As filed with the U.S. Securities and Exchange Commission on January 23, 2026.

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

STARRYGAZEY INC.

(Exact name of registrant as specified in its charter)

901C, 9/F
Far East Consortium Building
121 Des Voeux Road Central
Central, Hong Kong

(+852) 3752-2183

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

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

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

With a Copy to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

3,750,000 Class A Ordinary Shares

STARRYGAZEY INC.

This is an initial public offering of our Class A ordinary shares (the “Offering”), no par value (the “Class A Ordinary Shares”). Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We expect the initial public offering price of our Class A Ordinary Shares to be in the range of $4.0 to $5.0 per share. The Offering is being made on a “firm commitment” basis by the underwriters. See “Underwriting.”

We have a dual class share structure consisting of Class A Ordinary Shares and Class B Ordinary Shares, no par value (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. As of the date of this prospectus, we have 11,000,000 Class B Ordinary Shares issued and outstanding. Because of the 20-to-1 voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares will hold more than 50% of the voting power of our outstanding shares and will be able to control all matters submitted to our shareholders for approval. The holders of Class B Ordinary Shares will no longer hold over 50% of the voting power of our outstanding shares once the Class B Ordinary Shares outstanding represents less than approximately 4.76% of the total outstanding ordinary shares of the Company. Our dual class share structure may have anti-takeover effects preventing a change in control transaction that holders of Class A Ordinary Share might consider in their best interest.

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) and have reserved the symbol “MARH” for purposes of listing our Class A Ordinary Shares on Nasdaq. At this time, Nasdaq has not yet approved our application to list our Class A Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 12 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

We are a holding company incorporated in the British Virgin Islands, or “BVI.” As a holding company not currently engaged in any operating business, our operations are conducted by our Hong Kong subsidiaries (the “HK Subsidiaries”), ARM Capital Limited, or “ARMCL,” and Institute of Corporate and Executive Development Limited, or “ICEDL.” This is an offering of the Class A Ordinary Shares of Starrygazey Inc., the holding company incorporated in the BVI, instead of shares of our HK Subsidiaries. You may never directly hold any equity interest in our operating entities.

The HK Subsidiaries face various legal and operational risks and uncertainties relating to their operations in Hong Kong. We do not have any clients who are mainland Chinese individuals. Our current corporate structure does not contain any variable interest entity (“VIE”) in mainland China and neither we nor the HK Subsidiaries have any intention to establish any VIEs in mainland China in the future. However, we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to VIEs, data and cyberspace security, and anti-monopoly concerns, would be applicable to a company such as Starrygazey Inc. or the HK Subsidiaries given our substantial operations in Hong Kong and the Chinese government’s significant oversight authority over the conduct of business in Hong Kong. Our corporate structure, i.e., a BVI holding company with operations conducted by HK Subsidiaries, involves unique risks to investors. The PRC 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 a significant decline in the value of such securities or such securities becoming worthless.

In light of China’s recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong. The Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. As of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, Starrygazey Inc. and the HK Subsidiaries currently are not required to obtain approvals from Chinese authorities to operate our business or list on the U.S. exchanges and offer securities; specifically, the HK Subsidiaries are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other PRC governmental authority to operate their respective business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Should the PRC government choose to affect operations of any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to the HK Subsidiaries in the future, such governmental actions: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

We are also aware that, recently, the PRC government 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 variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the HK Subsidiaries’ daily business operation, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete this Offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Corporate Structure” and “Risk Factors — Risks Relating to Doing Business in Hong Kong.”

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. Our auditor, KD & Co., has been inspected by the PCAOB on a regular basis and KD & Co. is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our Class A Ordinary Shares is prohibited under the HFCA Act 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 Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which, among other things, amended HFCA Act by requiring the U.S. Securities and Exchange Commission (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 prohibition on trading. Furthermore, our auditor is not among the auditor firms listed on an HFCA Act Determination List, which includes all of the auditor firms that the PCAOB is not able to inspect. Our auditor is headquartered in Hong Kong, and it is subject to PCAOB inspections to assess its compliance with the applicable professional standards. In the event 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, then such lack of inspection could cause trading in our Class A Ordinary Shares to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our Class A Ordinary Shares. On August 26, 2022, the PCAOB signed a Statement of Protocol (the “SOP”) Agreement with the CSRC and China’s Ministry of Finance. The SOP Agreement, together with two protocol agreements (collectively, “SOP Agreements”), governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Risk Factors — Our Ordinary Shares and This Offering — Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA 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. These developments could add uncertainties to our offerings.”

As a holding company, we may rely on receipt of funds from the HK Subsidiaries by way of dividend payments for our cash and financing requirements. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or other distributable reserves. In addition, to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets, which could have a material adverse effect on our ability to conduct our business. On June 30, 2025, ARMCL declared an interim dividend of HK$0.399 per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate (equivalent to US$915,900), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On August 31, 2025, ARMCL declared an interim dividend of HK$0.114 per share (equivalent to US$0.015 per share), or HK$2,057,250 in aggregate (equivalent to US$262,073), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On October 31, 2025, ARMCL declared an interim dividend of HK$0.099 per share (equivalent to US$0.013 per share), or HK$1,774,500 in aggregate (equivalent to US$226,054), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On December 31, 2025, ARMCL declared an interim dividend of HK$0.085 per share (equivalent to US$0.011 per share), or HK$1,521,000 in aggregate (equivalent to US$193,760), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. As of the date of this prospectus, except for the dividends disclosed above, no transfers, dividends, or distributions to investors have been made by us or our subsidiaries, and no investors have made transfers, dividends, or distributions to us or our subsidiaries. As of the date of this prospectus, no dividends or distributions have been made between us and any of our subsidiaries. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects, legal requirements and other factors the board of directors deems relevant. In the future, cash proceeds raised from overseas financing activities, including this Offering, may be transferred by us to the HK Subsidiaries to fund their operations. For more information, please see “Risk Factors — Risks Related to Doing Business in Hong Kong” starting on page 27 of this prospectus, and “8. Shareholders’ Equity” and “11. Subsequent Events” starting on page F-14 of this prospectus.

Upon completion of this Offering, Mr. Ho Wai (Howard) Tang, who is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares, which are directly held by MARH Limited, an entity 100% owned by Mr. Tang, will beneficially own approximately 97.34% of the aggregate voting power of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a group, assuming no exercise of the over-allotment option, or approximately 97.10%, assuming full exercise of the over-allotment option. Consequently, Mr. Tang will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and the approval of certain major corporate transactions, such as a change in control, merger, consolidation, or sale of assets, in accordance with the BVI Act. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq listing rules.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of Our Being an Emerging Growth Company” on pages 12 and 9, respectively.

We have agreed to grant to the Representative a 45-day option to purchase up to fifteen percent (15%) of the aggregate number of Class A Ordinary Shares sold in the Offering.

Neither the U.S. Securities and Exchange Commission 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.

The Representative expects to deliver the Class A Ordinary Shares to purchasers in the Offering on or about ____________, 2026.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

Pacific Century Securities, LLC

Prospectus dated [*], 2026

TABLE OF CONTENTS

We and the Representative have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the SEC and incorporated into this prospectus. Information contained in this prospectus or in our public reports may become stale. You should not assume that the information contained in this prospectus, any prospectus supplement or the documents incorporated by reference are accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since those dates.

The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. The preliminary prospectus will only be distributed by us and no other person has been authorized by us to use this document to offer or sell any of our securities.

Other Pertinent Information

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

We are a holding company not currently engaged in any operating business and conduct operations in Hong Kong through our HK Subsidiaries using Hong Kong dollars, the currency of Hong Kong. The reporting currency of the HK Subsidiaries is Hong Kong dollars. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2025 were translated from Hong Kong Dollars into the United States Dollars are solely for the convenience of the readers, at the rate of US$1.00=HKD 7.8499, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2025. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors” before deciding whether to buy our Class A Ordinary Shares.

Business

We are a holding company incorporated in the BVI with all of our operations conducted in Hong Kong by our wholly-owned subsidiaries, ARMCL and ICEDL. ARMCL provides going public corporate consultancy services, including (i) Pre-IPO advisory services, (ii) IPO advisory services, and (iii) Post-IPO advisory services, to small and medium-sized businesses. On September 10, 2025, we acquired 100% of the equity interests of ICEDL to further expand our service portfolio into Environmental, Social, and Governance (“ESG”) advisory services.

Since our inception, our revenues were mainly generated from services provided by ARMCL. We generated a total revenue of approximately HK$4,490,250 and HK$15,298,060 (US$1,948,822) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Pre-IPO advisory services were nil and HK$3,720,000 (US$473,891) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from IPO advisory services were HK$3,369,000 and HK$2,302,560 (US$293,323) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Post-IPO advisory services were HK$1,121,250 and HK$9,275,500 (US$1,181,608) for the fiscal years ended June 30, 2024 and 2025, respectively. We reported net loss of HK$356,696 for the fiscal year ended June 30, 2024 and net income of HK$7,507,014 (US$956,320) for the fiscal year ended June 30, 2025.

ARMCL focuses on assisting small to medium-sized corporations by providing “one-stop solutions” in going public corporate consultancy services. ARMCL has a team of qualified and experienced professionals with solid background in accounting, corporate finance and pre-IPO advisory for the Hong Kong and U.S. capital markets and holds recognized professional qualifications.

During the two years ended June 30, 2025, ARMCL had 3, 2, and 4 client engagements for Pre-IPO advisory services, IPO advisory services, and Post-IPO advisory services, respectively. Our goal is to become a one-stop solution for going public corporate consultancy services and ESG advisory services for small and medium enterprises operating in Asia.

Summary of Risk Factors

Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more carefully in the section titled “Risk Factors” beginning on page 12 of this prospectus.

Risks Related to Our Business

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

Risks Related to Our Corporate Structure

We are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:

Risks Related to Doing Business in Hong Kong

All of our operations are in Hong Kong, which is a special administrative region of the PRC with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” Accordingly, we believe the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in mainland China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China’s recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong. Should the PRC government choose to affect operations of any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to the HK Subsidiaries in the future, such governmental actions: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline or become worthless. Therefore, we face risks and uncertainties relating to doing business in Hong Kong and having clients from China in general, including, but not limited to, the following:

Risks Related to Our Ordinary Shares and This Offering

In addition to the risks described above, we are subject to general risks and uncertainties relating to our Class A Ordinary Shares and this Offering, including, but not limited to, the following:

Corporate History and Holding Company Structure

We are a holding company incorporated in the BVI on August 29, 2025 under the BVI Act for the purposes of effectuating this Offering, and are not currently engaged in any operating business. We commenced our business through ARMCL, which was incorporated on January 26, 2018 and conducted our operations in Hong Kong through ARMCL for the provision of going public corporate consultancy services. On September 2, 2025, we incorporated our wholly owned subsidiary, Go Starry Limited (the “BVI Subsidiary”), under the BVI Act. The BVI Subsidiary acquired 100% of the equity interest of ARMCL from the ARMCL equity holders via instrument of transfer and contract notes both dated September 10, 2025. On the same date, through the BVI Subsidiary, we acquired 100% of the equity interests of ICEDL, which is a Hong Kong company incorporated on August 23, 2012, to further expand our service portfolio into Environmental, Social, and Governance (“ESG”) advisory services via instrument of transfer and contract notes both dated September 10, 2025.

The following diagram illustrates our corporate legal structure and identify our subsidiaries as of the date of this prospectus and after giving effect to this Offering (assuming no over-allotment is exercised).

Notes: All percentages reflect the equity interests held by shareholders.

Transfers of Cash to and from our Subsidiaries

Starrygazey Inc.is permitted under the laws of British Virgin Islands to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitation on Starrygazey Inc.’s ability to distribute earnings from its businesses, including subsidiaries, to the U.S. investors.

