Academia. Transactions with related parties may not be negotiated on an arm’s-length basis and may not reflect the same terms, pricing, or conditions that would be available from unaffiliated third parties. As a result, the sustainability and profitability of revenues generated from Meta Academia may differ from those generated from independent customers or partners.

Because Meta Academia is a related party, our relationship with Meta Academia may be subject to heightened scrutiny by investors, regulators, and other market participants. Any perception that our related party transactions are not conducted on commercially reasonable terms could adversely affect investor confidence and the market price of our securities. In addition, changes in the ownership, management, strategic direction, or financial condition of Meta Academia could adversely affect our relationship and our ability to continue generating revenues from this source.

Furthermore, our reliance on a related party for a portion of our revenues may limit our ability to independently negotiate or enforce contractual rights, particularly if conflicts of interest arise. If Meta Academia were to modify, terminate, or fail to renew its arrangements with us, or if the relationship were otherwise disrupted, we may not be able to replace such revenues with comparable arrangements with independent third parties on similar terms, or at all. Any such developments could materially and adversely affect our business, financial condition, and results of operations.

We had customer concentration, with a significant portion of our revenues and accounts receivable attributable to a related party Meta Academia.

Our revenues are highly concentrated, with a significant portion derived from a single customer and related party, Meta Academia. For the six months ended September 30, 2025 and 2024, revenues from Meta Academia totalled approximately US$404,511 and US$184,419, respectively, representing 29.0% and 23.2%, of our total revenues. In addition, as of September 30, 2025 and March 31, 2025, accounts receivable from Meta Academia totalled approximately US$15,274 and US$168,035, respectively, representing 33.3% and 74.7%, of our total accounts receivable. For the year ended March 31, 2025, revenues from Meta Academia totalled approximately US$795,586, representing 32.2% of our total revenues, compared to nil for the year ended March 31, 2024. In addition, for the year ended March 31, 2025, accounts receivable from Meta Academia totalled approximately US$168,035, representing 74.7% of our total accounts receivable, compared to nil for the year ended March 31, 2024.

This concentration exposes us to a heightened degree of credit risk and business risk associated with Meta Academia. If Meta Academia were to delay payments, reduce or discontinue its business with us due to commercial disputes, financial distress, changes in its operations, regulatory constraints, or other unforeseen events, our liquidity, cash flows, and results of operations could be materially and adversely affected. Because no other customer currently contributes a meaningful portion of our referral services revenue, the loss of Meta Academia would require us to rapidly identify and establish new relationships. We may not be able to do so in a timely manner, on commercially favorable terms, or at all, given the relationship-driven nature of the education advisory referral business.

In addition, our dependence on Meta Academia increases our exposure to risks tied to its financial health, operational capacity, and reputation. If Meta Academia experiences delayed or reduced payments, declining demand, or reputational harm, our revenues and financial condition could be materially and adversely affected, regardless of the stability of our own operations.

Our cash flow may fluctuate due to mismatches between our lease obligations and the timing of payments from students or referral partners.

We operate our student dormitories primarily through leases with third-party lessors. For leased properties, we are obligated to pay rent under our lease agreements regardless of the level of occupancy. While we generally require students to pay rent for the entire academic year in advance before moving in, there can be no assurance that all students will make such payments on time or in full, or that students who withdraw or move out early will not seek refunds. In addition, our cash inflows from students are concentrated around the start of the academic year, whereas our rental obligations to lessors and other operating expenses are spread throughout the year.

Furthermore, a portion of our revenue is generated from referral fees from third-party educational consultation services providers, such as Meta Academia. If these partners delay payments to us, our cash inflows may be further affected.

As a result, there may be periods when our cash inflows from students or referral partners are insufficient to cover our rental obligations to lessors and other operating expenses. Any material mismatch in timing between our required payments and our cash receipts could adversely affect our liquidity, financial condition, and results of operations.

Any failure to maintain an effective quality control and management system for our dormitory operations may have a material adverse effect on our reputation, results of operations and financial condition.

Providing safe, clean, and well-managed dormitory facilities is critical to our business and reputation. We rely on our management personnel and third-party service providers to perform regular cleaning, repairs, maintenance, and safety checks in order to support that our dormitories remain in good condition and provide a satisfactory living environment for students. We also provide support services, including 24/7 customer assistance, to help students resolve issues that may arise during their stay.

If we fail to maintain consistent quality standards in our dormitory operations, such as through inadequate cleaning, delayed repairs, insufficient safety measures, or failure to provide reliable support services, students may become dissatisfied with our accommodations. This could result in complaints, reputational damage, lower occupancy rates, and ultimately reduced revenue. In addition, any significant failure in dormitory safety or living conditions could result in legal liabilities, regulatory penalties, or loss of trust from students and their families.

We believe our reputation is closely tied to the quality of our services, and any deterioration in our quality control and management systems could materially and adversely affect our business, results of operations, and financial condition.

Our business and results of operations may be adversely affected if we are unable to capture, predict or respond timely to students’ needs and preferences or keep up with changes in the student housing and referral services market.

We believe that our success depends significantly on our ability to understand the needs and preferences of our target customers, who are primarily non-local students studying in Hong Kong, and to adapt our services to meet their expectations. Student housing and related services are influenced by factors such as location, rental affordability, quality of living environment, available facilities, safety, and support services. In addition, our Referral of education advisory services is affected by student demand for academic guidance and the policies and admission quotas of local universities.

As students’ preferences evolve and as government policies regarding non-local student admissions change, we may not be able to accurately capture, predict, or respond in a timely manner to these shifts. For example, changes in demand for private dormitories, increased competition from alternative accommodation providers, or reduced reliance on third-party educational referral services could reduce the appeal of our offerings.

If we fail to (i) capture, predict, or respond in a timely manner to students’ needs and preferences, or (ii) adapt our business strategies to changing market conditions, our occupancy levels, referral revenue, and overall business performance may be materially and adversely affected.

Our business and results of operations may be adversely affected by changes in social, economic, political, legal or policy developments in Hong Kong, Mainland China, or other regions from which our customers are drawn.

Our business depends heavily on demand from non-local students, the majority of whom are from Mainland China, who choose to study in Hong Kong and require student accommodation and educational referral services. The enrollment decisions of these students are influenced by a wide range of factors, including government policies regarding student quotas, visa regulations, housing supply, and broader macroeconomic conditions in their home countries and in Hong Kong.

Accordingly, our business, results of operations, and financial condition are significantly exposed to social, economic, political, and legal developments in both Hong Kong and Mainland China, as well as other regions from which our customers come. Such risks include, but are not limited to, changes in government policies relating to higher education or non-local student admissions, stricter visa requirements, fluctuations in exchange rates, inflation, economic downturns, rising unemployment, social instability, regional conflicts, pandemics, and changes in tax or regulatory regimes.

For example, a decrease in the number of non-local students admitted to Hong Kong universities due to changes in government quota policies, or an economic slowdown in Mainland China that reduces families’ ability to afford overseas education, could reduce the demand for both our dormitory services and our referral services. Similarly, significant political or social unrest in Hong Kong could discourage students from studying or living here, negatively impacting occupancy levels.

If demand from non-local students were to decline materially or if pricing pressures increase due to competitive or regulatory developments, there is no assurance that we could offset such losses by quickly attracting students from other markets or expanding into new services. Any such developments could materially and adversely affect our business, results of operations, financial condition, and future prospects.

Natural disasters, public health crises, and other catastrophic events beyond our control could adversely affect our business operations and financial performance.

Our business could be materially and adversely affected by natural disasters, public health crises, social unrest, or other catastrophic events. Potential events include fires, floods, typhoons, earthquakes, and other natural disasters in Hong Kong; public health emergencies such as epidemics or pandemics; and disruptive events such as cyberattacks, power outages, or transportation and communication failures.

In particular, our student accommodation operations rely on the continued safe use of our dormitory properties. Any significant damage to our properties or disruptions to our ability to operate them—whether due to natural disasters, infrastructure failures, or other uncontrollable events—could reduce occupancy levels, increase repair and maintenance costs, and disrupt revenue generation. In addition, our referral services could be negatively affected if travel restrictions, school closures, or policy changes reduce the number of non-local students choosing to study in Hong Kong.

The occurrence of such events could also result in reduced student demand, reputational harm, workforce shortages, or significant increases in operating costs (including insurance premiums). Any such developments may have a material adverse effect on our business, financial condition, and results of operations.

Our success depends on our ability to maintain our reputation, and our business and financial results may be harmed if events occur that damage our reputation.