The HK Subsidiaries are permitted under the laws of Hong Kong to provide funding to Starrygazey Inc., the holding company incorporated in the British Virgin Islands through dividend distribution without restrictions on the amount of the funds. We and our subsidiaries currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects, legal requirements and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Currently, all of our operations are in Hong Kong. We do not have or intend to set up any subsidiary or to establish a VIE structure with any entity in mainland China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” The laws and regulations of the PRC do not currently have any material impact on transfer of cash from Starrygazey Inc. to the HK Subsidiaries, or from the HK Subsidiaries to Starrygazey Inc. and its investors. As of the date of this prospectus, Starrygazey Inc. has not established cash management policies that dictate how funds are transferred.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles, our Board of Directors may, by resolution of directors, authorize and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due.

According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or other distributable reserves. Dividends cannot be paid out from share capital. In addition, to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets, which could have a material adverse effect on our ability to conduct our business.

On June 30, 2025, ARMCL declared an interim dividend of HK$0.399 per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate (equivalent to US$915,900), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On August 31, 2025, ARMCL declared an interim dividend of HK$0.114 per share (equivalent to US$0.015 per share), or HK$2,057,250 in aggregate (equivalent to US$262,073), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On October 31, 2025, ARMCL declared an interim dividend of HK$0.099 per share (equivalent to US$0.013 per share), or HK$1,774,500 in aggregate (equivalent to US$226,054), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On December 31, 2025, ARMCL declared an interim dividend of HK$0.085 per share (equivalent to US$0.011 per share), or HK$1,521,000 in aggregate (equivalent to US$193,760), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. As of the date of this prospectus, except for the dividends disclosed above, no transfers, dividends, or distributions have been made to investors by us or our subsidiaries, and no investors have made transfers, dividends, or distributions to us or our subsidiaries. As of the date of this prospectus, no dividends or distributions have been made between us and any of our subsidiaries. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our HK Subsidiaries. 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.

There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong.

See “Dividend Policy” and “Risk Factors – Risks Related to Our Corporate Structure – We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.” for more information.

Our Corporate Information

Our principal executive office is located at 901C, 9/F, Far East Consortium Building,121 Des Voeux Road Central, Central, Hong Kong, (+852) 3752-2183. Our registered office in the British Virgin Islands is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. We maintain a website at www.armcap.net. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part.

Recent Regulatory Development in PRC

We are a holding company incorporated in the British Virgin Islands with all of our operations conducted by the operating entities in Hong Kong. We do not have any clients who are mainland Chinese individuals. We currently do not have or intend to set up any subsidiary or to establish a VIE structure with any entity in mainland China. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” Accordingly, we believe the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations and that, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, the HK Subsidiaries are currently not required to obtain approvals from the PRC government to operate its business and we are not required to obtain approvals from the PRC government to list on the U.S. exchanges and offer securities. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. In light of China’s recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong. Should the PRC government choose to affect operations of any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to the HK Subsidiaries in the future, such governmental actions: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

According to the Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“BRO”), any person carrying on any business, and every person carrying on business at a branch of such business, must apply for registration of that business or that branch, and obtain a business registration certificate or branch registration certificate. Our HK Subsidiaries have obtained valid business registration certificates in accordance with the BRO. Since the Company is a holding company and not currently engaged in any operating business in Hong Kong, it is not required to hold a business registration certificate in accordance with the BRO. Except for the business registration certificate as aforesaid, no other approval or permission is required from any authorities of Hong Kong to operate the business in which we are currently carrying on in Hong Kong. We have received all requisite permissions or approvals and  have not experienced denial or refusal of our application for the business registration certificates. In addition, no government approval is required from any authorities of Hong Kong to offer the securities being offered in this Offering and registered to foreign investors.

We are aware that, recently, the PRC government 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 China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On July 10, 2021, the Cyberspace Administration of China, or the “CAC,” issued a revised draft of the Measures for Cybersecurity Review for public comments, or the Revised Review Measures, which required that, among others, in addition to “operator of critical information infrastructure,” any “data processor” controlling personal information of no less than one million users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures,” which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on an U.S. exchange.

As at the date of the prospectus, we do not have any clients who are mainland Chinese individuals. Our HK Subsidiaries may, in the future, collect and store certain data (including certain personal information) from our clients for the “Know Your Customers” purpose, who may be mainland Chinese individuals. It remains unclear whether a Hong Kong company which collects personal information from mainland Chinese individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, operations or this Offering as we do not believe that either of the HK Subsidiaries is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) the HK Subsidiaries are incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China and the Revised Review Measures remains unclear whether it shall be applied to a Hong Kong company; (ii) as of date of this prospectus, the HK Subsidiaries are not in possession of personal information of any mainland Chinese individual clients; and (iii) as of the date of this prospectus, the HK Subsidiaries have not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If any of the HK Subsidiaries are deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, the HK Subsidiaries’ operation and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review in the future.

On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Measures”) for public comment. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Measures, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently in effect in the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, we believe the HK Subsidiaries are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. because a) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland China, nor is its main place of business located in mainland China, and none of the senior managers in charge of the Company’s business operation and management is domiciled in mainland China.

Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the HK Subsidiaries’ daily business operation, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges.

As of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, the HK Subsidiaries are currently not required to obtain any permission or approval from the PRC authorities to operate its business or to list in the U.S. or issue our Class A Ordinary Shares to foreign investors.

However, it is highly uncertain that whether there will be significant changes to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and that the HK Subsidiaries will be required to obtain such approval in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Corporate Structure – On the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, the HK Subsidiaries are currently not required to obtain approvals from Chinese authorities to operate its business or to list on the U.S. exchange and offer securities. However, there remain some uncertainties as to whether and when we will be required to obtain approvals from Chinese authorities to operate our business and list our Class A Ordinary Shares on the U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approvals.,” and “Risk Factors — Risks Related to Our Corporate Structure — If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or become worthless.”

Holding Foreign Companies Accountable Act

U.S. laws and regulations, including the Holding Foreign Companies Accountable Act (the “HFCA Act”), may restrict or eliminate our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations in China.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. An identified issuer 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. On June 22, 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the time period for the delisting of foreign companies under the HFCA Act to two consecutive years instead of three years. If our auditor cannot be inspected by PCAOB, for two consecutive years, the trading of our securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. 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 the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

On August 26, 2022, the PCAOB signed a SOP Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigations, established 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. However, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB- registered public accounting firms in mainland China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed the its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act.

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. Our auditor, KD & Co., has been inspected by the PCAOB on a regular basis and KD & Co. is not subject to the determinations announced by the PCAOB on December 16, 2021.

These recent developments would add uncertainties to this Offering, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or the sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event 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, then such lack of inspection could cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. See “Risk Factors — Our Class A Ordinary Shares and This Offering — Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA 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. These developments could add uncertainties to our offerings.” on page 31 of this prospectus for more discussion.

Implications of Our Being an “Emerging Growth Company”

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company.

We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (ii) the last day of the fiscal year during which the fifth anniversary of the date of this Offering occurs; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.00 billion in non-convertible debt securities during any three-year period.

Upon completion of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

Foreign Private Issuer Status

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

Controlled Company

Upon completion of this Offering, Mr. Ho Wai (Howard) Tang, who is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares, which are directly held by MARH Limited, an entity 100% owned by Mr. Tang, will beneficially own approximately 97.34% of the aggregate voting power of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a group, assuming no exercise of the Representative’s over-allotment option, or approximately 97.10%, assuming full exercise of the over-allotment option. Consequently, Mr. Tang will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions, such as a change in control, merger, consolidation, or sale of assets, in accordance with the BVI Act. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq listing rules. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

THE OFFERING

RISK FACTORS

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

Risks Related to Our Business

External factors beyond our control could reduce demand for our services, in which case our revenues and profitability could decline.

Demand for our going public consultancy services—including pre-IPO, IPO and post-IPO support—may be adversely affected by factors beyond our control, including:

Any prolonged downturn in these areas could reduce client demand for our services and negatively impact our revenue and profitability. As we operate primarily in advisory roles related to public company transactions and compliance, we are particularly exposed to trends and developments in the capital markets and regulatory landscape.

Our revenues, operating income and cash flows are likely to fluctuate.

We experience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will continue to occur in the future. We may experience fluctuations in our annual and quarterly financial results, including revenues, operating income and earnings per share, for reasons that may include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenue recognition under U.S. GAAP; (iii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the time it takes before a new hire becomes profitable; (v) the geographic locations of our clients or the locations where services are rendered; (vi) billing rates and fee arrangements, including the opportunity and ability to successfully reach milestones and complete, and collect success fees and other outcome-contingent or performance-based fees; (vii) the length of billing and collection cycles and changes in amounts that may become uncollectible; (viii) changes in the frequency and complexity of government regulatory and enforcement activities; (ix) business and asset acquisitions; (x) fluctuations in the exchange rates of various currencies against the U.S. dollar; (xi) fee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our changes in client mandates or contract scope, and (xii) economic factors beyond our control.

The results of different segments and practices may be affected differently by the above factors. Certain of our specialized advisory services may be affected by changes in regulatory timelines or listing review schedules. While we primarily focus on capital markets and corporate advisory services, fluctuations in project volume and regulatory environments may still introduce variability in financial results.

Our results may be subject to project-based timing fluctuations rather than fixed seasonal patterns. While we assess our annual guidance at the end of each quarter and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual results to vary significantly from our guidance, even where that guidance reflects a range of possible results and has been updated to take account of partial-year results.

If we do not effectively manage the utilization of our professionals or billable rates, our financial results could decline.

Our failure to manage the allocation of our advisory professionals or maintain reasonable fee levels for our services, could result in adverse consequences, such as idle or underutilized professionals, increased employee turnover, fixed compensation expenses in periods of declining revenues, the inability to appropriately staff engagements (including adding or reducing staff during periods of increased or decreased demand for our services), or special charges associated with reductions in staff or operations. Reductions in workforce or increases of billable rates will not necessarily lead to savings. In such events, our financial results may decline or be adversely impacted. A number of factors affect the utilization of our professionals. Some of these factors we cannot predict with certainty, including general economic and financial market conditions; the complexity, number, type, size and timing of client engagements; the level of demand for our services; appropriate professional staffing levels, in light of changing client demands and market conditions; utilization of professionals across segments and geographic regions; and competition.

The Company may enter into engagements such as fixed fee and time and materials with caps. Failure to effectively manage staffing and resource allocation under fixed-fee or milestone-based engagements may result in the costs of providing such services exceeding the fees collected by the Company. Delays or failure in delivering agreed outputs under milestone-based projects may also lead to lower revenues or the costs of providing services under those types of arrangements may exceed the fees collected by the Company.

Our business may face risks of clients’ default on payment.

Some of our clients are businesses experiencing or being exposed to potential financial distress, facing complex challenges, being involved in litigation or regulatory proceedings, or facing foreclosure of collateral or liquidation of assets. The aforementioned situations may become increasingly prevalent among our existing and potential clients in light of prevailing economic uncertainty, tighter capital markets, or sector-specific distress. Such clients may not have sufficient funds to continue operations or to pay for our services. We do not always receive retainers before we begin performing services. In cases where we have received retainers, we cannot assure you that the retainers will adequately cover our fees for the services we perform.

We generally offer a fixed fee arrangement on our fees. If project scopes expand beyond original expectations without corresponding fee adjustments, or if billing milestones are delayed, our profitability on such engagements may be adversely impacted and materially and adversely affect the financial results of our business. We treat the outstanding fees that we are unable to collect based on objective evidence as write-offs and will not adjust or accept renegotiation. Our fees set forth in existing service contracts are not negotiable and may not be adjusted even if fee collection is not probable. Management periodically monitors the outstanding fees, making an effort to timely collect outstanding fees and reviews the adequacy of write-offs to minimize the impact of the potential payment defaults.

We may not manage our growth effectively, and our profitability may suffer.

We experience fluctuations in growth of our different segments, practices or services, including periods of rapid or declining growth. Periods of new client onboarding or simultaneous execution of complex mandates may place temporary strain on internal capacity, including project management, compliance oversight, or resource allocation. To manage growth successfully, we may need to add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively motivate, train and manage a larger professional staff. Failure to allocate resources efficiently or scale support functions appropriately may adversely affect client service delivery and financial performance.

We cannot assure you that we can successfully manage growth and being profitable as we grow. Periods of lower project volume may result in temporary underutilization of professional resources, which could reduce our margins. In such situations, we will have to weigh the benefits of decreasing our workforce or limiting our service offerings and saving costs against the detriment that the Company could experience from losing valued professionals and their industry expertise and clients.

Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition, which depends on earning and maintaining the trust and confidence of our current or potential clients, is critical to our business. Although our relatively small scale and focused client base limits certain exposure, our reputation remains vulnerable to external factors beyond our control, and remediation may be challenging. Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about our industry in general or product or service quality problems of other firms in the industry, including our competitors, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain clients and key employees could be harmed and, as a result, our business, financial condition and results of operations would be materially and adversely affected.

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

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

Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

Our limited operating history makes the prediction of future results of operations difficult, and therefore, past results of operations achieved by us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies in a rapidly evolving and increasingly competitive market in Hong Kong.

We may not be able to obtain or maintain all necessary licenses, permits, approvals, registrations and filings required for our activities in various jurisdictions.

We operate in a regulated industry which requires certain licenses, permits and approvals depending on the jurisdictions involved. While our clients are primarily Hong Kong based private and publicly traded companies operating in well-regulated markets, there remains a risk that local regulatory authorities in some jurisdictions may interpret applicable laws differently and require licenses or approvals that we do not currently hold or believe are necessary. Failure to comply with such regulatory requirements could result in disqualification from conducting business, denial of license renewals, penalties, fines, or other sanctions.

Furthermore, if we plan to expand into new business areas or jurisdictions, we may encounter challenges obtaining the necessary regulatory approvals, which could delay or prevent such developments and impact our competitive position.

Failures or disruptions in our information technology (“IT”) systems could interrupt services, harm client satisfaction and damage our business.

Our IT systems support our core operations, including marketing, client relations and service delivery, and form a critical part of our technology infrastructure. If these systems fail, we could face service interruptions, slower response times, or reduced client satisfaction. System disruptions can be caused by various factors, such as human or execution errors, software bugs, cyberattacks, power failures, natural disasters, or issues with third-party vendors.

Restoring full functionality after an unexpected incident could take time and may temporarily affect our service delivery. Despite efforts to manage these risks through policies and oversight, there is no guarantee we will avoid unexpected operational failures, losses, reputational harm or regulatory scrutiny, including those arising from third-party vendors.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

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

Additionally, the application and interpretation of Hong Kong’s intellectual property right laws and the procedures and standards for granting trademarks, copyrights, know-how or other intellectual property rights in Hong Kong are still evolving and are uncertain, and we cannot ensure that Hong Kong courts or regulatory authorities would agree with our analysis. If we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business, financial condition and results of operations may be materially and adversely affected.

Increases in labor costs in Hong Kong may materially and adversely affect our business, financial condition and results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our business, financial condition and results of operations may be materially and adversely affected.

We do not have any business insurance coverage.

Currently, we do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could have a material adverse effect on our business, financial condition and results of operations.

Our controlling shareholder has control over us and his interests may not be aligned with the interests of our other shareholders.

Mr. Ho Wai (Howard) Tang, is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares, which are directly held by MARH Limited, an entity 100% owned by Mr. Tang. Mr. Tang will beneficially own approximately 97.34% of our Ordinary Shares following the completion of this Offering (assuming no over-allotment option is exercised), representing 97.10% of the voting power. As a result, Mr. Tang has voting influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. These actions may be taken even if he is opposed by our other shareholders, including those who purchased shares in our initial public offering. Moreover, this concentration of ownership may discourage, delay or prevent a change in control of us, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of us and might reduce the price of our Class A Ordinary Shares.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Hong Kong economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarters is located in Hong Kong, where our management and employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operations may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

If any enforcement action or governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially and adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our business and our stock price. 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 ourselves. This situation will be costly and time-consuming and distract our management from growing our business.

Our failure to recruit and retain qualified professionals could negatively affect our financial results and our ability to staff client engagements, maintain relationships with clients and drive future growth.

We deliver sophisticated professional services to our clients. Our success is dependent, in large part, on our ability to keep our supply of skills and resources in balance with client demand. To attract and retain clients, we need to demonstrate professional acumen and build trust and strong relationships. Our professionals have highly specialized skills. They also develop strong bonds with the clients they serve. Our continued success depends upon our ability to attract and retain professionals who have expertise, a good reputation and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and retaining highly qualified professionals to drive our organic growth and support expansion of our services and geographic footprint. We cannot assure you that we will be able to attract or retain qualified professionals to maintain or expand our business. If we are unable to successfully integrate, motivate and retain qualified professionals, our ability to continue to secure work in may suffer. Moreover, competition has caused our costs of retaining and hiring qualified professionals to increase, a trend that could continue and could materially and adversely affect our operating margins and financial results.

Despite fixed terms or renewal provisions, we could face retention issues during and at the end of the terms of those agreements and large compensation expenses to secure extensions. There is no assurance we will enter into new or extend employment agreements with our professionals. We monitor contract expirations carefully to commence dialogues with professionals regarding their employment in advance of the actual contract expiration dates. Our goal is to renew employment agreements when advisable and to stagger the expirations of the agreements if possible. Because of the concentration of contract expirations in certain years, we may experience high turnover or other adverse consequences, such as higher costs, loss of clients and engagements or difficulty in staffing engagements, if we are unable to renegotiate employment arrangements or the costs of retaining qualified professionals become too high. The implementation of new compensation arrangements may result in the concentration of potential turnover in future years.

We rely heavily on our executive officers for the success of our business.

We rely heavily on our executive officers to manage our operations. Given the highly specialized nature of our services and the scale of our operations, our executive officers must have a thorough understanding of our service offerings, as well as the required skills and experience. We are unable to predict with certainty the impact that leadership transitions may have on our business operations, prospects, financial results, client relationships, or employee retention or morale.

Professionals may leave us to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.

Our professionals typically have close relationships with the clients they serve, based on their expertise and bonds of personal trust and confidence. Therefore, the barriers to our professionals pursuing independent business opportunities or joining our competitors should be considered low. Although our clients generally contract for services with us as a company, and not with an individual professional, in the event that a professional leaves, such clients may decide that they prefer to continue working with a specific professional rather than with us. In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional relationship with a former employee or client, or other concerns, outweighs the benefits of any possible legal recourse. We may also decide that the likelihood of success does not justify the costs of pursuing a legal remedy. Therefore, there may be times we may decide not to pursue legal action, even if it is available to us.

Claims involving our services could harm our overall professional reputation and our ability to compete and attract business or hire or retain qualified professionals.

Our engagements involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary loss or prevent the client from pursuing business opportunities. Our ability to attract new clients and generate new and repeat engagements or hire professionals depends upon our ability to maintain a high degree of client satisfaction, as well as our reputation among industry professionals. As a result, any claims against us involving the quality of our services may be more damaging than similar claims against businesses in other industries.

We may incur significant costs and may lose engagements as a result of claims by our clients regarding our services.

Many of our engagements involve complex analysis and the exercise of professional judgment. Therefore, we are subject to the risk of professional and other liabilities. Damages and/or expenses resulting from any successful claim against us, for indemnity or otherwise, in excess of the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources. Any claim by a client or third party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain existing engagements or clients or qualified professionals or other employees, consultants or contractors.

We may not have, or may choose not to pursue, legal remedies against clients that terminate their engagements.

The engagement letters that we typically have with clients do not obligate them to continue to use our services and permit them to terminate the engagement without penalty at any time. Even if the termination of an ongoing engagement by a client could constitute a breach of the client’s engagement agreement, we may decide that preserving the overall client relationship is more important than seeking damages for the breach and, for that or other reasons, decide not to pursue any legal remedies against a client, even though such remedies may be available to us. We make the determination whether to pursue any legal actions against a client on a case-by-case basis.

Compromise of confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.

The Company’s own confidential and proprietary information and that of our clients could be compromised, whether intentionally or unintentionally, by our employees, consultants or vendors. Theft or misuse of our own or our clients’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, third-party claims against us and reputational harm, including the loss of clients. The theft or compromise of our or our clients’ information could negatively impact our reputation, financial results and prospects. In addition, if our reputation is damaged due to a data security breach, our ability to attract new engagements and clients may be impaired or we may be subjected to damages or penalties, which could materially and adversely affect our business, financial condition and results of operations.

If we fail to compete effectively, we may miss new business opportunities or lose existing clients, and our revenues and profitability may decline.

The market for some of our consulting services is highly competitive. Our competitors include management and financial consulting companies that offer a broad range of consulting services, investment banking firms, and small firms and independent contractors that focus on specialized services. Some of our competitors have significantly more financial resources, a larger national or international presence, larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs and can compete through lower cost-service offerings.

Since our business depends in large part on professional relationships, our business has low barriers to entry for professionals electing to start their own firms or work independently. In addition, it is relatively easy for professionals to change employers.

If we cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive, our revenue growth and financial results could be negatively affected and may differ materially from our expectations.

If we fail to promote and maintain our brand in a cost-efficient way, our business and results of operations may be harmed.

We believe that, in addition to relying on word-of-mouth client referral through our excellent services, developing and maintaining awareness of our brand effectively is critical to attracting new clients and retaining existing ones. This depends largely on the effectiveness of our client acquisition strategy, our marketing efforts, our cooperation with our business partners and the success of the channels we use to promote our services. If any of our current client acquisition strategies or marketing channels become less effective, more costly or no longer feasible, we may not be able to attract new clients in a cost-effective manner or convert potential clients into using our services.

It is likely that our future marketing efforts will require us to incur expenses. These efforts may not result in increased revenues in the immediate future or any increased revenues at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring additional expenses, our business, financial condition and results of operations would be materially and adversely affected, and our ability to grow our business may be impaired.

We may be required to recognize impairment charges for our long-lived assets and other intangible assets, which could materially affect our financial results.

As of the date of this prospectus, we do not have any long-lived assets and other intangible assets. In the future, we will assess our long-lived assets and other intangible assets as and when required by the U.S. GAAP to determine whether they are impaired and, if they are, to record appropriate impairment charges. Factors we consider include significant underperformance relative to expected historical or projected future operating results and significant negative industry or economic trends. It is possible that we may be required to record significant impairment charges in the future. Such charges have had and could have a material adverse effect on our business, financial condition and results of operations.

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We will consider future strategic or opportunistic acquisitions. In those cases, some or all of the following risks could be applicable.

We may have difficulty integrating acquisitions, which can reduce the benefits we receive from acquisitions.

The process of managing and integrating acquisitions into our existing operations may result in unforeseen operating difficulties and may require significant financial, operational and managerial resources that would otherwise be available for the operation, development and organic expansion of our existing operations. To the extent that we misjudge our ability to properly manage and integrate acquisitions, we may have difficulty achieving our operating, strategic and financial objectives.

Acquisitions also may involve a number of special financial, business and operational risks, such as:

In addition to the integration challenges mentioned above, acquisitions of international companies offer distinct integration challenges relating to foreign laws and governmental regulations, including tax and employee benefit laws, and other factors relating to operating in other jurisdictions, which we have addressed above in the discussion regarding the difficulties we may face operating globally. Asset transactions may require us to seek client consents to the assignment of their engagements to us or a subsidiary. Not all clients may consent to assignments.

The Company may also hire groups of selected professionals from another company. In such event, there may be restrictions on the ability of the professionals who join the Company to compete and work on client engagements. In addition, the Company may enter into arrangements with the former employers of those professionals regarding limitations on their work until any time restrictions pass. In such circumstances, there is no assurance that the Company will enter into mutually agreeable arrangements with any former employer, and the utilization of such professionals may be limited, and our financial results could be negatively affected until their restrictions end. The Company could also face litigation risks from group hires.

An acquisition may not be accretive in the near term or at all.

Competitive market conditions may require us to pay a price that represents a higher multiple of revenues or profits for an acquisition. As a result of these competitive dynamics, cost of the acquisition or other factors, certain acquisitions may not be accretive to our overall financial results at the time of the acquisition or at all.

We may have a different system of governance and management from a company we acquire or its parent, which could cause professionals who join us from an acquired company to leave us.

Our governance and management policies and practices will not mirror the policies and practices of an acquired company or its parent. In some cases, different management practices and policies may lead to workplace dissatisfaction on the part of professionals who join us. Some professionals may choose not to join us or leave after joining us. Existing professionals may leave us as well. The loss of key professionals may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition.