Our business, results of operations, and prospects depend significantly on our reputation for providing safe, reliable, and high-quality student accommodation and related referral services. Any event that negatively impacts our reputation could harm our ability to attract new students and retain our brand value. Such events include, but are not limited to, complaints from dissatisfied students, disputes regarding refunds or deposits, negative publicity arising from the condition of our dormitory facilities, safety or security incidents, or perceived shortcomings in the services provided by our referral partners.

In particular, because many of our customers are students and their families, who often rely on word-of-mouth recommendations and online reviews, even isolated negative incidents could spread quickly and materially affect our reputation. If we fail to successfully maintain, promote, and protect our brand and reputation, we may lose existing or potential customers and face greater difficulty in expanding our business.

As a result, any damage to our reputation could materially and adversely affect our business, financial condition, and results of operations.

If students bypass our services and engage directly with landlords or educational services providers, our business and results of operations may be adversely affected.

Our business model partially relies on acting as an intermediary: we lease properties from third-party lessors and sublease them to students, and we refer students to third-party educational services providers in exchange for referral fees. If students are able to secure accommodations directly from landlords or property agents without using our dormitory services, or if they engage directly with educational consulting providers rather than through our referral services, our role as an intermediary would be diminished.

In particular, advances in technology and the increasing use of online platforms may make it easier for students to identify and contract directly with landlords or services providers. If this occurs, demand for our student living services and referral services could decline, and we may face significant pricing pressure in order to remain competitive.

Any material shift in student behavior toward bypassing intermediaries like us could reduce our revenues and have a material adverse effect on our business, financial condition, and results of operations.

We operate in a competitive market.

The student housing and referral services market in Hong Kong is highly fragmented and competitive. We compete with other student dormitory operators, private landlords, property agents, online housing platforms, and other referral or educational services providers. Competition is based on factors such as (i) reputation and brand recognition; (ii) quality of accommodation and facilities; (iii) pricing and rental terms; (iv) location of dormitories; (v) management quality and services offerings; and (vi) the ability to provide integrated or value-added services to students.

Some of our competitors may have longer operating histories, more financial strength, more favorable leasing terms, larger property portfolios, stronger relationships with universities or referral partners, or greater market recognition than we do. In addition, online platforms make it easier for students to connect directly with landlords or education service providers, bypassing our services altogether.

As competition intensifies, we may face pricing pressure and be required to reduce rental rates or increase promotional spending in order to attract or retain students, which could adversely affect our profit margins. If we fail to adapt to changing market conditions, student preferences, or otherwise fail to differentiate ourselves from competitors, students may choose alternative accommodation or service providers.

As a result, our business, results of operations, financial condition, and business prospects could be materially and adversely affected.

If we fail to comply with housing, safety, health, or environmental standards, or if such standards become more stringent, our costs may increase and our operations could be adversely affected.

Our student accommodation business is subject to various housing, safety, health, and environmental standards under Hong Kong law, including requirements relating to fire safety, sanitation, building use, and environmental protection. We also implement internal management policies to maintain cleanliness, security, and the overall quality of our dormitory facilities.

If we fail to comply with applicable standards or if these standards become more stringent, we may be required to adopt additional internal control measures, upgrade our facilities, or engage additional third-party service providers, all of which could increase our operating costs. Even if we adopt such measures, there is no assurance that compliance lapses will not occur. For example, failures in fire safety systems, sanitation, or building maintenance could expose us to legal liabilities, regulatory penalties, or reputational harm.

In addition, any tightening of government policies on student housing, such as stricter licensing, higher safety requirements, or more frequent inspections, could increase compliance costs and adversely affect our operations. Failure to comply with these standards could materially and adversely affect our reputation, business, financial condition, and results of operations.

The nature of our business exposes us to liability claims related to student housing operations.

Operating student dormitories exposes us to risks of accidents, injuries, or property damage occurring on our premises. Potential incidents include fire hazards, water leakage, electrical malfunctions, structural defects, or accidents in common areas such as kitchens, gyms, or study rooms. In addition, we provide certain facilities and services, including electronic locks, shared laundry facilities, and 24/7 support through digital channels. Malfunctions or failures in these systems could also result in safety concerns, reputational harm, or liability claims.

If any of our facilities fail to meet applicable safety standards, or if accidents occur within our dormitories, we could be subject to claims from students or their families. Even if such claims are ultimately unsuccessful, they could cause us to incur substantial legal costs, divert management attention, and harm our reputation. In more serious cases, we could be required to pay damages, face regulatory penalties, or temporarily suspend operations in affected properties.

As our reputation is closely tied to the safety and quality of our student housing services, any liability claims could materially and adversely affect our business, financial condition, results of operations, and prospects.

We may, from time to time, be involved in disputes and legal and other proceedings arising out of our operations and, as a result, may face significant liabilities.

We may be involved in disputes arising out of the leasing or sale of our properties with tenants in our properties or those in surrounding areas, business partners, leasing agents, purchasers or other parties. These disputes may lead to protests or legal or other proceedings and may damage our reputation and divert our resources and management’s attention. We may incur significant costs in defending ourselves in such proceedings, and if we are not successful in defending ourselves in such proceedings, we may be liable for damages and losses, the amount of which may be significant. The occurrence of any of the above events may materially and adversely affect our business, results of operations and financial condition.

Our current insurance coverage may not sufficiently protect us against all risks, and our insurance premiums may increase.

We maintain insurance coverage for certain aspects of our operations, including property and employee-related risks, but only with respect to our Kiu Kiang Street Dormitory. We do not currently maintain insurance for our other dormitories and, at present, we have no plans to obtain such insurance. As a result, any accidents, injuries, property damage, or other liabilities that occur at these uninsured dormitories would not be covered by insurance, and we would be required to bear such losses directly.

Even with respect to our insured dormitory, our current insurance policies may not cover all potential losses, damages, or liabilities arising from our operations. For example, accidents or injuries occurring in our student dormitories, property damage caused by natural disasters, or claims relating to third-party service providers may not be fully covered under our policies. In addition, the amount of coverage under our existing insurance may not be adequate to compensate us for all losses. If we are held liable for uninsured losses, or if claims exceed the limits of our insurance coverage, we will have to bear the excess costs, which could materially and adversely affect our business, results of operations, and financial condition.

Further, insurance premiums depend on various factors, including our claim history and overall market conditions. There is no assurance that our premiums will not increase significantly in the future or that our coverage will not be reduced or become unavailable on commercially reasonable terms. Any such development could increase our operating costs and reduce our profitability.

We may implement business strategies and future plans that may not be successful.

We intend to pursue various business strategies and future plans to grow our student housing and referral services, including expanding our dormitory portfolio through new leases or property acquisitions, strengthening our referral network with additional educational service providers, and enhancing our facilities and services through technology integration. The successful implementation of these strategies and plans depends on a number of factors, including general market conditions, availability of funding, competition, our ability to secure suitable properties at favorable terms, changes in student enrollment policies, and our ability to attract and retain qualified management and service staff.

There is no assurance that our strategies and plans can be implemented effectively or within the intended timeframe. If we fail to implement these strategies or if their implementation is delayed, we may incur significant investment expenses without generating the expected results. In addition, such efforts may distract our management from our core operations or lead to reputational damage if our projects do not meet student expectations.

Furthermore, if we are unable to secure adequate funding in a timely manner, we may not be able to expand our property portfolio, upgrade our facilities, or pursue strategic partnerships, which could limit our growth opportunities. Any failure to implement our business strategies successfully could adversely affect our future growth, results of operations, and profitability.

We may need to raise additional capital required to grow our business, and we may be unable to raise capital on terms acceptable to us or at all.

Growing and operating our student housing and referral services business will require significant cash outlays, capital expenditures, and commitments. Although our current cash and cash equivalents, anticipated cash flows from operating activities, and the proceeds from this Offering will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 60 months following this Offering, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions. We may also need additional capital if we pursue opportunities for new property leases or acquisitions, facility upgrades, technology enhancements, or strategic partnerships.

If our capital requirements exceed the amount of cash and cash equivalents we have on hand at the time, we will need to seek additional capital, potentially through equity or debt financing, to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the costs associated with such financing, will depend on market conditions. There can be no assurance that we will be able to obtain additional financing in amounts or on terms acceptable to us, or at all.

In addition, we have agreed that, for a period of 12 months after completion of this Offering, we will not, without the prior written consent of the underwriter, issue or sell additional shares or securities convertible into or exchangeable for shares. This restriction may delay or prevent us from raising additional capital during this period. Furthermore, any equity securities we issue in the future, including preferred stock, may be on terms that are dilutive or potentially dilutive to existing shareholders Holders of such equity securities may also have rights, preferences, or privileges that are senior to those of our Ordinary Shares.