Due to fluctuations in our stock price, acquisition candidates may be reluctant to accept our Class A Ordinary Shares as purchase price consideration, use of our shares as purchase price consideration may be dilutive or the owners of certain companies we seek to acquire may insist on stock price guarantees.

We may structure an acquisition to pay a portion of the purchase price in shares of our Class A Ordinary Shares. The number of shares issued as consideration is typically based on an average closing price per share of our Class A Ordinary Shares for a number of days prior to the closing of such acquisition. Stock market volatility, generally, or stock price volatility, specifically, may result in acquisition candidates being reluctant to accept our shares as consideration. In such cases, we may have to issue more shares if stock constitutes part of the consideration, offer stock price guarantees, pay the entire purchase price in cash or negotiate an alternative price structure. The result may be an increase in the cost of an acquisition. There is no assurance that an acquisition candidate will not negotiate stock price guarantees with respect to a future acquisition, which may increase the cost of such acquisition.

Risks Related to Our Corporate Structure

We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets, which could have a material adverse effect on our ability to conduct our business.

We are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles, our Board of Directors may, by resolution of directors, authorize and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due.

According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Taxation.”

In addition, to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. Any limitation on the ability of our HK Subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC laws and regulations related to our current business operations are sometimes vague and uncertain and any changes in such laws and regulations and interpretations of which may impair our ability to operate profitably.

Although we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our operating subsidiaries being based in Hong Kong and having all of their operations to date in Hong Kong. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The uncertainties regarding the enforcement of laws and the fact that rules and regulations in mainland China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in our subsidiary in Hong Kong could result in a material change in our operations, financial performance and/or the value of our ordinary shares or impair our ability to raise money.

On the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, the HK Subsidiaries are currently not required to obtain approvals from Chinese authorities to operate its business or to list on the U.S. exchange and offer securities. However, there remain some uncertainties as to whether and when we will be required to obtain approvals from Chinese authorities to operate our business and list our Class A Ordinary Shares on the U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approvals.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

We have no subsidiaries, VIE structure or any direct operations in mainland China and we are not controlled by mainland Chinese companies or individuals, therefore, we believe CSRC’s approval is not required for the listing and trading of our Class A Ordinary Shares in the U.S.

We are also aware that, recently, the PRC government 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 China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review, or the Revised Draft, for public comments, which required that, among others, in addition to “operator of critical information infrastructure,” any “data processor” controlling personal information of no less than one million users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures,” which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

As at the date of the prospectus, we do not have any clients who are mainland Chinese individuals. Our HK Subsidiaries, ARMCL and ICEDL, may, in the future, collect and store certain data (including certain personal information) from our clients for the “Know Your Customers” purpose, who may be PRC individuals, but currently we do not expect the Revised Review Measures to have an impact on their business, operations or this Offering. As advised by our PRC counsel, China Commercial Law Firm, we do not believe that ARMCL and ICEDL are deemed as the “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, which will be required to file for cybersecurity review before listing in the U.S., because (i) ARMCL and ICEDL are incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China and the Revised Review Measures remains unclear whether it shall be applied to a Hong Kong company; (ii) as of date of this prospectus, ARMCL and ICEDL are not in possession of personal information of any mainland Chinese individual clients; and (iii) as of the date of this prospectus, ARMCL and ICEDL are not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review. Based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe ARMCL and ICEDL are not required to pass the cybersecurity review of the CAC, or obtain regulatory approval from Chinese authorities, including the CSRC, before our Class A Ordinary Shares can be listed in the U.S.

On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Measures”) for public comment. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Measures, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently in effect in the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, we believe ARMCL and ICEDL are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. because a) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland China, nor is its main place of business located in mainland China, and none of the senior managers in charge of the Company’s business operation and management is domiciled in mainland China.

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. If ARMCL or ICEDL are deemed to be an “operator of critical information infrastructure” or “data processor” controlling personal information of no less than one million users, ARMCL or ICEDL could be subject to PRC cybersecurity review in the future. If ARMCL or ICEDL were required to obtain approvals from the PRC authorities, or to pass cybersecurity review of CAC, in the future and was denied permission from the PRC authorities to list on U.S. exchanges, we will not be able to list our Class A Ordinary Shares on U.S. exchange, continue to offer securities to investors, which would materially affect the interest of the investors and cause significantly depreciation of our price of Class A Ordinary Shares.

It is also highly uncertain what the potential impact such modified or new laws and regulations will have on daily business operation of ARMCL and ICEDL, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. As of the date of this prospectus, on the basis of all of the facts and conditions set out above, ARMCL and ICEDL are not required to obtain any permission or approval from mainland China or Hong Kong authorities to operate our business, or to obtain regulatory approval for this Offering of our Class A Ordinary Shares to foreign investors from the PRC authorities, or to pass cybersecurity review of CAC. However, it is highly uncertain that whether there will be significant changes to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and that ARMCL or ICEDL will be required to obtain such approval in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless.

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

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus forms a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of June 30, 2024 and 2025, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above-mentioned periods. As defined in the standards established by the PCAOB of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; ii) a lack of documented policies and controls (including IT controls and cybersecurity framework) which enable management and other personnel to understand and carry out their internal control responsibilities; iii) a lack of independent directors and an audit committee; iv) a lack of controls around data edit rights; and v) a lack of controls or procedures to monitor the system operation and management, which influences the information technology general controls (“ITGCs”) on privileged access and system changes.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) setting up a financial and system control framework with formal documentation of polices and controls in place; and (iii) appointing independent directors, establishing an audit committee and strengthening corporate governance; (iv) implementing appropriate backup and recovery procedures and limiting authorized people to have access to the backup media; and (v) restricting and managing types of access rights and number of users in the applications hosted by service organizations and the application used for financial reporting based on individuals with their corresponding business roles and responsibilities.

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

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this Offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from short-swing profit recovery provisions contained in Section 16 of the Exchange Act. On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026. Our principal shareholders who are not our officers or directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this Offering, we may cease to qualify as a foreign private issuer in the future.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

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

Upon consummation of this Offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act, and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior December 31th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Risks Related to Doing Business in Hong Kong

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

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

Furthermore, on July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition to “operator of critical information infrastructure,” any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures,” which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

It remains unclear whether a Hong Kong company which collects personal information from mainland Chinese individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, operations or this Offering as we do not believe that ARMCL or ICEDL are deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) ARMCL and ICEDL are incorporated and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to a Hong Kong company; (ii) ARMCL and ICEDL operate without any subsidiary or VIE structure in mainland China; (iii) as of date of this prospectus, ARMCL and ICEDL have not collected and stored personal information of any mainland Chinese individual clients; and (iv) as of the date of this prospectus, ARMCL and ICEDL have not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If ARMCL or ICEDL is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, their operation and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review in the future. We have been advised by SH WONG&CO that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, ARMCL and ICEDL have obtained all the permissions and approvals from Hong Kong authorities and are not required to obtain any additional permission or approval to operate their business.

On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Measures”) for public comment. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Measures, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently in effect in the PRC and as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, we believe ARMCL and ICEDL are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. because a) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland China, nor is its main place of business located in mainland China, and none of the senior managers in charge of the Company’s business operation and management is domiciled in mainland China.

As of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, as advised by our PRC counsel, China Commercial Law Firm, on the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC, we believe ARMCL and ICEDL are currently not required to obtain any permission or approval from the PRC authorities to operate its business or to list in the U.S. or issue our Class A Ordinary Shares to foreign investors.

We have also been advised by China Commercial Law Firm that uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Our principal business operation is conducted in Hong Kong. In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus based on Hong Kong laws.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong outside the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong, see “Enforceability of Civil Liabilities.”

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our HK Subsidiaries.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our HK Subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our ordinary shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

We are aware that, recently, the PRC government 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 China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

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

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

However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

Heightened tensions in international relations, particularly between the United States and China, may materially and adversely affect our business, financial condition and results of operations.

Recently, there have been heightened tensions in international relations, particularly between the United States and China. These tensions have affected both diplomatic and economic ties among countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries and, given our reliance on the Chinese market, materially and adversely affect our business, financial condition and results of operations.

On August 9, 2023, the Biden administration released an executive order and an advanced notice of proposed rule-making (the “ANPRM”) providing a conceptual framework for outbound investment controls focused on China. Further to this ANPRM, on June 21, 2024, the U.S. Department of the Treasury (the “Treasury”) issued a proposed rule on outbound U.S. investments involving China that generally follows the ANPRM. On October 28, 2024, the Treasury issued a final rule to implement the executive order of August 9, 2023 (the “Final Rule”). The Final Rule became effective on January 2, 2025. The Final Rule targets investments involving persons and entities associated with “countries of concern,” including China, and it imposes investment prohibition and notification requirements on a wide range of investments in companies engaged in certain types of activities relating to three sectors: (1) advanced microchips and microelectronics, (2) quantum computing, and (3) artificial intelligence systems (“Covered Activities”), with persons from countries of concern engaged in these Covered Activities included in the definition of “Covered Foreign Persons.” Investments by U.S. persons subject to the Final Rule, which are defined as “covered transactions,” include acquisitions of equity interests, certain debt financing, joint ventures, and certain investments as a limited partner in a non-U.S. person pooled investment fund. The Final Rule excludes some investments from the scope of covered transactions, including those in publicly traded securities listed on a national stock exchange. The Final Rule is aimed at exerting greater U.S. government oversight over U.S. direct and indirect investments involving China, and may introduce new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of China-based issuers including us. We do not believe we are a Covered Foreign Person under the Final Rule. However, to the extent that we are deemed a Covered Foreign Person engaged in the development of Covered Activities, the Final Rule could limit our ability to raise capital from U.S. investors generally, in which case our ability to raise such capital may be significantly and negatively affected, which could be detrimental to our capital raising capacity and our business, financial condition and prospects.

Risks Related to Our Class A Ordinary Shares and This Offering

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

Future issuances of our Class B Ordinary Shares, which can be approved by our board of directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares. In addition, there might be impact of the conversion of Class B Ordinary Shares on holders of Class A Ordinary Shares, including dilution and the reduction in aggregate voting power, as well as the potential increase in the relative voting power if any holder of Class B Ordinary Shares retains their shares.

There has been no public market for our Class A Ordinary Shares prior to this Offering, and if an active trading market does not develop, you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this public Offering, there has been no public market for our Class A Ordinary Shares. We have applied for our Class A Ordinary Shares to be listed on the Nasdaq Capital Market. There is no guarantee that our application will be approved by the Nasdaq Capital Market. If an active trading market for our Class A Ordinary Shares does not develop after this Offering, the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected. You may not be able to sell any Class A Ordinary Shares that you purchase in the Offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA 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. These developments could add uncertainties to our offerings.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act. On December 18, 2020, the HFCA Act was signed into law.

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

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB- registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions.

On August 26, 2022, the CSRC, China’s Ministry of Finance, and the PCAOB signed the SOP Agreements governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the SOP Agreements disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB 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 will consider the need to issue a new determination. In addition, in the event 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, then such lack of inspection could cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities.

Our auditor, KD & Co., has been inspected by the PCAOB on a regular basis and KD & Co. is not subject to the determinations announced by the PCAOB on December 16, 2021.

The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act.

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.

As a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our offering, business and our share price. 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 ourselves. 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 Class A Ordinary Shares.

Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of our listed securities.

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

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.

In addition to the risks addressed above in “— The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile,” our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Upon the consummation of this Offering, we will have a relatively small public float due to the relatively small size of this Offering, the ownership percentage of our executive officers and directors, and greater than 5% shareholders. As a result of our small public float, our Class A Ordinary Shares may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. The rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. In addition, you may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this Offering or if you purchase our Class A Ordinary Shares prior to any price decline.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the pro forma net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the Offering and upon completion of the Offering, you will incur immediate dilution of $3.405 per share, assuming an initial public offering price of $4.00, which is the low end of the price range as set forth on the cover page of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

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

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this Offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 9,460,000 Class A Ordinary Shares are outstanding before the consummation of this Offering and 13,210,000 Class A Ordinary Shares (or 13,772,500 Class A Ordinary Shares, if the over-allotment option is fully exercised) will be outstanding immediately after the consummation of this Offering. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments.