If new sources of capital are required but insufficient or unavailable, we may be forced to delay or modify our growth and operating plans, which could harm our ability to expand our business and adversely affect our financial condition and results of operations.

Our executive officers have no prior experience in operating a U.S. public company, and their inability to operate the public company aspects of our business could harm us.

Our executive officers have no experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price. we are considering appointing independent directors with U.S. public company experience if suitable candidates become available in the future.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Prior to this Offering, we were a private company with limited accounting personnel resources. Furthermore, prior to this Offering, our management has not performed 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. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud.

Our internal controls relating to financial reporting have not kept pace with the expansion of our business. Our financial reporting function and system of internal controls may be less developed in certain respects than those of similar companies that operate in Hong Kong and may not provide our management with as much or as accurate or timely information. The PCAOB has defined a material weakness as “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 the annual or interim statements will not be prevented or detected on a timely basis”.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Ordinary Shares.

Upon the completion of this Offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under securities laws and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

Following this Offering, we will be subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the Nasdaq, 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. 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, as 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.

The economic, political and social conditions of the PRC, as well as changes in government policies, may adversely affect our business and results of operations.

A substantial portion of our customers come from Mainland China. As a result, our business and results of operations are closely linked to the economic, political, and social conditions in the PRC and to the policies of the PRC government.

Any slowdown in the PRC economy could reduce the ability or willingness of families to finance overseas education for their children, which in turn could reduce demand for our dormitory and referral services. Changes in government policies, such as adjustments to foreign exchange regulations, restrictions on overseas remittances, changes in admission quotas for Mainland Chinese students at Hong Kong universities, or stricter approval requirements for cross-border education services, could also directly affect our business. In addition, broader political or social developments, such as shifts in PRC–Hong Kong relations, evolving regulations on non-local students, or heightened restrictions on international travel, could reduce the number of students coming to Hong Kong for education.

Many of these risks are beyond our control, and any deterioration in PRC economic conditions or tightening of government policies relating to overseas education and student mobility could materially and adversely affect our business, financial condition, and results of operations.

Risks Relating to Doing Business in Hong Kong

Substantially all of our operations are in Hong Kong and as a result, we are subject to significant regulatory, liquidity, and enforcement risks associated with operations in China, including the risk that changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. Due to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may exercise significant oversight and exert more control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to overseas investors or obtain foreign investment in us and cause the value of the Ordinary Shares to significantly decline or be worthless.

The Company is a holding company and we conduct our operation through our Operating Subsidiary Student Living HK in Hong Kong. Student Living HK’s operations are primarily located in Hong Kong. Hong Kong is a Special Administrative Region of the PRC. The laws previously enacted in Hong Kong, that is, the common law, rules of equity, ordinances, subordinate legislation and customary law are maintained. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system and parliamentary system. 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.

As at the date of this prospectus, we are not materially affected by recent statements by the Chinese Government indicating an extent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, due to long arm provisions under the current Mainland China laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. The Chinese government may intervene in or influence our operations at any time, with or without notice. Such intervention could take the form of direct action against us or the implementation of new laws or policies that impact our ability to operate, and may result in a material change in our operations, including disruptions to our business activities, restructuring of our corporate organization, or limitations on our commercial practices. These actions could also adversely affect the value of our Ordinary Shares, by reducing investor confidence, impairing our financial performance, or imposing restrictions on shareholder rights. The PRC government may also exert significant oversight and discretion over the conduct of our business, including decisions relating to our corporate governance, financial and operational strategies, and cross-border transactions. Such intervention may arise through regulatory investigations, administrative actions, enforcement of new laws or policies, or informal directives that compel compliance. Also, changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

If the PRC government exercises such intervention or control, it could result in a material change in our operations, including interruptions in our business activities, modifications to our corporate structure, or increased operational costs to comply with new legal requirements. Such intervention could also adversely affect our financial position by restricting capital flows, limiting our access to financing, or requiring us to incur significant expenses in response to new compliance obligations. In addition, the perceived risk of governmental influence may negatively impact investor sentiment and reduce the market value of our Ordinary Shares.

In addition, the PRC government has recently promulgated a series of laws, regulations, and policy statements designed to exert greater oversight and control over securities offerings conducted overseas and foreign investment in China-based issuers. Any such action may also hinder our ability to continue to offer securities to investors, including by delaying or preventing future offerings, increasing regulatory scrutiny or conditions imposed on such offerings, or triggering enforcement actions. Moreover, such government intervention may materially limit the rights of our shareholders, including their ability to receive dividends, vote on significant corporate matters, or transfer shares freely. As a result, the value of our Ordinary Shares could experience a substantial decline or become entirely worthless. See “Through long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight over the conduct of our business, which could result in a material change in our operations and/or the value of our Ordinary Shares. Changes in the policies, regulations and rules and the enforcement of laws of the Chinese government may also occur and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.” for more information. 

Through long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight over the conduct of our business, which could result in a material change in our operations and/or the value of our Ordinary Shares. Changes in the policies, regulations and rules and the enforcement of laws of the Chinese government may also occur and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

Our operations are located in Hong Kong. In addition, PRC laws and regulations may be interpreted and applied inconsistently by different Hong Kong or PRC agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in the PRC that apply to our Operating Subsidiaries in Hong Kong may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other PRC or Hong Kong government actions may:

Any such interventions or actions could result in a material negative change in our operations, which could also negatively impact the value of our Ordinary Shares.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including the regulation of certain activities in the United States and global securities markets, enhancing supervision over PRC-based companies listed overseas using VIE structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since some of these statements and regulatory actions are new, it is highly uncertain how soon 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, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may exert more supervision and regulations over offerings conducted overseas and foreign investment in the PRC or HK-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares, or even our ability to continue to offer securities to investors, in which case the value of our Ordinary Shares could significantly decline or become worthless.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to achieve compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

In the event the PRC government restricts or prohibits cash transfers from Hong Kong, our ability to distribute earnings and pay dividends may be impeded, thus limiting our ability to grow our business or receive earnings to the detriment of our investors.

Further, there are currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between Student Living EduVation (Holdings) Corporation, the ultimate holding company, and Student Living HK, the wholly-owned Operating Subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to fund operations outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from Student Living HK See “Transfers of Cash to and from our Subsidiaries” on page 2 for more detailed discussion.

The Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

We are exposed to various risks and uncertainties stemming from the interpretations and implementations of laws and regulations in the PRC. These include, but are not limited to, the regulatory scrutiny of PRC companies’ overseas listings. Furthermore, we are susceptible to potential risks and uncertainties associated with future actions undertaken by the PRC government, which could potentially result in the disallowance of our organizational structure. Such an outcome would likely lead to a substantial transformation in our operational activities, and as a consequence, the value of our Ordinary Shares may experience a significant depreciation or even become worthless.

We may become subject to a variety of PRC laws and other regulations regarding data protection or cybersecurity, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, although we do not believe that we are currently subject to any such laws or regulations. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

We obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

The PRC Criminal Law, as amended by Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides the main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the CAC, the Ministry of Industry and Information Technology, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation have interpreted and enforced data privacy and protection laws and regulations within their respective areas.

In November 2016, the Standing Committee of China’s National People’s Congress passed the CSL, which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the CAC and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, 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. The CAC has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas initial public offerings. On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits. The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business.

On December 28, 2021, thirteen PRC regulatory agencies, namely, the CAC, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of State Security, the Ministry of Finance, the Ministry of Commerce, the State Administration for Market Regulation, CSRC, the People’s Bank of China, the National Radio and Television Administration, National Administration of State Secrets Protection and the National Cryptography Administration, jointly adopted and published the Measures for Cybersecurity Review (2021), which became effective on February 15, 2022. The Measures for Cybersecurity Review (2021) required that, among others, in addition to “operator of critical information infrastructure” any “operator of network platform” holding personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review.

According to the temporary application of Chinese laws related to cybersecurity to companies within China, companies established in Hong Kong are not within the scope of application. The Company is therefore currently not required to obtain regulatory approval from the CAC nor any other PRC authorities for its and its subsidiaries’ operations in HK.

We do not expect to be subject to the cybersecurity review by the CAC, given that: (i) using our products and services do not require providing users’ personal information; (ii) we possess minimum amount, if not none of personal information in our business operations; (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities and (iv) our operations are in HK, a Special Autonomous Region apart from mainland PRC. However, detailed implementation and interpretation related to network security are still under development. If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us, where applicable and necessary.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

We believe that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor any other PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiaries’ operations.

We may be subject to a variety of laws and other obligations regarding data protection in HK. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) came into force on 20 December 1996. The PDPO states that any person who controls the collection, holding, processing or use of personal data (the “data user”) shall not do any act, or engage in a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the “Data Protection Principles”) unless the act or practice, as the case may be, is required or permitted under the PDPO. Personal data means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.

The Data Protection Principles set out that (1) personal data must be collected in a lawful and fair way, for a purpose directly related to a function or activity of the data user. Data subjects must be notified of the purpose for which the data is to be used and the classes of persons to whom the data may be transferred. Data collected should be adequate but not excessive; (2) personal data must be accurate and should not be kept for a period longer than necessary for the fulfillment of the purpose for which the data is or is to be used; (3) personal data must be used for the purpose for which the data is collected or for a directly related purpose unless voluntary and explicit consent with a new purpose is obtained from the data subject; (4) a data user shall take practicable steps to safeguard any personal data held against unauthorized or accidental access, processing, erasure, loss or use; (5) a data user shall take practicable steps so that its policies and practices in relation to personal data, the kind of personal data it holds and the main purposes for which the personal data is or is to be used for are made known to the public; and (6) a data shall be entitled to request access to personal data and must be allowed to correct the personal data if it is inaccurate.

Moreover, the Personal Data (Privacy) (Amendment) Ordinance 2021 (the “PDPAO”) came into effect on 8 October 2021. It amends the PDPO, particularly to: (i) criminalize doxing, i.e. unconsented disclosure of personal information of targeted individuals and groups; (ii) introduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and enforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing.

We are of the view that we are not likely to be in breach of the PDPO and the PDPAO, for the following reasons: we possess personal information that is not more than necessary in the course of our business operations. Nonetheless, we are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy may continue to evolve. We cannot assure you that the governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. We may be subject to investigations and inspections by government authorities regarding our compliance with laws and regulations on data privacy, and we cannot assure you that our practices will always fully comply with all applicable rules and regulatory requirements. In addition, laws, regulations and standards on data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial costs or require us to change our business practices.

We do not expect, and have been advised by our PRC counsel, Guangdong Wesley Law Firm, that the PRC Enterprise Income Tax Law will apply to us, as we no longer have any subsidiary, institutions, locations, or permanent establishment incorporated in Mainland China following the disposal of Shenzhen Student Living on September 1, 2025, nor do we generate income from Mainland China. And our operations and services do not take place in Mainland China. The Company believes that any potential tax liability arising from the sale of Shenzhen Student Living is deductible, as the transfer consideration was nominal, being only RMB1,000. Further, in August 2006, Hong Kong and China have signed a comprehensive arrangement titled “Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income” (the “Comprehensive Double Taxation Arrangement”) for the allocation of the right to tax between the two jurisdictions on a reasonable basis to avoid double taxation of income. The Comprehensive Double Taxation Arrangement covers income from immovable property, associated enterprises, dividends, interest, royalties, capital gains, pensions and government services etc. The Comprehensive Double Taxation Arrangement has since then been modified in 2008, 2010, 2015 and 2019 under different protocols for the purpose of further develop the economic relationship and to enhance the co-operation in tax matters, intending to eliminate double taxation with respect to taxes on income without creating opportunities for non-taxation or reduced taxation through tax evasion or avoidance (including through treaty-shopping arrangements aimed at obtaining tax reliefs provided in the Comprehensive Double Taxation Arrangement for the indirect benefit of residents of third tax jurisdictions). Currently, we do not rely on the Comprehensive Double Taxation Arrangement and no application has been made thereto.

The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.

On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Overseas Listing Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Overseas Listing Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; if a domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited combined financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

Based on the above mentioned, given that (i) the Group currently does not have, nor do it currently intend to establish, any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC; (ii) it is not controlled by any PRC entity or individual; (iii) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any PRC entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the PRC; (v) none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled in mainland China; and (vi) no revenue of the Company is generated from the PRC, this Offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC. We are not subject to any PRC laws and regulations except to those applicable to Hong Kong listed in Annex III of the Basic Law. We do not need permission or approval from the Chinese government to operate our business or offer our Ordinary Shares. As such, we have not applied for and we have not been denied any permissions or approvals. We believe, and we have been advised by our PRC legal counsel, Guangdong Wesley Law Firm, that we do not need permission or approval from the Chinese government to operate our business or offer our Ordinary Shares. As such, we have not applied for and we have not been denied any permissions or approvals.

Further, as of the date of this prospectus, in the opinion of our PRC legal counsel, Guangdong Wesley Law Firm, the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measures do not apply to the Company, and its listing on NASDAQ does not require fulfilling the filing procedure to the CSRC. However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this Offering. If we or our Operating Subsidiaries inadvertently conclude that such approvals are not required, we may be required to make corrections, be given a warning, be fined between RMB 1 million and RMB 10 million, warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million, fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering the securities market and our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or completed hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. Our Group may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of the PRC, limit our operations in the PRC, delay or restrict the repatriation of the proceeds from this Offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.

On February 24, 2023, the CSRC revised the Archives Rules issued in 2009. The Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises (“the revised Archives Rules”) came into effect on March 31, 2023. In the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities service thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests. Where a domestic company provides or publicly discloses to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities and individuals, or provides or publicly discloses through its overseas listing entity, any document or material involving any state secret or any work secret of any governmental agency, it shall report to the competent authority for approval in accordance with the law, and submit to the secrecy administration department for filing. Securities companies and securities service organizations shall comply with the confidentiality and archive management requirements, and keep the documents and materials properly. Securities companies and securities service institutions that provide domestic enterprises with relevant securities service for overseas issuance and listing of securities shall keep the working papers they compile (such as the records of working plan and procedure, evidence and supporting materials related to the services which are obtained and prepared by the aforementioned services providers) within the territory of the PRC. If such working papers need to be taken abroad, approval shall be obtained in accordance with relevant provisions.

The Trial Overseas Listing Measures, and the revised Archives Rules as enacted, do not presently subject us to additional compliance requirements because we are not considered a PRC-based “domestic company” and are instead subject to general application of the Basic Law. However, we cannot assure you that they will not apply to us in the future. If they do eventually apply to us, we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Overseas Listing Measures on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements, including but limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless.

Additionally, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.

Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our Hong Kong Operating Subsidiaries’ business, it may intervene in or influence our operations. Such governmental actions (i) could result in a material change in our Operating Subsidiaries’ operations; (ii) could hinder our ability to continue to offer securities to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline in value or become worthless.

The Hong Kong legal system is subject to uncertainties in the interpretation and enforcement of PRC laws and regulations.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, prescribes that Hong Kong’s current sovereignty will remain in effect for 50 years.

The PRC legal system is based on written statutes and prior court decisions have limited value as precedents. We cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

We may be affected by adverse changes in the political, economic, regulatory, or social conditions in Hong Kong and Mainland China.

Our operations are based in Hong Kong and are also closely tied to Mainland China, since a substantial portion of our customers come from the PRC. As a result, our business and results of operations are subject to risks arising from changes in the political, economic, regulatory, and social environments in both Hong Kong and Mainland China.

Our operating results may be adversely affected by changes in government policies relating to higher education, admission quotas for non-local students, foreign exchange restrictions, taxation, labor laws, or housing policies. Political or social instability, changes in PRC–Hong Kong relations, or other regulatory developments in either jurisdiction could also impact student demand for our services.

In addition, both Hong Kong and Mainland China economies are sensitive to global economic conditions. Any downturn in the PRC economy that reduces families’ ability to fund education abroad, or any adverse developments in Hong Kong’s political or social environment, could materially and adversely affect our business, financial condition, results of operations, and prospects.

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

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

The HFCAA was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company 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 beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

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

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”; (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market, and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing; and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On June 22, 2021, the U.S. Senate passed a bill 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 HFCAA from three years to two years.

On June 22, 2021, the U.S. Senate passed the Consolidated Appropriations Act, which was signed into law by President Biden and contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. A termination in the trading of our securities due to an involuntary delisting or any restriction on the trading in our securities would be expected to have a negative impact on the Company as well as on the value of our securities, should we face heightened operational and legal risks in relation to HFCAA compliance.

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

On December 16, 2021, PCAOB announced the PCAOB determinations relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

On August 26, 2022, the PCAOB announced that it had signed the SOP with the CSRC and the Ministry of Finance of China. The SOP Agreement establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. The PCAOB’s December 15, 2022 determination may be subsequently vacated and does not automatically grant a grace period. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections in early 2023. It continues pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA, if needed. Even though the PCAOB’s December 15, 2022 determination significantly reduces the risk of an involuntary delisting under the HFCAA, it does not eliminate other requirements for companies with PRC operating entities’ operations in China like us under both the HFCAA and SEC guidance.