As of the date of this prospectus, we do not plan to pay any dividends out of our retained earnings after listing our Ordinary Shares on Nasdaq. We cannot assure you that we will pay dividends in the future.

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The market price for our Class A Ordinary Shares may be volatile.

The initial public offering price for our Class A Ordinary Shares may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Class A Ordinary Shares.

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 British Virgin Islands law.

We are a business company with limited liability incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles, as amended and restated from time to time, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, the British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in the British Virgin Islands, where our Company is incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance after we complete this Offering. If we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “Risk Factors – Risks Related to Our Ordinary Shares and This Offering – As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.”

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our Board of Directors than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Shares—Differences in Corporate Law.”

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on the Nasdaq. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

We have relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to the U.S. issuers as a Foreign Private Issuer, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of this Offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our securities are listed on the Nasdaq Capital Market, we cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market.

In addition, following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in e Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Volatility in our Class A Ordinary Shares price may subject us to securities litigation.

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

Our pre-IPO shareholders will be able to sell their shares after completion of this Offering subject to restrictions under the Rule 144.

Our pre-IPO shareholders, the Beneficial Owners, may be able to sell their Ordinary Shares under Rule 144 after completion of this Offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this Offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the stock following completion of the Offering, to the detriment of participants in this Offering. Under rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the ordinary shares to be sold pursuant to Rule 144 during the pendency of this Offering.

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

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this Offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact- intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our ordinary shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements. For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Taxation— Passive Foreign Investment Company.”

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

Our operations are based in Hong Kong. Accordingly, our business operations and financial conditions will be affected by the political and legal developments in Hong Kong. During the fiscal years ended June 30, 2024 and 2025, we derived all of our revenue from operations in Hong Kong and, specifically, from ARMCL. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market may adversely affect the business operations of ARMCL. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since all of our operations is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

The Hong Kong protests that occurred in 2019 (the “Hong Kong Protests”) adversely affected various sectors of the Hong Kong economy, most notably, the airline, retail, and real estate sectors which saw their sales decline.

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

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our ordinary shares could be adversely affected.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The corporate and taxation advisory industries in Hong Kong and greater Asia, may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the new and rapidly changing nature of the financial consultancy industries results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ materially from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands business company, such as:

However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include, but are not limited to:

Our Amended and Restated Memorandum and Articles do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

All of our assets are located in Hong Kong. In addition, a majority of our directors and officers are nationals or residents of Hong Kong and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process upon whom process may be served in any action brought against us under the securities laws of the United States.

Ogier, our British Virgin Islands counsel, and SH WONG&CO, our Hong Kong counsel, have advised us that there is uncertainty as to whether the courts of the BVI or Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the British Virgin Islands or Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have been further advised by Ogier, our counsel as to the laws of the BVI that BVI does not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the BVI. We have also been advised that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the BVI under the common law doctrine of obligation. SH WONG&CO has further advised us that foreign judgments of United States courts will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgments of United States courts being met, including but not limited to the above, a foreign judgment of United States of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States could be enforceable in Hong Kong.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering, after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses payable by us and based upon an assumed initial public offering price of $4.00 per Class A Ordinary Share, which is the low end of the price range as set forth on the cover page of this prospectus, for net proceeds of approximately $12,883,308.

We plan to use the net proceeds we receive from this Offering for the following purposes:

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. See also “Risk Factors — Risk Related to Our Ordinary Shares and This Offering — We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively” on page 36. To the extent that the net proceeds we receive from this Offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Brand promotion and marketing

After going public, we aim to further promote our branding, profile and professional capability in order to achieve strong reputation and reliable image. We believe enhancing the trust level from our existing/ potential client is the key success factor for our industry in long run.

Recruitment of talented personnel

Human resources are crucial for our industry, and recruitment of talented personnel continues to be one of our on-going top priority during day-to-day operation. Thus, we plan to recruit additional experienced certificated accountants with solid accounting background which can fit for our multiple line of business.

Expansion to new offices and expanding the scope of services that we provide

In order to grow our business, we are considering expanding our business in Hong Kong and later other targeted markets (including the Asia-Pacific and Middle East regions, including Singapore, Malaysia, Taiwan, Australia and United Arab Emirates). Through setting up of physical location in these new locations, we aim not only to capture new business opportunity (such as provide corporate consulting services for those local companies), but also to attract more local talented personnel to join us. We plan to allocate 50% of the net proceeds of the Offering to prepare for setting up new branches and offices in those locations including but not limited to research of market, location and regulation, assessment of labor and other costs, and preparation of establishment. We will decide an expansion plan based on our study and assessment, market condition, our cash position and projection of our business. We may, however, need additional capital to set up those new branches and offices based on our expansion plan. We cannot assure you that our operations will provide us with sufficient funds to carry out the expansion or that we will be able to raise additional funds for such purpose. We may adjust expansion from time to time based on various factors mentioned herein.

General working capital

We aim to reserve a portion of net proceeds for general working capital needs and use as daily operation. This can serve as a buffer to deal with the fluctuating economic environment and at the same time provide a stable finance backup for daily operational use.

DIVIDEND POLICY

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments.

On June 30, 2025, ARMCL declared an interim dividend of HK$0.399 per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate (equivalent to US$915,900), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On August 31, 2025, ARMCL declared an interim dividend of HK$0.114 per share (equivalent to US$0.015 per share), or HK$2,057,250 in aggregate (equivalent to US$262,073), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On October 31, 2025, ARMCL declared an interim dividend of HK$0.099 per share (equivalent to US$0.013 per share), or HK$1,774,500 in aggregate (equivalent to US$226,054), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On December 31, 2025, ARMCL declared an interim dividend of HK$0.085 per share (equivalent to US$0.011 per share), or HK$1,521,000 in aggregate (equivalent to US$193,760), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. Other than the foregoing, we have not declared or paid any cash dividends on our capital shares.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles, our Board of Directors may, by resolution of directors, authorize and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our HK Subsidiaries.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Taxation.”

CAPITALIZATION

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

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

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per Class A Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $3.5 million, assuming the number of Class A 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.

DILUTION

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

Our net tangible book value as of June 30, 2025 was approximately $23,941, or $0.001 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the as adjusted net tangible book value per Ordinary Share from the initial public offering price per Class A Ordinary Share and after deducting the estimated commissions to the Representative and the estimated offering expenses payable by us.

After giving further effect to our sale of 3,750,000 Class A Ordinary Shares in this Offering at the assumed public offering price of $4.00 per Class A Ordinary Share, which is the low end of the price range set forth on the cover page of this prospectus, and after deducting estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2025 is $12,907,249, or $0.595 per Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Ordinary Share $0.594 to our existing shareholders and an immediate dilution in as adjusted net tangible book value per Ordinary Share of $3.405 to new investors purchasing Class A Ordinary Shares in this Offering.

The following table illustrates this dilution on a per Class A Ordinary Share basis.

An increase (decrease) in the assumed initial public offering price of our Class A Ordinary Shares would increase (decrease) our net tangible book value after giving effect to the Offering assuming no change to the number of our Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting estimated expenses payable by us. The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the Class A Ordinary Shares and other terms of this offering determined at pricing.

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

The following table summarizes, on an as adjusted basis as of June 30, 2025, the differences between existing shareholders and the new investors, the total consideration paid and the average price per Class A Ordinary Share before deducting the estimated commissions to the Representative and the estimated offering expenses payable by us.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and 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. References to our Operating Subsidiary in the discussion of our financial condition and results of operations for the fiscal years ended June 30, 2024 and 2025 refer to ARMCL. In any discussion of our financial condition and results of operations following the completion of our acquisition of ICEDL in September 2025, references to our operating subsidiaries refer to ARMCL and ICEDL, collectively, as the context may require.

Overview

We are a holding company incorporated in the BVI with all of our operations conducted in Hong Kong by our wholly-owned subsidiaries, ARMCL and ICEDL. ARMCL provides going public corporate consultancy services, including (i) Pre-IPO advisory services, (ii) IPO advisory services, and (iii) Post-IPO advisory services, to small and medium-sized businesses. On September 10, 2025, we acquired 100% of the equity interests of ICEDL to further expand our service portfolio into Environmental, Social, and Governance (“ESG”) advisory services.

Since our inception, our revenues were mainly generated from services provided by ARMCL. We generated a total revenue of approximately HK$4,490,250 and HK$15,298,060 (US$1,948,822) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Pre-IPO advisory services were nil and HK$3,720,000 (US$473,891) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from IPO advisory services were HK$3,369,000 and HK$2,302,560 (US$293,323) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Post-IPO advisory services were HK$1,121,250 and HK$9,275,500 (US$1,181,608) for the fiscal years ended June 30, 2024 and 2025, respectively. We reported net loss of HK$356,696 for the fiscal year ended June 30, 2024 and net income of HK$7,507,014 (US$956,320) for the fiscal year ended June 30, 2025.

ARMCL focuses on assisting small to medium-sized corporations by providing “one-stop solutions” in going public corporate consultancy services. ARMCL has a team of qualified and experienced professionals with solid background in accounting, corporate finance and pre-IPO advisory for the Hong Kong and U.S. capital markets and holds recognized professional qualifications.

Key factors that affect operating results

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

General macroeconomic conditions in Hong Kong and the U.S.

Our business is closely related to the macroeconomic conditions in Hong Kong and the U.S.. Through our HK Subsidiaries, we provide professional advisory services that are affected by the broader economic environments in both jurisdictions. Any material deterioration in the financial and economic conditions in Hong Kong or the U.S. could materially and adversely affect the business and prospects of our HK Subsidiaries. The macroeconomic environments in both Hong Kong and the U.S. are susceptible to changes in the global, as well as domestic economic, social and political conditions, including, but not limited to, interest rate fluctuations, volatility of foreign currency exchange rates, monetary policy changes and legal and regulatory changes. When there are unfavorable changes in the global or local market conditions, the financial and capital markets in Hong Kong may experience negative fluctuations in its performance. It may directly affect the demand for our services, pricing strategies, the level of business activities and consequently our revenue derived therefrom. This may materially and adversely affect our business, financial condition, and results of operations.

Revenue from our professional advisory services is generated on a project-by-project basis

We are engaged to provide professional advisory services on a project-by-project basis, and our financial performance in this business segment may be affected by, among other things, demand for our services, our capacity to undertake new projects, the number and size of initial public offerings as well as other external factors which may be outside our control. In particular, demand for professional advisory services may be materially affected by prevailing market conditions, as prospective listing applicants and listed issuers may determine to delay, terminate, scale-back or relocate their fundraising plans and/or activities in the event investment sentiment and appetite are reduced by adverse, unfavorable or uncertain market conditions. Our financial results may also be materially and adversely affected if we are unable to secure new engagements in the future. When we are unable to secure such engagements, our business, financial condition, and results of operations may be materially and adversely affected.

Competition

We are currently facing intense market competition. Some of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion and support of their customer acquisition and retention channels. In light of the low barriers to entry in the financial consulting industry, we expect more players to enter this market and increase the level of competition. Our ability to differentiate our services from other competitors will have significant impact on our business growth in the future.

We believe that our HK Subsidiaries have differentiated their services with a comprehensive range of professional advisory services with high flexibility and established reputation with proven track record. Should our HK Subsidiaries fail to compete with their competitors, maintain their competitive advantage or keep pace with technological changes, our overall results of operations could be materially and adversely affected.

Comparison of year ended June 30, 2024 with year ended June 30, 2025

The following table sets forth key components of our results of operations for the years ended June 30, 2024 and 2025:

Revenue

The following table sets forth the breakdown of our revenue by major revenue type for the years ended June 30, 2024 and 2025, respectively:

Our revenue increased by HK$10,807,810 or 240.7% from HK$4,490,250 for the year ended June 30, 2024 to HK$15,298,060 for the year ended June 30, 2025, primarily because of the increase in our revenue derived from our pre-IPO advisory services and post-IPO advisory services, and was partially offset by the decrease in revenue derived from our IPO advisory services.