Our auditor, WWC, P.C., an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, 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 headquartered in California and has been inspected by the PCAOB on a regular basis, with the last inspection in December 2023. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. 

Additionally, the recent developments have added uncertainties to our Offering and we cannot assure you whether the national securities exchange we apply to for listing or regulatory authorities would apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit. Furthermore, the HFCAA, which requires that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, as amended, may result in the delisting of our Company in the future if the PCAOB is unable to inspect our accounting firm at such future time. Our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB recently. While the Company’s auditor is based in California and is registered with PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has made plans to resume regular inspections, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA, if needed. If trading in our Ordinary Shares is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Ordinary Shares.

A termination in the trading of our securities or any restriction on the trading in our securities would be expected to have a negative impact on the Company as well as on the value of our securities.

It remains unclear what the SEC’s implementation process related to the above rules will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on the companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.

Furthermore, new laws and regulations or changes in laws and regulations in both the United States and China could affect our ability to list our securities on the Nasdaq Capital Market, which could materially impair the market for and the market price of our securities. Any new developments could add uncertainties to our Offering. Despite that we have an auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the Company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include but not limited to that trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities.

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

The amendment to the Nasdaq’s continued listing requirements could result in our inability to maintain our listing.

On September 3, 2025, Nasdaq proposed to introduce an accelerated process for suspending and delisting companies with a listings deficiency that also have a market value listed securities below $5.0 million. Nasdaq proposes further enhancing investor protections by providing for suspension from Nasdaq trading and immediate delisting (rather than providing a compliance period) of any company that becomes non-compliant with a numeric listing requirement, including the bid price, market value of public float, equity, income and total assets/revenue requirements, and that has a market value of listed securities of less than $5 million. To effect this change, Nasdaq proposes to modify Listing Rule 5810(c)(1) to add an additional type of a deficiency that results in immediate delisting and suspension from trading of the company’s securities. Specifically, Listing Rule 5810(c)(1) will provide that staff’s delisting notice will inform the company that its securities are immediately subject to suspension and delisting when a company is non-compliant with one or more of the listing requirements contained in Rule 5450 or Rule 5550 and the company’s Market Value of Listed Securities has failed to maintain a value of at least $5 million for a period of 10 consecutive business days. Listing Rule 5810(c)(2)(A)(i) currently identifies all quantitative deficiencies from standards that do not provide a compliance period as deficiencies for which a company may submit a plan of compliance for staff review. Nasdaq proposes to modify Listing Rule 5810(c)(2)(A)(i) to provide that the company may not submit such a plan when the company’s Market Value of Listed Securities had been less than $5 million for a period of 10 consecutive business days. Further, Listing Rule 5810(c)(3) currently identifies deficiencies for which the rules provide a specified cure or compliance period. Nasdaq proposes to modify Listing Rule 5810(c)(3) to provide that a company will not be entitled to such cure or compliance period if the company’s Market Value of Listed Securities has failed to maintain a value of at least $5 million for a period of 10 consecutive business days. Finally, Nasdaq proposes to modify Listing Rule 5810(c)(1) to provide that staff’s delisting notice in these circumstances will inform the company that its securities are immediately subject to suspension from trading on Nasdaq. Nasdaq believes that it is not appropriate for such a company to continue trading on Nasdaq during the pendency of the Hearings Panel review process. Instead, Nasdaq proposes to amend Rule 5815 to remove the stay provision in these situations so that the company’s securities will be suspended from trading on Nasdaq during the pendency of the Hearings Panel’s review. In addition, Nasdaq also proposed to adopt additional initial listing criteria for companies primarily operating in China, including a minimum $25 million IPO proceeds requirement (“Strengthened PRC Listing Threshold”).

The proposed accelerated process for suspending and delisting companies with a listings deficiency that also have a market value listed securities below $5.0 million, if implemented, may put immense pressure on our Company We may have to monitor the market value of our listed securities closely and take actions timely, such as issuing additional securities and raising additional capital to regain and/or maintain compliance. Any such risk of losing our listing status quickly may harm investors’ confidence, our liquidity and limit our access to additional funding.

Even if we currently meet the revised listing requirements, we may be unable to continue to satisfy the newly revised listing requirements and applicable rules on the Nasdaq Capital Market, which could materially and adversely affect the liquidity, visibility, and overall marketability of our Ordinary Shares. In addition, the Strengthened PRC Listing Threshold may be part of a broader trend of heightened regulatory scrutiny and stricter supervisions for companies with principal operations in China, Hong Kong, and Macau. Currently, it is not clear whether Nasdaq will propose any continue listing rules specifically applicable to companies with principal operations in China, Hong Kong, and Macau, but if that occurs, 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, or our securities could be subject to delisting.

Upon Completion of this Offering, existing   shareholders may sell significant quantities of Ordinary Shares.

The existing shareholders will own [84.21]% of our Ordinary Shares following the successful completion of this Offering. Notwithstanding that certain of our officers and directors who are shareholders will be locked up for a period of one hundred eighty (180) days, and any other holders of our Ordinary Shares will also be locked up for a period of one hundred eighty (180) days, following the completion of this Offering, our existing shareholders may have acquired their shares at a lower price than that of this Offering. Accordingly, they may be incentivized to sell all or part of their holdings as soon as any applicable transfer restrictions have ended and such sales could have a negative impact on the market price of our Ordinary Shares. In addition, large number of sales of our Ordinary Shares by the selling shareholders named in the Resale Prospectus could depress the market price of our Ordinary Shares and make it more difficult to sell your shares of our Ordinary Shares. In addition, each of the Six Pre-IPO Investors, who are also Resale Shareholders in this Offering, hold 4.9% of our Ordinary Shares as of the date of this prospectus, and the sales of the Resale Shares by these Six Pre-IPO Investors into the public market following this Offering could increase the volatility and adversely affect the trading price of our Ordinary Shares.

The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and could result in significant losses and you may not be able to resell your shares at or above the Offering price.

The Offering price for our Ordinary Shares will be determined through negotiations between the underwriter and us and may vary from the market price of our Ordinary Shares following our Offering. If you purchase our Ordinary Shares in our Offering, you may not be able to resell those Ordinary Shares at or above the Offering price. We cannot assure you that our Ordinary Shares’ Offering price, or the market price following our Offering, 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:

In addition, the trading price of our Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, akin to the performance and fluctuation of the market prices of other companies with business operations located mainly in HK or the PRC that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of the securities of these Chinese companies after their offerings may affect the general perception and attitude of investors toward Chinese companies listed in the United. Consequently, these factors may impact the trading performance of our shares, notwithstanding our actual operating performance.

In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

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

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

We may not maintain the required listing standards  of our Ordinary Shares on the Nasdaq, which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Ordinary Shares on the Nasdaq concurrently with this Offering. In order to continue listing our Ordinary Shares on the Nasdaq, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our Ordinary Shares will continue to be listed on the Nasdaq in the future. If the Nasdaq delists our Ordinary Shares and we are unable to list our Ordinary Shares on another national securities exchange, we will endeavor to have our Ordinary Shares quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

As long as our Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or preempts states from regulating their sale of those listed Ordinary Shares. However, the law does permit states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of those listed Ordinary Shares. Further, if our Ordinary Shares are no longer listed on the Nasdaq, we would be subject to regulations in each state in which we offer our Ordinary Shares.

Our offering structure will be impacted by Nasdaq Listing Qualifications.

In order to be listed on the Nasdaq Capital Market, an issuer must meet certain financial and liquidity requirements. An issuer must have at least 1 million unrestricted publicly held shares, at least 300 unrestricted round lot holders and a minimum listing price of $4.00, and also meet one of several other criteria, including either the net income standard, where an issuer must meet minimum net income requirements of $750,000 in the latest fiscal year or in two of the last three fiscal years, or the equity standard, where the market value of unrestricted publicly held shares must be at least $15 million. These listing qualifications were one factor that was considered when we determined the number of shares offered in the resale offering, as the inclusion of resale shares in the resale offering helped us meet the market value (or “public float”) requirement that was applicable at the time we undertook the analysis of meeting Nasdaq’s listing criteria. The additional Ordinary Shares offered by the Resale Shareholders may introduce risks such as increased market volatility or downward pressure on your share price, as discussed in more detail in the risk factor below, because the Resale Shareholders may be willing to accept a lower sales price than the price investors pay in the Offering. In addition to listing qualifications, Nasdaq has ongoing listing requirements, including that if we fail to maintain a share price above $1 for a 30-day trading period, our Ordinary Shares would be delisted from Nasdaq. The Ordinary Shares offered in the Resale Offering could cause our share price to decrease below $1.00 for a 30-day trading period. Failure to maintain the listing standards of Nasdaq could result in our Ordinary Shares being delisted and we would not have a national securities exchange as a platform to trade our shares, thus significantly negatively impacting the liquidity of our Ordinary Shares in addition to the other risks discussed in more detail in the risk factor above.

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

The market price of our Ordinary Shares could decline as a result of future sales of substantial amounts of our Ordinary Shares in the public market after the completion of this Offering and also from the sale of Ordinary Shares by the Resale Shareholders through the Resale Prospectus, or the perception that these sales could occur. Future sales, or perceived sales, of substantial amounts of the shares could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have 20,000,000 Ordinary Shares outstanding. The Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up or lock-up/leak-out agreements. There will be [23,750,000] Ordinary Shares outstanding immediately after this Offering. In connection with this Offering, our directors and officers named in the section “Management,” and certain shareholders have agreed not to sell any shares (excluding Ordinary Shares sold as the Selling Shareholder and Resale Shareholders) until 180 days after the date our Ordinary Shares commence trading on the Nasdaq Capital Market without the prior written consent of the underwriter, subject to certain exceptions in the relevant lock-up and lock-up/leak-out agreements. However, the underwriter may release these securities from these restrictions at any time. Because the securities held by the Resale Shareholders (Mr. King Tong Chan, Mr. Shek Sun Lam, Mr. Shing Hin Ho, Mr. Siu Tai Chan, Ms. Wan Ting Wong, and Ms. Yuet King Yim) who may sell if the conditions in their lock-up/leak-out agreements are met) in the concurrent resale are not subject to similar lock-up restrictions, they may freely sell their Ordinary Shares in the open market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. These Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this Offering, which could substantially lower the market price of our Ordinary Shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this Offering.

Short selling may drive down the market price of our Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. Since it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These negative opinions have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any negative opinions of short sellers, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Ordinary Shares.

Because we do not intend to pay dividends in the foreseeable future, you may rely on price appreciation of our Ordinary Shares for a return on your investment.

We currently intend to retain 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 may not expect to pay any cash dividends or make any distributions in the foreseeable future. Therefore, you should not rely on an investment in our 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. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our securities will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

Because our Offering price is substantially higher than our net tangible book value per Ordinary Share, you will experience immediate and substantial dilution.

If you purchase Ordinary Shares in the assumed completion of this Offering, you will pay substantially more than the corresponding amount paid by existing shareholder for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[3.41] per Ordinary Share, representing the difference between our pro forma as adjusted net tangible book value per Ordinary Share of US$[0.59] as of September 30, 2025, after giving effect to the net proceeds to us from this Offering, assuming no change to the number of Ordinary Shares offered by us as stated on the cover page of this prospectus and an assumed public Offering price of US$[4] per Ordinary Share. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this Offering.

You must rely on the judgment of our management as to the uses of our net proceeds from this Offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this Offering as discussed under “Use of Proceeds”. However, our management will have considerable discretion in the application of the net proceeds received by us in this Offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this Offering may be placed in investments that do not produce income or that lose value.

If we become classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

A non-U.S. corporation such as our Company will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

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

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

It is possible that, in future taxable years, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we combine their operating results in our combined financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations” on page 101.

Our Controlling Shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

As of the date of this prospectus, TechLiving Hub Solutions Corporation, which is wholly-owned by Mr. Chun Kwok Ng, beneficially owns approximately 70.60% of our issued and outstanding Ordinary Shares. Upon completion of this Offering, TechLiving Hub Solutions Corporation will be the beneficial owner of an aggregate of 14,120,000 Ordinary Shares which will represent [59.45]% of the then total issued and outstanding Ordinary Shares.

Accordingly, our Controlling Shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders” on page 88.

We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

Upon the completion of this Offering, we will be a “controlled company” as defined under the rules of Nasdaq. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including:

As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Accordingly, a majority of the members of our board of directors might not be independent directors and our nomination 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. We currently do not plan to rely on these exemptions although we may in the future elect to so rely.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing rules and corporate governance standards.

As a foreign private issuer that has applied to list our Ordinary Shares on the Nasdaq, as of the date of this prospectus we plan to rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq. If adopted these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards, and certain provisions applicable to United States domestic public companies. 

For example, we are eligible to be exempt from Nasdaq regulations that require a listed U.S. company to:

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq. Therefore, we intend to have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

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

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

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which is generally persuasive authority, but is not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions of the United States. In particular, the Cayman Islands may have a different body of securities laws than the United States, which may provide significantly less protection to investors. 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 Amended and Restated Memorandum and Articles of Association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution 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 U.S. As of the date of this prospectus, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, 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, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or Controlling Shareholder than they would as shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Prior to the completion of this Offering, we have been a private company with limited accounting personnel. Furthermore, prior to the completion of this Offering, our management has not performed 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. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our Ordinary Shares.

Upon the completion of this Offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq to regulatory investigations and to civil or criminal sanctions.

We currently lack personnel adequately trained in and have appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements, which could result in (i) our failure to maintain effective internal control over financial reporting; (ii) result in errors in our financial statements; (iii) result in failure to meet our reporting obligations; and (iv) cause investors to lose confidence in our financial information. To address this issue, the Company is undertaking the necessary steps to fulfill our financial reporting requirements including the hiring of additional personnel with experience in this area.

Because we are a Cayman Islands company and all of our business is conducted in Hong Kong, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain.

Although we are a Cayman Islands exempted company, we conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong and substantially all of our assets are located outside of the United States. In addition, the majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for our shareholders to effect services on these persons or bring an action against us or against these individuals in the Cayman Islands or in Hong Kong in the event that they believe that their rights have been infringed under the securities laws of the United States or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States or Hong Kong, although any final and conclusive judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature, nor a fine or other penalty) and/or certain non-monetary judgments rendered in any action or proceedings brought against our Company on the basis of documents in a U.S. court will be recognized as a valid judgment by the courts of the Cayman Islands without re-examination of the merits of the case. On general principles, such proceedings would be expected to be successful, provided that the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in the Cayman Islands, that the judgment was not contrary to public policy in the Cayman Islands, and that it had not been obtained by fraud or through proceedings contrary to natural justice. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of the foregoing, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Act and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands may have a less developed body of securities laws as compared to the United States, and may provide significantly less protection to investors. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands does. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

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, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

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

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 are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

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

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, we are not required to comply with all of 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. Accordingly, the next determination will be made with respect to us on September 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would 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 also would be required to comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we do not incur as a foreign private issuer.

We will incur significantly increased costs and devote a substantial amount of our management’s time as a result of becoming a public company and the eventual listing of our Ordinary Shares on the Nasdaq.

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, we will incur additional legal, accounting and other expenses as a public reporting company that we did not incur as a private company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure create uncertainty for public companies, increasing legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

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

We may need to raise additional funds immediately after the completion of this Offering or in the future to finance further expansion of our capacity and business relating to 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 shareholder, 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:

Our compensation of directors and Executive Officers may not be publicly available.

Under Cayman Islands law, the Company is not required to disclose compensation paid to our senior management on an individual basis and the Company has not otherwise publicly disclosed this information elsewhere. The executive officers of the Company receive fixed and variable compensation. They also receive benefits in line with market practice. The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses and awards of shares (or the cash equivalent). Cash bonuses are paid to executive officers based on previously agreed targets for the business.

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 our Board or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of Ordinary Shares of approximately $12,830,737 based upon an assumed Offering Price of $4 per share (being the low point of the estimated offer price range set forth on the cover page of this prospectus), of net proceeds from this Offering after deducting underwriting discounts and commissions and estimated Offering expenses of approximately $2,169,263 payable by us. We are registering the Resale Shares pursuant to the Registration Rights Agreements we entered into with the Six Pre-IPO Investors on September 19, 2025. See “Pre-IPO Investors” for more information. We will not receive any proceeds from the sale of Ordinary Shares by the Resale Shareholders.

Each $1 increase (decrease) in the assumed Offering Price of $4 per share (being the low point of the estimated offer price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this Offering by $3,450,000, assuming the number of Ordinary Shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting fees and commissions.

The primary purposes of this Offering are to create a public market for our Ordinary Shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives and obtain additional capital.

We currently intend to use the net proceeds of this Offering as follows:

The precise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market and business conditions as well as particular opportunities that may arise from time to time. This expected use of our net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and market conditions are they develop. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

CAPITALIZATION

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

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

A $1.00 increase (decrease) in the assumed initial public offering price of $[--] per share would increase (decrease) each of additional paid-in capital, total stockholders’ equity and total capitalization by $[--], assuming the number of the Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated expenses payable by us.