Revenue from our pre-IPO advisory services increased by HK$3,720,000, from nil for the year ended June 30, 2024 to HK$3,720,000 for the year ended June 30, 2025. The increase was mainly due to our expansion into new service offerings to meet growing market demand for early-stage IPO advisory services. During the year ended June 30, 2025, we successfully secured new clients requiring comprehensive feasibility studies and preliminary due diligence services for potential public offerings. This represents our strategic focus on capturing clients in the early planning phases of their listing journey, providing preliminary due diligence on operations and financial performance, identifying major issues affecting proposed flotations, and preparing comprehensive feasibility study reports with analysis and remediation recommendations.

Revenue from our IPO advisory services decreased by HK$1,066,440, or 31.7%, from HK$3,369,000 for the year ended June 30, 2024 to HK$2,302,560 for the year ended June 30, 2025. The decrease was mainly due to the completion of a major IPO project in January 2025. The completion of this engagement in early fiscal year 2025 contributed to the overall decrease in IPO advisory services revenue.

Revenue from our post-IPO advisory services increased by HK$8,154,250, or 727.2%, from HK$1,121,250 for the year ended June 30, 2024 to HK$9,275,500 for the year ended June 30, 2025. The increase mainly resulted from new post-IPO advisory services contracts secured during the year, including both clients transitioning from our IPO advisory services and new clients acquired through referrals.

Direct cost of revenue

The following table sets forth the breakdown of our cost of revenue for the years ended June 30, 2024 and 2025:

Our cost of revenue increased by HK$1,572,500 or 32.4% from HK$4,854,940 for the year ended June 30, 2024 to HK$6,427,440 for the year ended June 30, 2025, which was mainly due to the increase in staff secondment fee because more seconded staff costs were incurred since more time and resources were allocated for supporting our professional advisory services in the year ended June 30, 2025.

Consultancy fee

Consultancy fee represents direct costs associated with engaging professional consultants and advisory service providers to support our service delivery to clients. 

Staff secondment fee

We utilize staff secondment arrangements to efficiently access specialized expertise for our professional advisory services. The staff secondment fee represents charges paid to a related party for providing seconded staff to our principal Operating Subsidiary, ARMCL. We believe this arrangement is cost-effective and minimizes business risks while ensuring high-quality service delivery. The staff secondment fee increased during the year ended June 30, 2025 due to expanded operations requiring additional seconded staff resources.

General and administrative expenses

Our general and administrative expenses consisted of the following:

Our general and administrative expenses mainly represented rent and rates, and professional fees. Our general and administrative expenses increased by HK$106,554, or 1,143.0%, from HK$9,322 for the year ended June 30, 2024 to HK$115,876 for the year ended June 30, 2025, because we established a physical office space in the year ended June 30, 2025. We expect our general and administrative expenses to increase in the foreseeable future, as our business is expected to grow further. We expect our legal and professional fees for legal, audit, and advisory services to increase, as we will incur audit fees, legal fees and advisory fees for this Offering and subsequently once we become a public company upon the completion of this Offering.

Other expenses

Other expenses. Other expenses primarily related to bank charges.

Income tax (benefit) expenses

British Virgin Islands

The Company is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

Hong Kong

Entities incorporated in Hong Kong, ARMCL, are subject to Hong Kong profits tax at a rate of 16.5% for taxable income earned in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

Taxation in the statement of income represents:

Our income tax increased by HK$1,277,682 from income tax benefit of HK$32,073 for the year ended June 30, 2024 to income tax expense of HK$1,245,609 for the year ended June 30, 2025, primarily due to the increase in income before income taxes.

Net (loss) income. As a result of the foregoing, we reported net loss of HK$356,696 and net income of HK$7,507,014 for the years ended June 30, 2024 and 2025, respectively.

Liquidity and capital resources

As of the date of this prospectus, we have financed our operations primarily through cash flows from operations. We plan to support our future operations primarily from cash generated from our operations and the net proceeds from this Offering.

As reflected in our unaudited condensed consolidated financial statements, we reported net loss of HK$356,696 and net income of HK$7,507,014 for the years ended June 30, 2024 and 2025, respectively. As of June 30, 2025, we had cash in aggregate of HK$2,601,668. We had positive working capital that amounted to HK$23,941 as of June 30, 2025 as compared to negative working capital of HK$293,353 as of June 30, 2024. We believe such negative working capital was temporary, as (i) we had generated net cash provided by operating activities for each of the years ended June 30, 2024 and 2025; (ii) the negative working capital of HK$293,353 as of June 30, 2024 was insignificant; and (iii) we generated net income for the fiscal year ended June 30, 2025. Our working capital requirements were influenced by the size of the operations, the volume and dollar value of the sales contracts, the progress of execution of our customer contracts, and the timing for collecting billings and payment of our direct costs of revenue.

On June 30, 2025, ARMCL declared an interim dividend of HK$0.399 per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate (equivalent to US$915,900), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party.

We believe that our current cash and cash flows provided by operating activities, and the estimated net proceeds from this Offering will be sufficient to meet our working capital needs for at least the next 12 months from the date of this prospectus. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. 

The following table sets forth a summary of our cash flows for the periods indicated:

Operating activities

Net cash provided by operating activities amounted to HK$4,838,304 for the year ended June 30, 2025, mainly derived from (i) a net income of HK$7,507,014 for the year ended June 30, 2025; (ii) non-cash items of HK$32,073 representing deferred tax expenses; and (iii) changes in operating assets and liabilities of HK$2,700,783. Changes in operating assets and liabilities primarily included (i) a decrease in contract liabilities of HK$5,141,500, due to the recognition of revenue for services that had been paid for in advance by customers in prior periods; (ii) an increase in tax payable of HK$1,213,536, which was primarily due to income tax expenses accrued in the current year; and (iii) a decrease in prepaid expenses and other current assets of HK$1,212,680, which was mainly due to contract assets being converted to cash during the year ended June 30, 2025.

Net cash provided by operating activities amounted to HK$4,932,581 for the year ended June 30, 2024, mainly derived from (i) a net loss of HK$356,696 for the year ended June 30, 2024; (ii) non-cash items of HK$32,073 representing deferred tax benefits; and (iii) changes in operating assets and liabilities of HK$5,321,350. Changes in operating assets and liabilities primarily included (i) an increase in contract liabilities of HK$7,205,750, due to customers paying for services in advance; and (ii) an increase in prepaid expenses and other current assets of HK$1,875,400, which was mainly attributable to contract assets representing revenue recognized but had not yet been billed for the year ended June 30, 2024 and the prepayment of staff secondment fees.

Financing activities

Net cash used in financing activities amounted to HK$2,505,900 for the year ended June 30, 2025, which represented advances to a related party during the year ended June 30, 2025.

Net cash used in financing activities amounted to HK$4,766,000 for the year ended June 30, 2024, which represented advances to a related party during the year ended June 30, 2024.

Off-balance sheet arrangements

We did not have, during the periods presented, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Capital expenditures

For the years ended June 30, 2024 and 2025, we did not purchase any property and equipment for use in our operations. Subsequent to June 30, 2025 and as of the date of this prospectus, we did not purchase any material property and equipment, and intangible assets for operational use. We do not have any other material commitments to capital expenditures as of June 30, 2025 or as of the date of this prospectus.

Inflation

Inflation did not materially affect the business or the results of operations of our Operating Subsidiaries.

Seasonality

The nature of our Operating Subsidiaries’ business does not appear to be affected by seasonal variations.

Critical accounting estimates

Our discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

Our critical accounting policies and practices include the following: revenue recognition. For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2 — Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Recent accounting pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies.”

Quantitative and Qualitative Disclosures about Market Risk and Credit Risk

Credit Risk

Our assets that are potentially subject to a significant concentration of credit risk primarily consist of bank balances.

We believe that there is no significant credit risk associated with cash at banks in Hong Kong, which were held by reputable financial institutions in the jurisdiction where our Hong Kong subsidiaries are located. The Deposit Protection Scheme introduced by the Hong Kong Government insured each depositor at one bank for a maximum amount of HK$800,000. Otherwise, these balances are not covered by insurance. We believe that no significant credit risk exists as these financial institutions have high credit quality and we have not incurred any losses related to such deposits.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

Typically, we ensure that we have sufficient cash on demand to meet expected operational expenses for a period of twelve months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Interest Rate Risk

We are exposed to cash flow interest rate risk through changes in interest rates related mainly to our bank balances. We currently do not have any interest rate hedging policy in relation to cash flow interest rate risk and the risks due to changes in interest rates are not material. We monitor our exposures on an ongoing basis and will consider hedging the interest rate should the need arise.

Foreign Exchange Risk

We are not exposed to any foreign currency risk.

INDUSTRY BACKGROUND

Overview of Corporate Consultancy Market in Hong Kong

Market Overview

The corporate consultancy sector in Hong Kong is experiencing for a period of growth, underpinned by a recovering economic landscape, increasing regulatory complexity, and its strategic role as an international financial gateway. Within Hong Kong, the real estate, professional, and business services sectors are cornerstones of Hong Kong’s economy, demonstrating consistent growth. We believe that this positive trend is built on foundational strengths, including a competitive low-tax regime, stringent and transparent regulatory systems, and the unrestricted flow of capital and information, and that these factors create an efficient, low-cost operational environment that solidifies Hong Kong’s status as a premier global financial center and lead to increased capital market activity, corporate restructuring, and cross-border expansion—all of which drive demand for corporate consultancy services.

Definition and Industry Segmentation

The corporate consulting services market in Hong Kong is diverse, providing a wide spectrum of expertise tailored to the evolving needs of modern corporations. The following segments are directly relevant to our business:

Market Drivers

Several powerful, interconnected factors are fueling the demand for corporate consultancy services in Hong Kong:

Source: United States Securities and Exchange Commission

¹ IPOs: Number and Proceeds, United States Securities and Exchange Commission
https://www.sec.gov/data-research/statistics-data-visualizations/initial-public-offerings-ipos/ipos-number-proceeds

Market Trends and Opportunities

Market Challenges and Threats

Entry Barriers

New entrants to the corporate consultancy market face several significant barriers that protect established players:

² Quarterly Report of Employment and Vacancies Statistics, Hong Kong Census and Statistics Department (C&SD)
https://www.censtatd.gov.hk/en/wbr.html?ecode=B10500032025QQ01

BUSINESS

Overview

We are a holding company incorporated in the BVI with all of our operations conducted in Hong Kong by our wholly-owned subsidiaries, ARMCL and ICEDL. ARMCL provides going public corporate consultancy services, including (i) Pre-IPO advisory services, (ii) IPO advisory services, and (iii) Post-IPO advisory services, to small and medium-sized businesses. On September 10, 2025, we acquired 100% of the equity interests of ICEDL to further expand our service portfolio into Environmental, Social, and Governance (“ESG”) advisory services.

Since our inception, our revenues were mainly generated from services provided by ARMCL. We generated a total revenue of approximately HK$4,490,250 and HK$15,298,060 (US$1,948,822) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Pre-IPO advisory services were nil and HK$3,720,000 (US$473,891) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from IPO advisory services were HK$3,369,000 and HK$2,302,560 (US$293,323) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Post-IPO advisory services were HK$1,121,250 and HK$9,275,500 (US$1,181,608) for the fiscal years ended June 30, 2024 and 2025, respectively. We reported net loss of HK$356,696 for the fiscal year ended June 30, 2024 and net income of HK$7,507,014 (US$956,320) for the fiscal year ended June 30, 2025.

ARMCL focuses on assisting small to medium-sized corporations by providing “one-stop solutions” in going public corporate consultancy services. ARMCL has a team of qualified and experienced professionals with solid background in accounting, corporate finance and pre-IPO advisory for the Hong Kong and U.S. capital markets and holds recognized professional qualifications.

During the two years ended June 30, 2025, ARMCL had 3, 2, and 4 client engagements for Pre-IPO advisory services, IPO advisory services, and Post-IPO advisory services, respectively. Our goal is to become a one-stop solution for going public corporate consultancy services and ESG advisory services for small and medium enterprises operating in Asia.

Corporate History and Holding Company Structure

We are a holding company incorporated in the BVI on August 29, 2025 under the BVI Act for the purposes of effectuating this Offering, and are not currently engaged in any operating business. We commenced our business through ARMCL, which was incorporated on January 26, 2018 and conducted our operations in Hong Kong through ARMCL for the provision of going public corporate consultancy services. On September 2, 2025, we incorporated our wholly owned subsidiary, Go Starry Limited (the “BVI Subsidiary”), under the BVI Act. The BVI Subsidiary acquired 100% of the equity interest of ARMCL from the ARMCL equity holders via instrument of transfer and contracts notes both dated September 10, 2025. On the same date, through the BVI Subsidiary, we acquired 100% of the equity interests of ICEDL, which is a Hong Kong company incorporated on August 23, 2012, to further expand our service portfolio into ESG advisory services via instrument of transfer and contracts notes both dated September 10, 2025.

The following diagram illustrates our corporate legal structure and identify our subsidiaries as of the date of this prospectus and after giving effect to this Offering (assuming no over-allotment option is exercised):

Notes: All percentages reflect the equity interests held by shareholders.

Our principal executive office is located at Unit 901C, 9/F, Far East Consortium 121 Des Voeux Road Central, Central, Hong Kong, and our telephone number is (+852) 3752-2183. We maintain a website at www.armcap.net. The information contained in, or accessible through, our website is not incorporated into this prospectus or the registration statement of which it forms a part.

Competitive Strengths

We believe that the following strengths enable the Company to capture opportunities in the going public corporate consultancy service industry in Hong Kong and differentiate it from the competitors:

Our goal is to become a one-stop solution for going public corporate consultancy services and ESG advisory services for small and medium enterprises operating in Asia. We believe that our relationship with third-party professionals provides our clients with direct access to quality professional services. Some of ARMCL’s clients are listed on the U.S. exchanges and need to comply with various requirements or standards across different jurisdictions. We expect that maintaining long-term relationships with third-party professionals will enhance our ability to provide integrated support to clients and assist them more efficiently.

Growth Strategies

Our long-term goal is to become a leading provider of one-stop solution for going public corporate consultancy services and ESG advisory services in Asia and in the U.S. The strategies that we plan to implement to achieve this goal include:

Attracting and recruiting highly qualified professionals to join ARMCL’s team

ARMCL will continue hiring qualified accountant and industry professionals. As a provider of going public corporate consultancy services, ARMCL’s services are derived from the knowledge, expertise and insight of its professional team. In order to expand and grow its business, ARMCL must recruit and attract highly qualified professionals to join its team. In order to attract quality candidates, ARMCL has incorporated an internal promotion system, incentive system and training program as part of its staff retention practice. We believe that our becoming a publicly traded company may enhance ARMCL’s reputation, which could support its efforts to attract and retain talent.

Expanding ARMCL’s corporate consultancy services from Hong Kong-based markets to the greater-Asia market

Leveraging Hong Kong’s position as an international finance center, ARMCL plans to target potential corporate clients from various other jurisdictions, including Singapore, Malaysia, Taiwan, Australia and United Arab Emirates. Management believes there to be strong demand in these regions for a Hong Kong-based corporate services provider with cross-border expertise. ARMCL intends to explore collaborations with local firms in selected markets to establish a presence and expand its client base internationally.

Investing in new complementary business ventures to facilitate the growth of our business and create more sources of revenues

We seek to support the growth of our business and diversify revenue streams by exploring complementary business ventures. One such initiative is the recent acquisition of ICEDL, which marks our entry into ESG advisory services. Management continues to evaluate opportunities to expand our service offerings, particularly those aligned with the needs of the target client base. Expanding into new service areas may require additional investment in human capital and infrastructure. We believe that these initiatives could enhance our overall service capabilities and better position us to meet evolving client demands.

Services Provided by ARMCL

Pre-IPO Advisory Services

ARMCL provides Pre-IPO advisory services to corporate clients evaluating a public listing. These services are generally provided pursuant to mandate letters that set out the scope of work, obligations of both parties, and commercial terms.

Under such mandates, ARMCL is engaged as a financial adviser to assess the feasibility of a proposed public listing. The scope of work generally includes (i) conducting preliminary due diligence on the operations and financial performance of the client group, (ii) identifying major regulatory, operational, or structural issues that may affect the IPO process, (iii) developing a viable timeline for the proposed listing, and (iv) preparing a comprehensive feasibility study report, typically delivered within 90 days of the mandate’s effective date. The feasibility report may include ARMCL’s analysis, recommendations, and identification of areas requiring remediation prior to proceeding with an IPO.

Under the terms of these mandate letters, ARMCL typically charges a fixed, non-refundable advisory fee, payable either in full upon signing of the mandate or in two stages — with one portion due upon signing and the remainder upon delivery of the feasibility study report. The advisory fee does not cover third-party professional expenses (such as legal, audit, or tax advisory fees), which are borne by the client. ARMCL may also be reimbursed for pre-approved out-of-pocket expenses incurred in connection with the engagement, subject to pre-approval thresholds agreed in the mandate letters.

ARMCL is generally engaged on an exclusive basis during the engagement period, meaning the client agrees not to appoint another financial adviser for the same scope of work without ARMCL’s written consent. Termination provisions are typically included, allowing either party to terminate the mandate with written notice. In certain cases, if the client proceeds with a full IPO advisory engagement following the feasibility phase, ARMCL may offer a commercial credit toward future advisory fees.

Pre-IPO advisory services are tailored to companies in the preparatory phase and focus on strategic planning and IPO readiness assessment, often preceding more formal IPO execution workstreams.

IPO Advisory Services

ARMCL provides comprehensive IPO advisory services to clients preparing for a public listing. These services are generally provided pursuant to mandate letters that set out the scope of work, obligations of both parties, and commercial terms.

Under such mandates, ARMCL is engaged as a consultant to advise and assist clients throughout the IPO process. The scope of work generally includes (i) coordinating with legal, audit, underwriting, and other professional parties; (ii) assisting in the preparation and filing of the registration statement with the SEC and the listing application with Nasdaq; (iii) supporting responses to regulatory comments; (iv) advising on the offering structure, estimated costs, and timetable; and (v) assisting in finalizing the offering terms and managing key milestones through to the closing of the offering.

The IPO advisory fee is typically a fixed amount payable in three stages: upon mandate signing, first filing of the registration statement, and completion of the offering. Fees paid are generally non-refundable. If the engagement is terminated prior to completion of all deliverables, the client is not liable for any unpaid future installments, except for those already earned or settled, unless otherwise stipulated. In all cases, clients remain responsible for third-party professional fees and other transaction-related expenses (such as legal, audit, or transfer agent charges), which are not included in ARMCL’s advisory fee. ARMCL may also be reimbursed for pre-approved out-of-pocket expenses incurred in connection with the engagement, subject to pre-approval thresholds agreed in the mandate letters.

ARMCL is generally engaged on an exclusive basis for the duration of the IPO advisory engagement. Termination provisions are typically included, allowing either party to terminate the mandate with written notice.

IPO advisory services are geared toward companies that have committed to going public and require end-to-end support through the regulatory, transactional, and execution phases of the listing process.

Post-IPO Advisory Services

ARMCL provides post-IPO advisory services to clients that have successfully completed a public listing. These services are governed by mandate letters that define the scope of work, service period, and commercial terms.

Under such mandates, ARMCL is engaged as a consultant to support the client’s post-listing corporate and regulatory affairs. The scope of work generally includes (i) coordinating, upon request, with legal, audit, investor relations, and other professional parties; (ii) assisting in responding to comments or inquiries from relevant regulators; (iii) advising on the planning and execution of corporate actions or secondary offerings; and (iv) providing ongoing strategic guidance in connection with the client’s public company status. Services are typically performed over a fixed service period, following execution of the mandate and full settlement of the advisory fee.

The fee for post-IPO advisory services is typically structured either as a one-time fixed fee payable upon signing the mandate letter, or as a fixed monthly retainer paid over a specified service period. Fees paid are generally non-refundable, and clients remain responsible for any third-party professional fees or out-of-pocket expenses incurred in connection with the engagement, subject to pre-agreed thresholds.

Post-IPO advisory engagements are typically limited in scope and duration and focus on supporting the client’s transition and compliance obligations as a newly listed company.

Services Provided by ICEDL

On September 10, 2025, we acquired 100% of the equity interests of ICEDL to further expand our service portfolio into ESG advisory services.

ICEDL is engaged in core sustainability program development and ESG advisory services, aiming to help corporations comply with applicable rules and regulations relevant to their industry and/or country.

Driven by a shared passion for promoting corporate sustainability, we are committed to helping organizations enhance their ESG performance as a key driver of long-term business value, and to accompanying our clients throughout their sustainability journey by providing comprehensive support at every stage—from sustainability program development to ESG reporting and beyond.

ESG Advisory Services

ICEDL helps its clients build their ESG profile and support their ESG reporting in compliance with the prevalent ESG-related standard and reporting framework.

A brief description of the flow of ICEDL’s process in providing ESG advisory services is set out as follows:

ICEDL’s team of experienced experts kick-off the project by understanding the client’s business, corporate structure, current ESG practices and expectations of management to identify the appropriate reporting framework and standards, scope and reporting period of the ESG report to clients and allow the client to choose their preferred approach to the ESG reporting.

ICEDL’s professionals assist the clients to identify their stakeholders including but not limited to their customers, shareholders, employees and the communities. ICEDL offers structured stakeholder dialogue questionnaires and survey tools to collect the relevant requirements, expectations and interests of stakeholders to perform the subsequent assessment.

ICEDL’s team collaborates with the client’s management team on conducting materiality assessment, through qualitative and quantitative analysis, to identify and evaluate material factors specific to client’s organization. ICEDL’s services also provide a materiality matrix based on the results from the stakeholder engagement exercise to be included in the ESG report.

ICEDL works with clients to build the structure of ESG framework to assess and manage the ESG-related risks and opportunities, as well as establish the strategic growth objective and sustainable development goals. The team applies strong technical knowledge on the analysis of clients’ distinct businesses and their related ESG risks and opportunities, aiming to help clients to escalate their ESG program to develop new initiatives, enhance governance, establish relevant metrics and KPIs to capture activities with an impact on ESG areas and set up ESG-related policies and performance measurements. It provides guidance and advice to clients on establishing sustainable development targets that both address the expectation and interests of key stakeholders and be in line with the strength of the company to differentiate its clients from their peers.

ICEDL’s services help its clients in developing the ESG narratives and disclosures for the ESG report based on the prevalent ESG-related standard and reporting framework. It also assists in the information collection by coordinating the cooperation with client’s representatives of individual functions and departments. It reviews the strategic importance of individual ESG topics and supervises the information disclosure on the ESG report with regard to their respective strategic importance. It emphasizes the accuracy and transparency of the ESG reports its clients deliver.

On the request of clients, ICEDL also provides ESG report translation services to assist client to deliver and present their ESG reports in different languages. In addition, it also provides graphic design which aligns with client’s corporate image.

ICEDL’s team identifies and evaluates weaknesses and present our findings and recommendations to clients’ management to enhance their ESG reporting process and monitoring of metrics and goals.

Clients

ARMCL’s client base includes both private and publicly traded companies incorporated primarily in Hong Kong and the British Virgin Islands. As of the date of this prospectus, ARMCL had 15 client engagements.

The following table sets out the percentage of revenue generated from ARMCL’s top clients for the fiscal years ended June 30, 2024 and 2025, respectively:

For the fiscal year ended June 30, 2025

ICEDL’s client base includes both private and publicly traded companies incorporated primarily in Hong Kong, the British Virgin Islands and the Cayman Islands. As of the date of this prospectus, ICEDL had ten client engagements.

Marketing

A majority of ARMCL’s new clients were generated through referrals from existing or former clients, business partners, and third parties with whom we work. Our marketing effort is focused on establishing close and mutually-beneficial relationships with key partners and individuals that have clients that require “one-stop” professional services. We believe that ARMCL’s professionalism, reputation, customer satisfaction and work product will be the greatest driver of new business.

ARMCL also strives to maintain professional relationships with its former and prospective clients. ARMCL’s former clients have benefited from its services and have introduced it to prospective clients. After operating for more than seven years, ARMCL compiled a database consisting of former and prospective clients, using each as a resource for business connections and social relations.

Furthermore, ARMCL’s employees have been working in various industries for many years, and accumulated networks of business and social relations including personal connections and corporate associations which are all valuable resources through which it can potentially generate new business.

We are currently aiming to grow ARMCL’s client base and expand its services in various jurisdictions across the Asia-Pacific and Middle East regions, including Singapore, Malaysia, Taiwan, Australia and United Arab Emirates. We are considering establishing new offices in these locations as well as looking for new and effective marketing channels for growing our business internationally.

In addition to the marketing efforts described above, ARMCL maintains a website at www.armcap.net. The information contained in, or accessible through, the website is not incorporated into this prospectus or the registration statement of which this prospectus forms a part.

By further expanding our service portfolio and acquiring ICEDL in September, 2025, we expect to leverage ICEDL’s client base and generate meaningful synergies from the integration of ICEDL’s client base with our existing operations.

Competition

We face competition from a number of PRC based consulting companies providing going public consulting services. However, we believe that we are able to differentiate ourselves from our competitors through our high-level services, our ability to offer a range of services to each client, and our track record.

Employees and Consultants

We had a total of 1, 1, 1 and 3 full time employees, and nil, 3, 2 and 3 independent contractor consultants for the fiscal years ended June 30, 2023, 2024, 2025 and the date of this prospectus, respectively.

We consider that we have maintained a good relationship with the employees and have not experienced any significant disputes with the employees or any disruption to the operations due to any labor disputes. In addition, ARMCL has not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel. None of our employees or consultants is represented by a labor union.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

Property

As of the date of this prospectus, we do not own any real property. Our principal executive office is located at Room 901C, 9/F, Far East Consortium Building, 121 Des Voeux Road Central, Central, Hong Kong. ARMCL leased an aggregate of 20 square meters of property which serves as our principal executive office. The duration of the current lease is for one year, from September 1, 2025 to August 31, 2026.

We believe our facilities are sufficient for our business operation.

Seasonality

Generally, we do not experience any material seasonality in our business.

Insurance

We are of the view that coverage of insurance policies taken out by us is adequate for our operations in all material aspects and is in line with the standard industry practice in Hong Kong. Aside from the insurance coverage described above, we intend to purchase directors and officers liability insurance in the future.

Intellectual Property

ARMCL owns the domain name for our website: www.armcap.net.

REGULATIONS

Regulations Related to our Business Operation in Hong Kong

Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong. 

Supply of Services

Under the Supply of Services (Implied Terms) Ordinance (Cap. 457), certain terms are implied in the contracts with customers for the supply of services, including: (a) that the supplier will carry out the service with reasonable care and skill; (b) that the supplier will carry out the service within a reasonable time (if the time of service is not fixed or fixed in a manner agreed); (c) that the party contracting with the supplier will pay a reasonable charge (if the consideration is not determined by the contract or left to be determined in a manner agreed or by course of dealing between the parties).

Under the Unconscionable Contracts Ordinance (Cap. 458), if the Hong Kong court finds that a contract for sale of goods or supply of services (in which one of the parties deals as consumer) to have been unconscionable in the circumstances relating to the contract at the time it was made, the court may: (a) refuse to enforce the contract; (b) enforce the remainder of the contract without the unconscionable part; (c) limit the application of, or revise or alter, any unconscionable part to avoid unconscionable result.

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for the protection of the wages of employees and regulates the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) provides for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, an employer is required to take out an insurance policy to insure against the injury risk of his or her employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

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

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

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

Regulations on business registration

Under the Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong), every person carrying on any business is required to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch. ARMCL and ICEFL have obtained valid business registration certificates and have not been refused by the Inland Revenue Department for their applications for renewal of their respective business registration certificates.

MANAGEMENT

Set forth below is information concerning our directors, executive officers and other key employees.

The following individuals are members of the Board and management of the Registrant.

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

Mr. Ka Chun (Matthew) Wong has served as chief executive officer of our Company since September 2025. Mr. Wong has over 14 years of experience in the financial industry spanning across corporate finance advisory, capital market transaction advisory and auditing. Mr. Wong was an auditor at Deloitte Touche Tohmatsu from September 2011 to November 2013, and an auditor at PricewaterhouseCoopers from December 2013 to March 2017. Mr. Wong then served as assistant vice president in the investment banking division of Zhongtai International Capital Limited from March 2017 to December 2017 and vice president in the investment banking division of GF Capital (Hong Kong) Limited from December 2017 to June 2019. He is currently vice president in the corporate finance division and a responsible officer (Type 6 – advising on corporate finance regulated activities) of Ample Capital Limited. During his employment with Zhongtai International Capital Limited, GF Capital (Hong Kong) Limited and Ample Capital Limited, Mr. Wong executed a wide variety of capital markets and corporate finance transactions, including initial public offerings, mergers and acquisitions, equity fund raisings, structured finance and compliance advisory. Mr. Wong has been appointed as independent director of Golden Power Group Holdings Limited, (HKEX: 3919) since December 2023, independent director of Cre8 Enterprise Ltd (Nasdaq: CRE) since July 2025, and independent director of Sun Kong Holdings Limited (HKEX: 8631) from December 2018 to December 2024 and reappointed as independent director since December 2025. Mr. Wong obtained a Bachelor’s degree in Business from Monash University, Melbourne, Australia in September 2011. He has also been a member of the CPA Australia since January 2016, a member of the Chartered Institute of Management Accountants since December 2016, and a member of Chartered Global Management Accountant since December 2016.

Mr. Kam On (Carlos) Chung has served as chief financial officer of ARMCL since August 2025. Mr. Chung has over 10 years of professional experience across finance and accounting, compliance, internal controls, taxation and public accounting. Prior to joining our Company, Mr. Chung was a financial leader with a blend of experience at local and multinational corporations. Mr. Chung obtained a Bachelor of Business Administration in Accountancy degree from City University of Hong Kong in 2011 and he is a member of the Hong Kong Institute of Certified Public Accountants.

Mr. Man Sun Yeung will serve as the Company’s independent director from the effective date of the registration statement of which this prospectus forms a part. Mr. Yeung has more than 18 years of experience in the accounting and financial industries, gained from different business entities. Presently, Mr. Yeung is the executive director of RTC Capital Limited. Mr. Yeung served as a company secretary of Evershine Group Holdings Limited (HKEX: 8022) from April 2020 to January 2021 and China 33 Media Group Limited (HKEX: 8087) from January 2019 to June 2022. Mr. Yeung also served as an executive director of My Heart Bodibra Group Limited (HKEX: 8297) from February 2018 to December 2018. Mr. Yeung has been appointed as an independent non-executive director of the Simplicity Holding Limited (HKEX: 8367) since August 19, 2021. Mr. Yeung has been the independent director of Super X AI Technology Limited (Nasdaq: SUPX) from April 2024 to June 2025. Mr. Yeung obtained a Bachelor of Business Administration in Accountancy degree from City University of Hong Kong in November 2003 and a Master of Corporate Governance degree from Polytechnic University of Hong Kong in September 2015. Mr. Yeung is a member of the Hong Kong Institute of Certified Public Accountants, and an associate member of both the Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries.

Mr. Ho Kan (Matthew) Chu will serve as the Company’s independent director from the effective date of the registration statement of which this prospectus forms a part. Mr. Chu has over 8 years of experience in the corporate finance industry. Currently, Mr. Chu serves as the Area Head of Greater China at XHK Limited (Exante), a position he has held since July 2025. Prior to this, he was a Senior Relationship Manager at the same company from November 2024 to July 2025. He worked at Ample Capital Limited from March 2018 to October 2024, holding positions of Manager, Senior Associate, and Associate. He also served as an Executive at Lego Corporate Finance Limited from January 2016 to July 2017. Mr. Chu is currently pursuing a PhD in Management from Shanghai University of Finance and Economics. He obtained his MBA and a Bachelor of Business Administration in Economics and Management from The Hong Kong University of Science and Technology (HKUST). He holds licenses from the Securities and Futures Commission for Dealing in Securities and Dealing in Future Contracts.

Mr. Kai Chung (Chris) Chan will serve as the Company’s independent director from the effective date of the registration statement of which this prospectus forms a part. Mr. Chan has more than 20 years of experience in the accounting, auditing and financial advisory industries, gained from different business entities. Presently, Mr. Chan is the Director of the Advisory Services Department at Moore Advisory Services Limited, where he is responsible for internal auditing, compliance review, AML review, ESG reporting and Pre-IPO advisory services. Mr. Chan previously served as Senior Manager in the Risk Advisory Department at BDO Financial Services Limited from October 2009 to August 2014, and as Assistant Manager within the Internal Audit Department at NWS Transport Services Limited from May 2008 to August 2009. Mr. Chan has been appointed as an independent non-executive director of KNT Holdings Limited (HKEX: 1025) since December 2024. Mr. Chan obtained a Bachelor of Arts in Accountancy degree from The Hong Kong Polytechnic University in July 2004. Mr. Chan is certified by the Association of Chartered Certified Accountants (ACCA), holds the Certified in Risk and Information System Controls (CRISC) qualification from the Information Systems Audit and Control Association (ISACA), and is a Certified Internal Auditor (CIA) of the Institute of Internal Auditors (IIA).

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

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

Board of Directors

Our Board of Directors will consist of four directors upon the effective date of the registration statement of which this prospectus forms a part.

Duties of Directors

Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our Amended and Restated Memorandum and Articles or the BVI Act. See “Description of Shares — Differences in Corporate Law” for additional information on our directors’ fiduciary duties under British Virgin Islands law. In fulfilling their duty of care to us, our directors must ensure compliance with our Amended and Restated Memorandum and Articles. We have the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our Board of Directors include, among others:

Terms of Directors and Executive Officers

Each of our directors holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him, or his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal. All of our executive officers are appointed by and serve at the discretion of our Board of Directors.

Qualification

There is currently no shareholding qualification for directors.

Compensation of Directors and Executive Officers

For the fiscal year ended June 30, 2025, we paid an aggregate of $nil as compensation to our executive officers and directors. Our Hong Kong subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her mandatory provident fund. We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment.

Insider Participation Concerning Executive Compensation

Our Board of Directors, which will consist of Ka Chun (Matthew) Wong, Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan upon the effective date of the registration statement of which this prospectus forms a part, is making all determinations regarding executive officer compensation from the time the Company first entered into employment agreements with executive officers up until the time where the three independent directors will be installed.

Committees of the Board of Directors

We will establish three committees under the Board of Directors upon the effective date of the registration statement of which this prospectus forms a part: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Even though we are exempted from corporate governance standards because we are a foreign private issuer, we have voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan. Kai Chung (Chris) Chan will be the chairman of our audit committee. We have determined that Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan will satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our Board of Directors has also determined that Mr. Chan qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of us. The audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee will consist of Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan, and Ho Kan (Matthew) Chu will be the chairman of our compensation committee. We have determined that Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan will satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of Man Sun Yeung, Ho Kan (Matthew) Chu and Kai Chung (Chris) Chan, and Man Sun Yeung will be the chairperson of our nominating and corporate governance committee. Man Sun Yeung, Ho Kan (Matthew) Chu, and Kai Chung (Chris) Chan satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The nominating and corporate governance committee will assist the Board of Directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

Corporate Governance

The business and affairs of the Company are managed under the direction of our Board of Directors. We have conducted Board of Directors meetings regularly since inception. Each of our directors has attended all meetings either in person, via telephone conference, or through written consent for special meetings. In addition to the contact information in this prospectus, the Board of Directors has adopted procedures for communication with the officers and directors as the date hereof. Each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the Company at our annual shareholders’ meetings. All communications from shareholders are relayed to the members of the Board of Directors.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this Offering for:

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this Offering is based on 9,460,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this Offering is based on 13,210,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares outstanding immediately after the completion of this Offering, assuming no exercise of the over-allotment option, and 13,772,500 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares assuming full exercise of the over-allotment option.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants, or convertible securities, including Class B Ordinary Shares, held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. As of the date of the prospectus, we have four shareholders of record, none of whom is located in the U.S. We will be required to have at least 300 unrestricted round lot shareholders at closing in order to satisfy the Nasdaq listing rules.