DIVIDEND POLICY

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We have adopted a dividend policy, according to which our board of directors will take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividends paid, if any; (g) capital requirements and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of directors may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our shareholders, the Companies Act and our Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.

Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends. As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiary for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association (as amended from time to time) to provide funding to our Operating Subsidiary incorporated in Hong Kong through loans or capital contributions. Our Operating Subsidiary is permitted under the laws of Hong Kong to provide funding to us through dividend distribution without restrictions on the amount of the funds. If our Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. As of the date of this prospectus, our Operating Subsidiary has not experienced any difficulties or limitations on its ability to pay dividends; nor does it maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There can be no assurance that the PRC government will not 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.

DILUTION

Investors purchasing our Ordinary Shares in this Offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares immediately after the Offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares immediately prior to this Offering. As of September 30, 2025, the Company had a historical net tangible book value of US$628,949, or US$0.03 per share, immediately prior to this Offering. After giving effect to the sale of Ordinary Shares in this Offering by the Company at an initial public Offering price of US$4 per share (being the low point of the estimated offer price range set forth on the cover page of this prospectus), after deducting US$2,169,263 in underwriting discounts and commissions and estimated Offering expenses payable by us, the pro forma as adjusted net tangible book value as of September 30, 2025 would have been approximately US$13,905,718, or US$0.59 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.56 per share to our existing shareholders and an immediate dilution of US$3.41 per share to new investors purchasing Ordinary Shares in this Offering.

The following table illustrates this dilution on a per share basis to new investors.

Each USD1 increase (decrease) in the assumed initial public offering price of US$4 per Ordinary Share (the low point of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the pro forma as adjusted amount of net tangible book value as of September 30, 2025, after this Offering by US$0.15 per Ordinary Share and would increase (decrease) dilution to new investors by US$0.85 per Ordinary Share, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2025, the total number of Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed initial public Offering Price of US$4 per share (the low point of the estimated price range set forth on the cover of this prospectus), for Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

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

SELECTED SUMMARY COMBINED FINANCIAL AND OTHER DATA

The following summary consolidated and combined financial data as of September 30, 2025, March 31, 2025 and 2024 and for the six months ended September 30, 2025 and 2024, for the years ended March 31, 2025 and 2024 have been derived from our audited consolidated and combined financial statements included elsewhere in this prospectus. The summary financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated and combined financial statements and notes thereto included elsewhere in this prospectus. Our combined financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

The following table shows key components of our results of operations during the six months ended September 30, 2025 and 2024:

The following table shows key components of our results of operations during the fiscal years ended March 31, 2025 and 2024:

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Student Living EduVation (Holdings) Corporation is an exempted company with limited liability established under the laws of the Cayman Islands on June 4, 2025. It is a parent holding company with no operation. The Company through its wholly owned subsidiary, Student Living HK, engages in provision of student accommodation services, property management services and referral of education advisory services.

Student Living HK familiar itself with students’ needs develop effective operational models, and deliver amenities and programs that improve student satisfaction. We as lessee enters into long-term operating lease agreements with lessors for properties suitable as student accommodation and furnishes leased properties into smaller apartments for subleasing purpose. We sublease apartments to tenants who are typically university students.

Through the cooperation with Meta Academia Limited (“Meta Academia”) a related party of the Company, we enter into agency agreement with Meta Academia to sell their education advisory services. Education advisory services generally include matching of university and subject according to student specific academic background, assistant in school enrollment and follow up on subject offer. We act solely as an agent and does not assume primary responsibility for providing the services. Meta Academia have discretion in setting selling price. We determine that we act solely as an agent in these transactions and recognizes agency income on a net basis. These agreements are fixed price and have no variable consideration.

We provide property management services to our customers who are property owners. Property management services mainly include cleaning, security, maintenance and customer services. We typically enter into service contracts with its customers which will set forth the terms and conditions including the transaction price, services to be delivered, terms of delivery, and terms of payment. We are the principal in these contracts since it is primarily responsible for the satisfaction of performance obligation. We account for property management services provided to customers as a single performance obligation which are rendered over time each month because customers receive and consume benefits provided by the Company simultaneously. We bill a fixed amount for services provided monthly and recognizes it as revenue in the amount to which we have a right to invoice and that corresponds directly with the value of performance completed.

Student Living HK generates revenues primarily from provision of student accommodation services, property management services and referral of education advisory services. For the six months ended September 30, 2025 and 2024, total revenue was $1,397,091 and $793,314, respectively. Our gross profit was $820,146 and $279,253, respectively, for the six months ended September 30, 2025 and 2024. Our net income was $207,711 and $88,454, respectively, for the six months ended September 30, 2025 and 2024. For the years ended March 31, 2025 and 2024, total revenue was $2,472,657 and $786,317 respectively. Our gross profit was $1,334,518 and $251,019 respectively, for the years ended March 31, 2025 and 2024. Our net income was $751,573 and net loss was $106,266 respectively, for the years ended March 31, 2025 and 2024.

We will continue to adhere to our business principles of providing the highest quality services to tap into the high growing market in Hong Kong. We aim to achieve this goal by implementing the following strategies:

Key Factors that Affect Operating Results

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

Market demand and competition

The competition to student accommodation services, property management services and referral of education advisory services are getting fiercer in recent years. We compete primarily based on our price, product quality, customer services and brand recognition. Our competitors may compete with us in the following ways:

Fluctuation in costs of revenues and gross profit margins

Our costs of student accommodation services are subject to fluctuations, particularly due to changes in the rental properties market. We need to negotiate with the principal landlord for renewal of lease terms before the maturity date of the existing lease.

Our costs of referral of education advisory services and property management services are subject to fluctuations of our wages and salaries of our staffs. We need to maintain our staffs with good working environment and avoid our trained staffs recruited by our competitors.

Being exposed to liquidity risk and the credit risks of our clients

We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.

We apply strict credit controls on our customers to reduce the risk of defaults or overdue payments.

Results of Operations

Comparison of Six Months Ended September 30, 2025 and 2024

The following table sets forth a summary of our consolidated results of operations for the six months ended September 30, 2025 and 2024:

Comparison of Years Ended March 31, 2025 and 2024

The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2025 and 2024:

Revenue

The following table sets forth the breakdown of our revenue by major source for the six months ended September 30, 2025 and 2024:

Our revenue increased by $603,777 or 76%, from $793,314 for the six months ended September 30, 2024 to $1,397,091 for the six months ended September 30, 2025, primarily driven by the expansion of rentable space and the increase of referral of education advisory services. As a result, revenue from subleasing revenue and agency income from education advisory services increased significantly.

The following table sets forth the breakdown of our revenue by major source for the years ended March 31, 2025 and 2024:

Our revenue increased by $1,686,340 or 214%, from $786,317 for the year ended March 31, 2024 to $2,472,657 for the year ended March 31, 2025, primarily driven by the expansion of rentable space, the introduction of referral of education advisory services and growth in property management services. As a result, revenue from subleasing revenue, agency income from education advisory services and property management services income increased significantly. We provided 143 rentable living rooms during the year ended March 31, 2025, compared to 63 rentable living rooms for the year ended March 31, 2024.

Cost of revenues

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

Our cost of revenues increased by $62,884 or 12%, from $514,061 for the six months ended September 30, 2024 to $576,945 for the six months ended September 30, 2025.

Our amortization of right of use assets increased by $13,072 or 4%, from $360,164 for the six months ended September 30, 2024 to $373,236 for the six months ended September 30, 2025, the increase was primarily attributable to the expansion of rentable capacity and the execution of new lease agreements during the six months ended September 30, 2025.

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

Our cost of revenues increased by $602,841 or 113%, from $535,298 for the year ended March 31, 2024 to $1,138,139 for the year ended March 31, 2025.

Our amortization of right of use assets increased by $367,667 or 104%, from $355,028 for the year ended March 31, 2024 to $722,695 for the year ended March 31, 2025, the increase was primarily attributable to the expansion of rentable capacity and the execution of new lease agreements during the year.

Gross profit

Our gross profit and gross profit margin are as follows:

Our gross profit increased by $540,893, or 194%, from $279,253 for the six months ended September 30, 2024 to $820,146 for the six months ended September 30, 2025. The increase in total gross profit was primarily driven by the expansion of rentable capacity and the increased demand of referral of education advisory services.

Our gross profit increased by $1,083,499, or 432%, from $251,019 for the year ended March 31, 2024 to $1,334,518 for the year ended March 31, 2025. The increase in total gross profit was primarily driven by the recognition of agency income from property management services and referral of education advisory services.

General and administrative expenses

Our general and administrative expenses consist of the following.

Our general and administrative expenses increased by $474,109 or 335%, from $141,461 for the six months ended September 30, 2024 to $615,570 for the six months ended September 30, 2025, which was mainly due to (i) increase in personnel costs that there was an increase in number of operation personnel between the periods ended September 30, 2024 and 2025; and (ii) increase in professional fees related to the audit of our consolidated financial statements and other professional services.

Our general and administrative expenses increased by $94,986, or 34%, from $280,768 for the year ended March 31, 2024 to $375,754 for the year ended March 31, 2025, which was mainly due to (i) increase in personnel costs that there was an increase in number of operation personnel from 6 to 9 between the years ended March 31, 2024 and 2025; and (ii) increase in provision of expected credit losses.

Other income (expenses), net

Other income, net amounted to $30,779 for the six months ended September 30, 2025 while other expenses, net amounted to $22,457 for the six months ended September 30, 2024.

Our interest expense decreased by $13,086, or 45%, from $29,233 for the six months ended September 30, 2024 to $16,147 for the six months ended September 30, 2025, which was mainly due to repayment of bank borrowings.

Our other income increased by $39,931 or 756%, from $5,284 for the six months ended September 30, 2024 to $45,215 for the six months ended September 30, 2025. Other income primarily comprised on-demand concierge services, which are not within the scope of ASC 606.

Other expense, net amounted to $18,995 for the year ended March 31, 2025 while other income, net amounted to $3,051 for the year ended March 31, 2024.

Our interest expense increased by $33,016, or 148%, from $22,358 for the year ended March 31, 2024 to $55,374 for the year ended March 31, 2025, which was mainly due to the commencement of bank borrowings in July 2023, which remained outstanding throughout the year ended March 31, 2025.

Our other income increased by $5,626 or 22%, from $25,201 for the year ended March 31, 2024 to $30,827 for the year ended March 31, 2025. Other income primarily comprised on-demand concierge services, which are not within the scope of ASC 606.

Loss from discontinued operations, net of taxes

Our loss from discontinued operations decreased by $10,043, or 53%, from $19,053 for the six months ended September 30, 2024 to $9,010 for the six months ended September 30, 2025.

Our loss from discontinued operations increased by $588, or 1%, from $54,865 for the year ended March 31, 2024 to $55,453 for the year ended March 31, 2025.

On September 1, 2025, Student Living HK entered into an equity transfer agreement with an independent third party, pursuant to which, Student Living HK agreed to sell all the issued shares of Shenzhen Student Living for a consideration of RMB1,000 (equivalents to approximately $140). On the same day, we discontinued our operations in PRC. The gain on disposal of subsidiary is $16,174.

Income tax expense

Our Operating Subsidiary is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to $256,020 (equivalents to HK$2,000,000), and 16.5% on any part of assessable profits over $256,020 (equivalents to HK$2,000,000).

Our income tax expenses increased by $10,806 or 138%, from $7,828 for the six months ended September 30, 2024 to $18,634 for the six months ended September 30, 2025. The increase was primarily attributable to higher taxable income generated by the Operating Subsidiary for the six months ended September 30, 2025.

Our income tax expenses increased by $108,040 or 437%, from $24,703 for the year ended March 31, 2024 to $132,743 for the year ended March 31, 2025. The increase was primarily attributable to higher taxable income generated by the Operating Subsidiary for the year ended March 31, 2025, as a result of expanded business activities.

Net income

As a result of the foregoing, net income increased by $119,257 or 135% from $88,454 for the six months ended September 30, 2024 to $207,711 for the six months ended September 30, 2025.

As a result of the foregoing, we reported a net income of $751,573 for the year ended March 31, 2025, as compared to a net loss of $106,266 for the year ended March 31, 2024.

Cash flows

The following table sets forth a summary of our cash flows for the six months ended September 30, 2025 and 2024:

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

Operating Activities

Net cash provided by operating activities for the six months ended September 30, 2025 was $1,314,529, compared to the net income of $207,711. The difference was primarily attributable to: (i) an increase of contract liabilities of $930,326, mainly related to payment advanced from customers; (ii) an increase of $34,694 in accrued expense and other liabilities, mainly related to deposits received from customers; (iii) a decrease of account receivable of $178,420, mainly due to repayment from debtors and related parties.

Net cash provided by operating activities for the six months ended September 30, 2024 was $1,450,201, compared to the net income of $88,454. The difference was primarily attributable to: (i) an increase of accounts receivable of $112,697, which is in line with the increase in revenue; (ii) an increase of contract liabilities of $1,251,544, mainly related to payment advanced from customers; and (iii) an increase of $149,823 in accrued expense and other liabilities, mainly related to deposits received from customers.

Net cash provided by operating activities for the year ended March 31, 2025 was $1,406,056, compared to the net income of $751,573. The difference was primarily attributable to: (i) an increase of contract liabilities of $416,113, mainly related to payment advanced from customers; (ii) an increase of $147,497 in accrued expense and other liabilities, mainly related to deposits received from customers; (iii) an increase of $99,491 in income tax payables arising from the provision for Hong Kong Profits Tax; (iv) an increase of account receivable of $197,302, which was in line with the increase in revenue; and (v) a decrease of operating lease liabilities of $690,247.

Net cash used in operating activities for the year ended March 31, 2024 was $245,645, compared to the net loss of $106,266. The difference was primarily attributable to: (i) increase in prepayments, deposits and other receivables of $364,979, resulting from the execution of new lease agreements during the year; (ii) an increase of contract liabilities of $43,929, mainly related to payment advanced from customers; (iii) an increase of $34,801 in accrued expense and other liabilities, mainly related to deposits received from customers; (iv) an increase of $19,335 in income tax payables arising from the provision for Hong Kong Profits Tax; (v) an increase of account receivable of $29,499, which was in line with the increase in revenue; and (vi) a decrease of operating lease liabilities of $298,760.

Investing Activities

Net cash used in investing activities for the six months ended September 30, 2025 was $29,789, which was entirely spent on the purchase of property and equipment.

Net cash used in investing activities for the six months ended September 30, 2024 was $44,184, which was entirely spent on the purchase of property and equipment.

Net cash used in investing activities for the year ended March 31, 2025 was $69,242, which was entirely spent on the purchase of property and equipment.

Financing Activities

Net cash used in financing activities for the six months ended September 30, 2025 was $256,949, which was primarily attributable to the payment of IPO costs of $444,262, repayment of bank borrowings amounting to $49,924, and the net repayment from related parties of $237,237.

Net cash used in financing activities for the six months ended September 30, 2024 was $251,176, which was primarily attributable to repayment of bank borrowings of $49,947, and the repayment to related parties of $201,229.

Net cash used in financing activities for the year ended Mach 31, 2025 was $832,445, which was primarily attributable to the repayment of bank borrowings amounting to $100,090, and the repayment to a related party of $732,355.

Net cash provided from financing activities for the year ended March 31, 2024 was $117,778, which was primarily attributable to net proceeds from bank borrowings of $963,627 and the repayment to a related party of $845,849.

Quantitative and Qualitative Disclosures about Market Risks

Currency risk

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

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

Credit risks

Financial instruments that potentially subject us to the credit risks consist of cash and cash equivalents, financial assets at fair value through profit or loss, accounts receivable, amounts due from related parties and deposits and other receivables. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.

We deposit our cash with reputable banks located in Hong Kong. As of September 30, 2025 and March 31, 2025, $1,576,834 and $542,255 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of HK$500,000 (equivalent to $64,260) and further increased to HK$800,000 (equivalent to $102,816), effective October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and we believe that we are not exposed to any significant credit risk on cash and cash equivalent.

Assets that potentially subject us to a significant credit risk primarily consist of accounts receivable, amounts due from related parties and deposits and other receivables. We perform regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. We also assess historical collection trends, aging of receivables and general economic conditions. We consider that we have adequate controls over these receivables in order to minimize the related credit risk. As of September 30, 2025 and March 31, 2025, the balances of allowance for expected credit losses were $37,450 and $41,943, respectively.

Concentration risks

For the six months ended September 30, 2025 and 2024, most of our assets were located in Hong Kong. At the same time, we consider that we were exposed to the following concentrations of risk:

The following table sets forth information as to each customer that accounted for the top 5 of the Company’s revenues for the six months ended September 30, 2025 and 2024:

The following table sets forth information as to each customer that accounted for the top 5 of the Company’s accounts receivable, net of allowance for expected credit losses, as of September 30, 2025 and March 31, 2025: