Confidential Draft No. 4 as confidentially submitted to the U.S. Securities and Exchange Commission on May 22, 2026. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. [*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ChainOn Group Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

21/F, G.D. Real Estate Tower, No. 143 Connaught Road Central,

Hong Kong SAR

+852 2297 2027

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

[*]

[*]

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

Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

ChainOn Group Limited

[*] Class A Ordinary Shares

This is a firm commitment initial public offering of [*] Class A ordinary shares of ChainOn Group Limited (the “Company” or “we”, “us”), par value US$0.0004 per share (the “Class A Ordinary Shares”). The estimated initial public offering price for the Class A Ordinary Shares in the offering is expected to be between $[*] and $[*] per Class A Ordinary Share.

We will reserve the symbol “[*]” for purpose of listing our Class A Ordinary Shares on the New York Stock Exchange American (“NYSE American”) or Nasdaq Capital Market (“Nasdaq”). This offering is contingent upon the final approval from NYSE American or Nasdaq for our listing. There is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on NYSE American or Nasdaq. Further, there can be no assurance that the offering will be closed and our Class A Ordinary Shares will be trading on the NYSE American or Nasdaq. We will not proceed to consummate this offering if NYSE American or Nasdaq denies our listing.

We have a dual class share structure consisting of Class A Ordinary Shares, being the shares being offered to the public, and Class B Ordinary Shares, which are registered in the name of Invincible Legend Limited, a company wholly-owned by Mr. Wai Lun Lau. Immediately prior to the completion of this offering, we will have 24,000,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one (1) vote. Each Class B Ordinary Share is entitled to twenty (20) votes and is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

As a result of our dual class structure, the holders of the Class B Ordinary Shares will have control over [*]% of the entire issued voting shares of our Company at the close of the offering. See the risk factor entitled “Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial” on page 31 for a discussion of material risks associated with our dual class structure.

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 14 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

Upon completion of this Offering, Invincible Legend Limited, a company wholly-owned by Mr. Wai Lun Lau, will be the beneficial owner of an aggregate of [*] Class A Ordinary Shares which will represent approximately [*]% of the then total issued and outstanding Class A Ordinary Shares, (assuming the underwriter does not exercise its over-allotment option), and the beneficial owner of [*] Class B Ordinary Shares, representing 100% of the total issued and outstanding Class B Ordinary Shares. As a result, Invincible Legend Limited will have the right to control [*]% of our voting rights. As a result, following the completion of this offering, we will be a “controlled company” within the meaning of NYSE American and Nasdaq’s listing rules. As a “controlled company,” we will be permitted to elect to rely, and may elect to rely, on certain exemptions from corporate governance requirements, including that: (1) a majority of our board of directors consists of “independent directors” as defined under the rules of NYSE American and Nasdaq; (2) our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee purpose and responsibilities; and (3) our director nominations be made, or recommended to the full board of directors, by our independent directors or by a nominations committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. Also, as long as Invincible Legend Limited beneficially owns a majority of the voting power of our outstanding ordinary shares, it will generally be able to control the outcome of matters submitted to our shareholders for approval, including the election of directors, without the approval of our other shareholders. We expect to qualify for and intend to continue to rely on exemptions from certain corporate governance requirements, including the controlled company exemption. See the risk factor entitled “We are a “controlled company” within the meaning of the rules of NYSE American and Nasdaq and, as a result, will rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and the sections titled “Management—Controlled Company” and “Principal Shareholders”, for further information.

We are a Cayman Islands exempted company with limited liability. As a holding company with no material operations, our operations are conducted by our indirect wholly-owned subsidiary, ChainOn Technology (HK) Limited (“ChainOn HK”, “Operating Subsidiary” or “Operating Entity”), in Hong Kong, a special administrative region of the People’s Republic of China (the “PRC”). This is an offering of the Class A Ordinary Shares of ChainOn Group Limited, the holding company incorporated in the Cayman Islands, instead of shares of ChainOn HK, our Operating Subsidiary in Hong Kong. You may never directly hold any equity interest in our Operating Subsidiary.

We and our subsidiaries are not based in mainland China and do not have operations in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, and do not foresee the need to enter into any contractual arrangements with a variable interest entity (“VIE”) to establish a VIE structure in mainland China. For the six months ended October 31, 2025, we generated 100.0% of our revenues from Hong Kong. For the years ended April 30, 2025 and 2024, we generated 100.0% and 100.0% of our revenues from Hong Kong, respectively. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC 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”.

However, in light of the PRC government’s recent expansion of authority in Hong Kong, we are subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and all the material legal and operational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC 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 like ourselves. Such governmental actions, if and when they occur: (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. See the risk factors entitled “Substantially all of our operations are in Hong Kong and as a result, we are subject to significant regulatory, liquidity, and enforcement risks associated with operations in China, including the risk that changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. Due to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may exercise significant oversight and exert more control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to overseas investors or obtain foreign investment in us and cause the value of the Ordinary Shares to significantly decline or be worthless” on page 20 and “Through long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight over the conduct of our business, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations and rules and the enforcement of laws of the Chinese government may also occur and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless” on page 21 for more discussion.

The legal and operational risks associated in operating in the PRC also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns, would be applicable to ChainOn HK and us, given ChainOn HK’s substantial operations in Hong Kong and the possibilities that PRC government may exercise significant oversight over the conduct of business in Hong Kong. In the event that ChainOn HK is to become subject to laws and regulations of the PRC, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities we are registering for sale, and/or 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. See the risk factors entitled “We and our Operating Subsidiary face uncertainties arising from the possible revision regarding the interpretation and implementation of current and any future PRC laws and regulations related to part of our Operating Subsidiary’s business operations” on page 23 for more discussion.

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 a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In addition, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities. If we and our subsidiaries (i) do not receive or maintain such permissions or approvals, should such approvals be required in the future by the PRC government, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless. We believe that, as of the date of this prospectus, (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 do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China; (iv) none of the clients of the Company and its subsidiaries are located in mainland China and, (v) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any PRC entity or individual; (vi) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the PRC; (vii) it has not employed any PRC natural persons; and (viii) no revenue of the Company is generated from the PRC, and have not engaged in any data processing related to the collection, storage, use, or processing of personal information of personnel within PRC for the purpose of providing services to personnel within PRC. Based on the Company’s confirmation, our PRC counsel China Commercial Law Firm advised us that the Company is not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities; specifically, we are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. The laws and regulations of mainland China do not currently have any material impact on our business, financial condition or results of operations and we are currently not subject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of 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 potential impact such modified or new laws and regulations will have on our Company’s 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 there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors - The Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless and “Risk Factors — Risks Related to Doing Business in Hong Kong” beginning on page 20 of this prospectus for more information. See the risk factors entitled “PRC government may intervene or influence the Hong Kong operations of an offshore holding company, such as ChainOn HK, at any time, which could result in a material change in ChainOn HK’s operations and/or the value of our Ordinary Shares. If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong” on page 22 and “The Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless” on page 23 for more discussion.

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

The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Relating to Doing Business in Hong Kong - A recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.” on page 27 of this prospectus for more information.

We are permitted under the laws of Cayman Islands to provide funding to our subsidiary ChainOn HK through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitation under the laws of Cayman Islands on our Company’s ability to distribute earnings from its businesses, including subsidiaries, to the U.S. investors. ChainOn HK is permitted under the laws of Hong Kong to provide funding to our Company through dividend distribution without restrictions on the amount of the funds. Both our Company and ChainOn HK 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. Neither our Company or its subsidiaries has any dividend payout policy, and each entity needs to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions with other entities. 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, ChainOn HK does not have any history of declaring dividends, and none of our subsidiaries have made any dividends or distributions to the Company. In addition, the Company has not made any dividends or distributions to its shareholders and no dividends, transfers or distributions have been made between any of our subsidiaries. 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” on page 38 and “Risk Factors – Risks Relating to Doing Business in Hong Kong – In the event the PRC government restricts or prohibits cash transfers from Hong Kong, our ability to distribute earnings and pay dividends may be impeded, thus limiting our ability to grow our business or receive earnings to the detriment of our investors.” on page 23 of this prospectus for more information.

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 14 and 9, respectively.

Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands.

We have granted the underwriters a 45-day option to purchase up to 15% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this offering, solely for the purpose of covering overallotments, at the initial public offering price less the underwriting discount.

The underwriter expects to deliver our Class A Ordinary Shares to purchasers in this offering on or about [●], 2026, subject to satisfaction of customary closing conditions.

The date of this prospectus is [●], 2026

TABLE OF CONTENTS

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

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

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

ABOUT THIS PROSPECTUS

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

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

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

This reorganization of the Company was completed on November 12, 2025.

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

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

DEFINITIONS

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our combined financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” on page 2.

Overview

ChainOn Technology (HK) Limited, our Operating Subsidiary, was incorporated in Hong Kong on December 29, 2017 under the name Success Illusion Limited. In our early stage of operations, the Operating Subsidiary focused on the development, sales, and maintenance of enterprise-grade servers and related hardware. On July 19, 2019, our Operating Subsidiary formally changed its name to ChainOn Technology (HK) Limited to reflect our ambition to expand beyond hardware into integrated technology services.

Currently, our Operating Subsidiary provides comprehensive technology services, leveraging our expertise in Web3 technologies, cloud infrastructure, and our end-to-end service model with a client-centric project management approach to deliver customized software development and technology solutions. We primarily operate through two service lines:

Our Competitive Strengths

The market for integrated technology-services is highly competitive, and we anticipate this competition will intensify. However, we believe the following key strengths set us apart from our competitors and will continue to drive our growth and success:

Our Growth Strategies

We and our Operating Entity have developed and plan to implement the following strategies to drive the expansion and growth of our business:

Corporate Information

We were incorporated in the Cayman Islands on October 9, 2025. Our registered office in the Cayman Islands is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our administrative office is located at 21/F, G.D. Real Estate Tower, No. 143 Connaught Road Central, Hong Kong SAR. Our telephone number is +852 2297 2027. The information contained on our website (www.chainontech.com) does not form part of this prospectus. Our agent for service of process in the United States is [*], [*].

Risks and Challenges

Investing in our Class A Ordinary Shares involves risks. You should carefully read and consider all of the information contained in this prospectus (including in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and the notes thereto) before making an investment decision.

For example, see “Risk Factors Relating to Doing Business in Hong Kong” beginning on page 20 for a detailed discussion about the number of risks relating to an investment in our Company arising from the legal system in China, including but not limited to:

The risks summarized below are qualified by reference to “Risk Factors” beginning on page 14 of this prospectus, which you should carefully consider before making a decision to invest in our Class A Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Ordinary Shares would likely decline, and you may lose all or part of your investment. In reviewing this prospectus, you should bear in mind that past results are no guarantee of future performance. See “Special Note Regarding Forward-Looking Statements” on page 2 for a discussion of forward-looking statements, and the significance of forward-looking statements in the context of this prospectus.

The following is a summary of what our management views as our most significant risk factors including but not limited to the following:

Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or HFCA, Act was enacted on December 18, 2020. The HFCA Act states if the United States Securities and Exchange Commission, or the SEC or the Securities and Exchange Commission, determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States, or PCAOB, for two consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years. Our auditor, J&S Associate PLT, is the independent registered public accounting firm that has issued the audit report included in this prospectus. J&S Associate PLT is registered with the PCAOB and, as such, is subject to the laws of the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable professional standards. J&S Associate PLT is headquartered in Malaysia.

Recent Regulatory Developments in the PRC

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on certain illegal activities in the securities market, enhancing supervision over Chinese-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.

For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. In light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, we may be subject to a variety of PRC laws, changes in regulatory actions in Hong Kong and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business and the offering. It remains uncertain as to how any such regulatory measures will be interpreted or implemented. See more detailed discussion of this risk factor on page 14 of this prospectus.

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 certain illegal activities in the securities markets to promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Chinese-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. 

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

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

Based on our confirmation to the facts listed below, our PRC counsel China Commercial Law Firm advised us that, we do not expect to be subject to the cybersecurity review by the China Securities Regulatory Commission (“CSRC”) and the Cyberspace Administration of China (“CAC”) in relation to this Offering, given that: (1) our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong, not a PRC domestic company, (2) we have no subsidiary, variable interest entity (“VIE”) structure or any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).

Based on our confirmation to the facts listed below, our PRC counsel China Commercial Law Firm advised us that, we do not currently expect the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law to have an impact on our business, operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “Operator” on the basis that (i) our Operating Subsidiary is incorporated in Hong Kong, not a PRC domestic company, and operates in Hong Kong without any subsidiary or VIE structure in mainland China; (ii) as of date of this prospectus, our Operating Subsidiary has not engaged in any data processing related to the collection, storage, use, or processing of personal information of personnel within PRC for the purpose of providing services to personnel within PRC, and that data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; (iii) all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. An “Operator” is required to file for cybersecurity review before listing in the United States.

On February 17, 2023, the CSRC issued the Trial Overseas Listing Measures, which came into effect on March 31, 2023. Under the Trial Overseas Listing Measures, a domestic enterprise conducting overseas issuance and listing (includes direct and indirect overseas issuance and listing) shall conduct and complete relevant filing procedures with the CSRC. Any overseas issuance and listing conducted by an issuer that concurrently meets the following conditions shall be determined as indirect overseas issuance and listing by a domestic enterprise: (i) 50% or more of its operating revenue, total profit, total assets or net assets as recorded in its audited consolidated financial statements for the most recent fiscal year is being accounted for by domestic companies; and (ii) the main parts of its business activities are conducted in mainland China, its principal places of business are located in mainland China, or the senior management in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China.

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

Further, as of the date of this prospectus, we believe the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measures do not apply to the Company, and its listing on NYSE American or Nasdaq does not require fulfilling the filing procedure to the CSRC. However, as advised by our PRC counsel China Commercial Law Firm, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this Offering. If we or our Operating Subsidiary inadvertently conclude that such approvals are not required, we may be required to make corrections, be given a warning, be fined between RMB 1 million and RMB 10 million, warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million, fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering the securities market and our ability to offer or continue to offer our Class A Ordinary Shares to investors could be significantly limited or completed hindered, which could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. Our group may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of the PRC, limit our operations in the PRC, delay or restrict the repatriation of the proceeds from this Offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See the risk factors entitled “The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future” on page 25 and “Substantially all of our operations are in Hong Kong and as a result, we are subject to significant regulatory, liquidity, and enforcement risks associated with operations in China, including the risk that changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. Due to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may exercise significant oversight and exert more control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to overseas investors or obtain foreign investment in us and cause the value of the Ordinary Shares to significantly decline or be worthless” on page 20 for more discussion.

However, since these statements and regulatory actions are new and under development, 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 daily business operations of our Operating Subsidiary, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on U.S. or other foreign exchanges. If any of our Operating Subsidiary is deemed to be an “Operator,” or if Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law or the Trial Overseas Listing Measures becomes applicable to our Operating Subsidiary, the business operation of our Operating Subsidiary and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If our Operating Subsidiary fails to receive or maintain such permissions or if the required approvals are denied, our Operating Subsidiary may become subject to fines and other penalties which may have a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. See the risk factors entitled “Through long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight over the conduct of our business, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations and rules and the enforcement of laws of the Chinese government may also occur and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless” on page 21 and “We and our Operating Subsidiary face uncertainties arising from the possible revision regarding the interpretation and implementation of current and any future PRC laws and regulations related to part of our Operating Subsidiary’s business operations” on page 23 for more discussion.

Additionally, due to long arm provisions under the current PRC laws and regulations, we are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.

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

Implications of Being a “Controlled Company”

Upon completion of this Offering, Invincible Legend Limited will be the beneficial owner of an aggregate of [*] Class A Ordinary Shares which will represent approximately [*]% of the then total issued and outstanding Class A Ordinary Shares, assuming the underwriter does not exercise its over-allotment option. In addition, Invincible Legend Limited will be the beneficial owner of [*] Class B Ordinary Shares, representing 100% of the total issued and outstanding Class B Ordinary Shares. As a result, Invincible Legend Limited will, therefore, have the right to control [*]% of our voting rights. We will be a “controlled company” within the meaning of the New York Stock Exchange or Nasdaq Rules and therefore eligible for certain exemptions from the corporate governance requirements of the NYSE American and Nasdaq listing rules. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

We expect to qualify for and intend to continue to rely on exemptions from certain corporate governance requirements, including the controlled company exemption. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

In addition, Invincible Legend Limited will be able to exert significant control over our management and affairs, including approval of significant corporate transactions. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Implications of Our Being an Emerging Growth Company

As a company with less than US$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 specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase 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. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this Offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Our Being a Foreign Private Issuer

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 emerging growth companies nor foreign private issuers.

In addition, as a company incorporated in Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American or Nasdaq corporate governance listing requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the NYSE American or Nasdaq.

Transfer of cash to and from our subsidiaries 

Our business is conducted through our wholly-owned subsidiary ChainOn HK in Hong Kong. We, as a Cayman Islands holding company, will rely on dividends paid by ChainOn HK as well as the intermediary wholly owned subsidiary incorporated in the BVI, ChainOn BVI, for our Company’s working capital and cash needs, including the funds necessary to pay any dividends.

As of the date of this prospectus, ChainOn HK does not have any history of declaring dividends, and none of our subsidiaries have made any dividends or distributions to the Company. In addition, the Company has not made any dividends or distributions to its shareholders and no dividends, transfers or distributions have been made between any of our subsidiaries. If we decide to pay dividends on any of our Class A Ordinary Shares, as a holding company, we will depend on the receipt of funds from our subsidiaries through dividend payments. We are permitted under the laws of the Cayman Islands to provide funding to our Operating Subsidiary through loans and/or capital contributions without restriction on the amount of the funds loaned or contributed.

We currently intend to retain all of our available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends or distributions in the foreseeable future. We do not have a formal cash management policy. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering operating and financial results, cashflow situation, business conditions and strategies, future operations and earnings, taxation considerations, interim dividends paid, if any and capital requirements and expenditure plans and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. There are risks related to the fact that the PRC government may restrict our ability to transfer cash outside of Hong Kong or fund operations outside of Hong Kong. See the risk factor on page 23 under “Risks Related to Doing Business in Hong Kong – In the event the PRC government restricts or prohibits cash transfers from Hong Kong, our ability to distribute earnings and pay dividends may be impeded, thus limiting our ability to grow our business or receive earnings to the detriment of our investors.” 

Cayman Islands. Subject to the Cayman Act and our Memorandum and Articles of Association, our board of directors may declare dividends and distributions on our Class A Ordinary Shares and authorize payment of the dividends or distributions out of the funds of the Company. Our company may only pay dividends out of profits or share premium, and provided always that under no circumstances a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

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

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

Investors in our Class A Ordinary Shares should note that, to the extent cash in the business is in Hong Kong or a Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC and Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of these subsidiaries by the PRC government or Hong Kong Government to transfer cash. See the risk factor on page 23 under “Risks Related to Doing Business in Hong Kong – In the event the PRC government restricts or prohibits cash transfers from Hong Kong, our ability to distribute earnings and pay dividends may be impeded, thus limiting our ability to grow our business or receive earnings to the detriment of our investors.”

Corporate Structure

We were incorporated in the Cayman Islands on October 9, 2025. Our registered office in the Cayman Islands is at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our principal executive office is at 21/F, G.D. Real Estate Tower, No. 143 Connaught Road Central, Hong Kong SAR. Our telephone number is +852 2297 2027. Our website address is www.chainontech.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is [*], [*].

Reorganization

On October 13, 2025, 8,000 Class A Ordinary Shares and 2,000 Class B Ordinary Shares of the Company, credited as fully paid at par value, were allotted and issued to Invincible Legend Limited, a company wholly-owned by Mr. Wai Lun Lau. ChainOn Technology Limited was incorporated in the BVI as a business company on October 10, 2025, as the Company’s wholly-owned subsidiary. On November 12, 2025, ChainOn Technology Limited acquired 100% equity interest of ChainOn HK from Mr. Wai Lun Lau, at the consideration of US$1,280 (HK$10,000).

Following an internal group Reorganization which was completed on November 12, 2025, ChainOn HK became our indirect wholly-owned subsidiary. Since its incorporation, ChainOn HK has been carrying on the business of integrated technology-services in Hong Kong.

Pre-IPO Investors

On January 21, 2026, our founding shareholder, Invincible Legend Limited, a company wholly owned by Mr. Wai Lun Lau, sold 2,240 Class A Ordinary Shares to Six Pre-IPO Investors, representing 28% of Mr. Wai Lun Lau’s outstanding Class A Ordinary Shares, for US$2,688,000 in total. None of the Six Pre-IPO Investors beneficially owns more than 5% of our Class A Ordinary Shares. After the Share Subdivision and the Pro Rata Allotment were completed on January 27, 2026, Six Pre-IPO Investors held 6,720,000 Class A Ordinary Shares.

Share Subdivision

Following the completion of the Reorganization, on January 27, 2026, the shareholders of the Company approved a subdivision of the Company’s issued and unissued ordinary shares on a 2,500-for-1 basis.

Prior to the share subdivision, the authorized share capital of the Company was US$50,000 divided into 50,000 ordinary shares with a par value of US$1.00 per share, comprised of (i) 40,000 Class A Ordinary Shares and (ii) 10,000 Class B Ordinary Shares, each with a par value of US$1.00 per share.

Upon the effectiveness of the share subdivision, the authorized share capital of the Company became US$50,000, divided into (i) 100,000,000 Class A Ordinary Shares and (ii) 25,000,000 Class B Ordinary Shares. As of the date of this prospectus, 24,000,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares were issued and outstanding.

The chart below sets out our corporate structure after the Offering (assuming no exercise by the underwriters of their over-allotment option). All percentages reflected the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class A Ordinary Shares is entitled to one (1) vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to twenty (20) votes per Class B Ordinary Share:

Notes:

The PRC government may, in the future, disallow our corporate structure, which restrictions would likely result in a material change in our operations and/or in the value of our Class A Ordinary Shares. Such restrictions may cause the value of our Class A Ordinary Shares to decline significantly in value or be rendered worthless. See the risk factors entitled “PRC government may intervene or influence the Hong Kong operations of an offshore holding company, such as ChainOn HK, at any time, which could result in a material change in ChainOn HK’s operations and/or the value of our Ordinary Shares. If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong” on page 22 and “The Chinese regulatory authorities could disallow our organizational structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless” on page 23 for more discussion.

THE OFFERING

RISK FACTORS

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

Risks Relating to Our Business and Industry

We and our Operating Entity have a limited operating history. It will be difficult for you to evaluate our current business performance and future prospects and may increase the risks associated with your investment.

We have a limited operating history for an investor to evaluate our business performance, operating results and prospects. We began our operations in 2017. Our limited historical financial data may not serve as an adequate basis for accurate prediction of our ability to operate in a rapidly evolving market and achieve our expansion plans. Our limited operating history may make it difficult for you to evaluate the risks and uncertainties associated with our operations. As a company with a limited operating history, our ability to forecast our future results or operations is limited and is subject to a number of risks and uncertainties, including our ability to plan for our future growth. You should consider our prospects and future profitability in light of the risks, uncertainties, and difficulties encountered by any new company. Such risks and uncertainties may affect our ability to develop and maintain our range of services for our customers and business partners and to compete with our competitors.

Our historical results of operations and financial performance may not be indicative of our future performance. We cannot assure you that we can be able to increase revenue in the future, and neither can we guarantee that our business expansion will be as successful as expected or that we can achieve profitability in the future.

Owing to our limited operating history, our business model has not been fully proven. If our assumptions about the risks and uncertainties that underlie our business planning are incorrect or changed as a result of market fluctuations, our operation and financial results could differ materially from our expectations and our business performance could be affected. We cannot assure you that we have fully addressed the risks and uncertainties that we may face in the future, and if we fail to do so, our business, financial condition, and results of operations could be adversely affected.

If our technology services contain serious errors, defects, security vulnerabilities or bugs, our business, financial condition and results of operations could be adversely affected.

Our reputation and capability to attract and retain customers, to a large extent, depend on the reliability of our technology services and applications. Our customers have high expectations towards the quality and performance of our solutions in relation to the content, features, services, sensibility, etc., thereof. Though we constantly perform tests on our technology services, we may not be able to completely eliminate the possibility of errors, defects, security vulnerabilities, or bugs resulting from internal and/or third-party mistakes that are difficult to detect and correct, such as connectivity failure, natural disasters, and cyber-attacks that are beyond our control. Our technology services may not be perfectly and adequately designed and we may not be able to eliminate the risk of poor performance. There may be defects in the functionality of our technology services and applications, and any errors, failure or bugs may result in:

If our customers are unable to execute user acceptance test or are unsatisfactory of the results therein, our business, financial condition and results of operations could be adversely affected.

Once our customers have accepted the results of the user acceptance tests, our service is deemed to be completed and the invoice for final payment is then issued to the customers. During the execution of the user acceptance test, our customers will test our project deliverables to determine whether the project deliverables can handle the required tasks and execute functions in accordance with the specifications. We normally run our project deliverables through user acceptance tests or a software auditing program before presenting the same to our customers. Nonetheless, there is no assurance that all the bugs, errors or flaws in our solutions, if any, have been detected and corrected. Should our customers find our solutions unsatisfactory, we may have to amend our project deliverables and the user acceptance test may need to be performed multiple times until our project deliverables are acceptable to our customers. If we are unable to resolve all problems that arise from the project deliverables or if our customers are unable to execute a user acceptance test due to customers’ internal difficulties, the occurrence of natural disasters and other catastrophic or force majeure events, such as health epidemics, cyberattack, power loss, telecommunications failure, political unrest, terrorist attacks, war, riots, and other geo-political unrest, the completion of our project may be postponed indefinitely. We may, as a result, not be able to receive our final payment and our project efforts may be in vain. Any interruptions, delays, or failures resulting from our inadequacies, unperceived events or actions beyond our control could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we fail to obtain the capital necessary to fund our operations and to grow our business, our business performance, financial condition and our ability to continue as a going concern will be adversely affected.

We may need to raise additional funds in the future to support our business expansion and continued development and research. We may need to sell equity or debt securities to raise additional funds, which, however, may be difficult for us. The sale of additional securities will also likely dilute our existing shareholders. Additional financing may not be available in amounts or on terms satisfactory to us or at all. We may be unable to raise additional funds due to various factors, including our financial condition and the general condition of the financial markets. If we fail to raise additional funds, our expansion plans may be ceased or delayed whereby our business may not grow at the rate we expect and as a result, investors’ perceptions of our business and our prospects may be adversely affected.

If we fail to expand the features and capabilities of our solutions or effectively respond to the rapidly evolving technology services market in Hong Kong, our business, financial condition, results of operations and growth prospects would be materially and adversely affected.

The growth of our business is mainly dependent on our ability to adjust, enhance and integrate our technology services with a variety of software platforms, hardware, network, cloud and other technologies. We need to continuously modify and enhance our services to adapt to changes and innovation in these technologies. Inability to modify our solutions or services to adapt to changes will hinder our ability to deliver services to our customers

As a technology services service provider, we expand our business by expanding the features and capabilities of our technology services that leverage cutting-edge technologies with a view to help our customers achieve digitalization of their operations. We also face the challenge of the rapidly evolving technologies, changing industry standards, continued launch of new services by other market players and increasingly diversified customer needs and preferences.

However, the process of research and development is complex and may require significant time and spending. We are unable to provide an accurate projection on the financial impact that new technologies may bring. If we invest in research and development that does not achieve significant commercial success, we may not be able to recover both our initial development cost and opportunity cost (i.e. reallocation of human and financial resources which could have brought other sources of income and opportunities). The failure to efficiently develop cloud-based solutions that are satisfactory to customers’ needs may result in financial loss and may further lead to a loss of potential and existing customers.

Our financial performance may deteriorate for reasons, some of which are beyond our control, such as increase in market players, reduction in market size, shift in customer preference and change in government policy or local economic condition etc.

We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

If we are unable to effectively address these risks, our prospects, business, financial condition and results of operations could be materially and adversely affected.

Our Operating Entity relies on its ability to attract new customers and retain existing customers, and any failure to do so could materially and adversely affect our business, financial condition, and results of operations.

We generally do not enter into long-term agreements with our project development service customers. Upon completion of a project, these customers may convert to our advisory and support services on a recurring basis; however, we may not be their exclusive technology service provider. Our customers generally engage us either for the one-time development and setup of customized software or blockchain projects, or, depending on the nature of the projects, for the provision of maintenance and support services on a recurring basis. Our ability to attract new customers and retain existing ones on terms favorable to us is critical to sustaining and increasing our revenue.

As part of our growth strategy, we rely significantly on business relationships and referrals from existing customers, some of whom are established enterprises and market leaders in their respective industries. However, we cannot assure you that our current customers will continue to recommend our services to others, particularly to their peers or competitors. If this referral-based strategy proves less effective than anticipated, we may not be able to maintain our current revenue levels or profitability.

In addition, our ability to attract new customers and retain existing ones could be adversely affected if competitors introduce lower-cost, more advanced, or differentiated solutions that are perceived as superior in terms of functionality, technology, or service quality. In such cases, our ability to renew existing agreements, secure new engagements, or expand our relationships with current customers could be impaired. The loss of any key customer or a reduction in the scope or frequency of customer engagements could materially and adversely affect our business, financial condition, and results of operations.

Moreover, factors beyond our control may also negatively impact customer retention. For example, restructuring activities, budgetary constraints, or economic downturns affecting our customers and their industries may lead to project delays, cancellations, or reduced demand for our technology solutions. Changes in government policies, regulatory developments, or market conditions in the technology and blockchain sectors could likewise result in the suspension or termination of customer engagements. Any such developments could materially and adversely affect our business, financial condition, and results of operations.

The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be adversely affected.

The market for technology service providers in Hong Kong is rapidly evolving and competitive. We face competition in various aspects of our business, including, among others, the comprehensiveness and adaptability of our technology services, ability to continuously innovate services and solutions, and expertise in developing industry specific solutions. Some of our competitors can devote significantly more resources than us in relation to the development, promotion and sales of their services and many have the ability to initiate or withstand substantial price competition. Some of our competitors may have longer operating history, established strong brand recognition, more established relationship with technology partners and customers, robust technological capabilities and significant financial resources which enable them to offer comparable technology solutions or own similar business scale to us at a lower price. Current or potential competitors of similar size of us may also be acquired by international or large- scale technology companies with significantly greater resources and therefore gain competitive advantages. In order to attract more customers, new entrants into the industry may offer competitive pricing that we cannot keep up with. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their service offerings or resources and ability to compete. With the introduction of new technologies and entry of new market participants, we expect competition to continue to intensify in the future. There is no guarantee that we will be able to sustain our competitive advantage or to effectively implement our business strategies. If our competitors are successful in bringing their solutions or services to the market earlier than us, or if their solutions or services are less expensive or more technologically capable than ours coupled with pricing pressure and increased competition, our business, operation and financial performance could be adversely affected.

Furthermore, since there are essentially no geographical limits for technology related services, our potential customers are not limited to the option of engaging local companies like us. We therefore face competition from both global and local market players.

Intensifying competition may also result in certain developments in our industry, such as downward competitive pressure on the service fees we charge, expansion by existing competitors, adoption by our competitors of innovative technology solutions or comparatively effective branding efforts, any of which may have a material adverse impact on our financial condition, results of operations and growth prospects. Increased investments made and lower prices or innovative services offered by our competitors may require us to divert significant managerial, financial and human resources in order to remain competitive, and ultimately may place a greater pressure on us to maintain our market share and negatively impact the revenues growth and profitability of our business.

As we intend to expand our operation to overseas markets, we may face competition from a larger number of prestigious companies with greater brand recognition, better developed systems, wider market acceptance and larger existing customer base.

If we are not able to compete effectively, the number of our customers may decrease and our market share and profitability may be negatively affected, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation.

Our Operating Entity is exposed to risks related to concentration of earnings, and it may have a material adverse effect on our financial condition and results of operations.

We currently derive a substantial portion of our total revenue from contracts secured with a few customers. For the six months ended October 31, 2025, two customers accounted for 36% and 34% of the Company’s total revenues respectively. For the six months ended October 31, 2024, three customers accounted for 10% or more of our total revenues. Revenues from these three customers accounted for 42%, 24% and 20% of our total revenues, respectively. For the year ended April 30, 2025, four customers accounted for 25%, 21%, 12% and 10% of the Company’s total revenue, respectively. For the year ended April 30, 2024, three customers accounted for 35%, 19%, and 14% of the Company’s total revenue, respectively. We cannot guarantee that the volume of revenue we earn from our major customers will remain consistent in the future. Any substantial change in our business relationships with these customers, whether due to actions by our competitors, regulatory authorities, industry factors or otherwise, could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our Operating Entity had customer concentration, with a significant portion of our revenues and accounts receivable attributable to a limited number of major customers.

For the six months ended October 31, 2025, two customers accounted for 10% or more of the Company’s total revenues. Revenues from these customers, with Customer A contributing US$929,313 and Customer K contributing US$877,538, accounted for 36% and 34% of the Company’s total revenues, respectively. For the six months ended October 31, 2024, three customers accounted for 10% or more of our total revenues. Revenues from these three customers accounted for 42%, 24% and 20% of our total revenues, respectively. For the year ended April 30, 2025, four customers accounted for 10% or more of our total revenues, collectively representing approximately 74% of our total revenues. Revenues from Customer A, Customer B, Customer C, and Customer D amounted to approximately US$552,043, US$462,303, US$256,835, and US$218,310, representing 25%, 21%, 12%, and 10% of our total revenues, respectively. For the year ended April 30, 2024, three customers accounted for 10% or more of our total revenues, collectively representing approximately 68% of our total revenues, with Customer D, Customer E, and Customer F contributing approximately US$461,547, US$245,095, and US$184,075, representing 35%, 19%, and 14%, respectively.

In addition, as of October 31, 2025, two customers accounted for 10% or more of our total accounts receivable, collectively representing approximately 71% of this total. Accounts receivable from Customer K and Customer A amounted to approximately US$374,726 and US$181,921, respectively, representing 48% and 23% of the total accounts receivable. As of April 30, 2025, four customers accounted for 10% or more of our total accounts receivable, collectively representing approximately 69% of our total accounts receivable. Accounts receivable from Customer A, Customer G, Customer H, and Customer I amounted to approximately US$120,055, US$38,686, US$36,979, and US$32,238, representing 36%, 12%, 11%, and 10%, respectively. As of April 30, 2024, two customers accounted for 10% or more of our total accounts receivable, with Customer E and Customer J contributing approximately US$25,380 and US$3,836, representing 87% and 13%, respectively.

This level of customer concentration exposes us to a heightened degree of credit and business risk. If any of these major customers were to delay payments, reduce or discontinue their business with us due to commercial disputes, financial distress, changes in their operations, regulatory constraints, or other unforeseen events, our liquidity, cash flows, and results of operations could be materially and adversely affected. Because a significant portion of our revenues is concentrated among a limited number of major customers, the loss of one or more of these customers would require us to rapidly identify and develop new customer relationships. We may not be able to do so in a timely manner, on commercially favorable terms, or at all, given the relationship-driven nature of our business.

Our dependence on these major customers also increases our exposure to risks tied to their financial health, operational capacity, and reputational performance. If any such customer experiences declining demand, delayed or reduced payments, or adverse business developments, our revenues and financial condition could be materially and adversely affected, regardless of the stability of our own operations.

Our Operating Entity relies on a limited number of suppliers to support our project development services and advisory and support services, and any disruption in these relationships could materially and adversely affect our business.

Our project development services and advisory and support services depend on a limited number of external suppliers that provide key technical resources, program execution support, and other outsourced services necessary for the delivery of our offerings. For the six months ended October 31, 2025, two suppliers accounted for 10% or more of our total cost of revenues. For the years ended April 30, 2025 and 2024, three and two suppliers, respectively, accounted for 10% or more of our total cost of revenues. Because a substantial portion of our service costs is concentrated among a small group of suppliers, our business and results of operations are significantly dependent on the continuation of these supplier relationships.

If we were to lose one or more of these major suppliers due to changes in commercial terms, disputes, operational disruptions, regulatory constraints, financial difficulties, or other unforeseen events, we may not be able to source alternative suppliers in a timely manner, on comparable terms, or at all. Any interruption in service or inability to replace suppliers could result in delays in project execution, reduced service quality, increased costs, or loss of customers, any of which could materially and adversely affect our operations, revenues, and financial condition.

In addition, our reliance on a limited number of suppliers increases our exposure to risks tied to their financial stability, operational capacity, staffing resources, and reputation. If any major supplier experiences negative developments, such as staffing shortages, regulatory non-compliance, disputes with subcontractors, operational failures, or financial distress, our project development services and advisory and support services could be disrupted, even if our internal operations remain stable, which may materially and adversely affect our business and results of operations. 

Our business is subject to system and data security risks, and our existing security measures may be inadequate to address these risks, making our systems susceptible to compromise, which could materially adversely affect our business, results of operations, financial condition and prospects.

As a technology solution service provider in Hong Kong, our Operating Entity is expected to be the target of cyberattacks, distributed denial of service attacks, hacking and phishing attacks, security breaches, computer malware, and other malicious internet-based activities, our business is therefore subject to these risks. While we and our Operating Entity have adopted and implemented security protocol, network protection mechanisms, applicable recovery system or other defense procedures, we cannot assure you that these measures are, or will be, adequate to prevent any of such attacks and protect us from any network or service interruptions, system failures or data losses. We and our Operating Entity may not be able to anticipate or prevent all techniques that could be used to obtain unauthorized access to our systems because such techniques may change frequently and are generally not detected until an incident has occurred. Additionally, we cannot be certain that we will be able to address any vulnerabilities in our solutions that we may become aware of in the future. Attacks or security breaches could delay or interrupt our services provided to our customers and their end-customers, damage our reputation and brand, expose us to risks of potential litigation and liabilities, and require us to expend significant capital and other resources to alleviate problems caused by such attacks or security breaches.

Furthermore, any security incident, if happens to us, or to others, such as our customers, may lead to public disclosures and widespread negative publicity for us or our customers who may lose confidence in the security of our solutions. Concerns regarding privacy, data protection, and information security may cause some of our customers to stop using our solutions and decline to renew their subscriptions and make it harder for us to attract new customers. To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Future investments or acquisitions may not be successful.

In addition to organic growth, we may take advantage of opportunities to invest in or acquire additional businesses, services, assets or technologies. However, we may fail to select appropriate investment or acquisition targets, or we may not be able to negotiate optimal arrangements, including arrangements to finance any acquisitions. Acquisitions and integrations of new assets and businesses into our own would require significant capital and our management attention and could result in a diversion of resources away from our existing business. Investments and acquisitions could result in the use of substantial amounts of cash, increased leverage, potentially dilutive issuances of equity securities, goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business, and the invested or acquired assets or businesses may not generate the financial results we expect.

Our project completion cycle can be unpredictable and longer than expected, which may result in increased time, costs, and resource allocation that could adversely affect our operating results.

The timing of project completion for our customized software and blockchain development services can fluctuate and is often difficult to predict. The length of our project cycle, from initial design to final delivery, generally ranges from one to six months but can vary substantially depending on the project’s scope, complexity, and customer requirements. In certain cases, project timelines may extend beyond seven months due to changes in client specifications, additional feature requests, or delays in customer approvals.

Because our services are highly customized, our projects typically involve an extended discussion and coordination process with clients, including frequent adjustments to deliverables. Larger enterprise clients, in particular, often conduct lengthy internal evaluation and approval procedures, which can prolong project execution and completion. Additionally, customers may request new functionalities or design modifications during implementation, leading to scope expansion and further delays.

As a result, we may face challenges accurately forecasting project duration and managing multiple concurrent projects. These uncertainties could impair our ability to allocate technical and project management resources efficiently, potentially increasing staffing needs and operating expenses. If our expectations regarding project timelines prove inaccurate, or if delays become more frequent, our costs could rise and our operating results could be adversely affected.

Our growth depends on the effectiveness of our sales and marketing strategies, and ineffective marketing efforts could adversely affect our business, financial condition, and results of operations.

Our ability to expand our customer base and increase market recognition depends in part on the effectiveness of our sales and marketing activities. We primarily promote our technology solutions through a relationship-driven approach that emphasizes referrals, event sponsorships, and direct engagement with potential clients. Our marketing efforts are currently managed by our in-house team and supplemented by participation in industry events, sponsorship of community initiatives, and collaboration with business partners to enhance brand visibility.

We plan to allocate additional resources to strengthen our marketing presence and support brand awareness through activities such as hosting seminars, sponsoring industry and community events, and developing digital marketing campaigns to reach potential clients. These initiatives will require substantial expenditures, and there is no assurance that such investments will result in a proportionate increase in revenue. Even if these activities generate new business opportunities, the incremental revenue may not be sufficient to offset the additional marketing expenses incurred.

If we are unable to effectively execute our marketing strategies or maintain our reputation among existing and potential clients, we may fail to attract new customers or retain current ones. Furthermore, if competitors implement more effective marketing or offer more attractive services, our ability to maintain market share could be adversely affected. As a result, our business, financial condition, and results of operations could be materially and adversely impacted.

If we are unable to develop, maintain, and enhance our brand and reputation in a cost-effective manner, our growth strategies may be hindered and our business may be adversely affected.

Our brand and reputation are some of the decisive factors in attracting new customers who determine whether to engage us for our services. We believe that our brand name and reputation are important corporate assets that differentiate our services from those of our competitors. As such, we have strategically offered services at a lower than market price for reputable and large-scale customers at the early stages of our business, with the aims to build our profile and to enhance reputation. However, our brand and reputation may be harmed and will be susceptible to factors, including but not limited to:

We cannot assure that such negative events will not happen in the future. If these events happen and we fail to recover from destruction to our brand and reputation successfully, we may experience a significant decline in demand for our services, decrease in investor confidence, reduction of the value of our brand and ultimately result in a material adverse effect to our business and prospects.

If we are unable to effectively recruit, retain, and train qualified project management personnel, or if we fail to maintain stable relationships with our third-party development vendors, our growth and operations may be adversely affected.

Our business model relies on a combination of our in-house team, which is responsible for project design, technical supervision, and client management, and third-party development vendors that execute most of the software programming and implementation work. Accordingly, our ability to successfully deliver high-quality projects and pursue growth opportunities depends on both retaining skilled internal personnel and maintaining reliable, long-term relationships with qualified external vendors.

Our Operating Entity competes with other technology companies and professional service firms for experienced project managers, system architects, and technical consultants in Hong Kong. Some of these competitors may have greater financial and human resources and may be able to offer more attractive compensation or benefits than our Operating Entity can. If our Operating Entity is unable to attract or retain qualified employees, our Operating Entity’s capacity to oversee multiple concurrent projects, ensure quality control, and maintain customer satisfaction may be impaired.

In addition, our reliance on external vendors exposes us to the risk of capacity constraints, quality issues, or delays in project delivery if any vendor experiences operational difficulties, staffing shortages, or ceases to cooperate with us. Replacing or onboarding new vendors could require additional time, costs, and training, which may disrupt ongoing projects and reduce operational efficiency. If we fail to effectively manage and train our internal team or maintain stable relationships with our development vendors, we may face difficulties in executing projects on schedule and according to client specifications, which could adversely affect our reputation, business, financial condition, and results of operations.

Natural disasters and other catastrophic or force majeure events could materially and adversely affect our business.

Occurrence of natural disasters and other catastrophic or force majeure events, such as health epidemics, cyberattack, power loss, telecommunications failure, political unrest, terrorist attacks, war, riots, and other geo- political unrest could lead to damage and disruption to our operation and may affect our business or the economy as a whole. In the event of natural disaster or catastrophic events, we may experience corruption or loss of data, dissipation of trade secrets, system malfunction, and interruption of our service. We may not be able to operate our business and may endure system interruptions, delay in research and development, halt in system maintenance, reputation harm, degradation of infrastructure and suspension of service. We are highly susceptible to factors that specifically affect Hong Kong, and we may have to temporarily suspend our services under any event that results in disruption to our critical business functions in Hong Kong. Any such events affecting our ability to conduct normal business operations could materially impact our business, financial condition and operating results.

We rely on our CEO, CFO and our key management and professional staff. The loss of key team members could affect our operations and our business may be severely disrupted.

We have an experienced and capable management team, including Mr. Lok Him Kelvin Yan, our Chief Executive Officer and Chairman of the Board of Directors, and Mr. Leo Leong, our Chief Financial Officer and Director Nominee, who are responsible for managing our daily operations and customer relations, implementing our business strategies, pricing, overseeing financial performance and supervising employees. They are the key for our internal and external management. If we lose any members of our management team, we may face difficulties in executing our current plans and strategies, our business could be harmed and our growth prospects may be inhibited. negotiating, planning, pricing, new product development and product execution

On the other hand, execution of customer’s requests and operation of our business is dependent on our highly skilled personnel, which consist of high-level developers who are able to perform advanced technical services. Because we operate in a relatively new industry that requires highly skilled technical personnel, our future success is vastly dependent on the talents, their experiences, and contributions they may provide. If we lose our high-level developers including software engineers, programmers and coders, we may not be able to efficiently direct our front-end, back-end and application developers, which will limit our ability to accurately execute our customers’ instructions. We may also experience difficulties in hiring and retaining such personnel with desired qualifications with a competitive salary. These factors could disrupt our operations and have a material adverse effect on our business.

Any unexpected and prolonged disruption to the access of our business premises may adversely affect our business.

As we have only one business premise in Hong Kong, if there is any unexpected and prolonged disruption of usage or access to our business premises, such as fire or power failure and we cannot timely relocate our business premises to another suitable location with well-equipped facilities, the normal operation of our group and thus our business, results of operations and financial position will be adversely affected.

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

The vast majority of our customers are operating in Hong Kong. Our business and results of operations may indirectly be adversely affected by changes in political, economic and social conditions or the relevant policies of the PRC government, such as changes in laws and regulations (or the interpretations thereof), measures which might be introduced to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and the imposition of additional export restrictions. Furthermore, a significant portion of economic activities in the PRC are export-driven and, therefore, are affected by developments in the economies of the principal trading partners of the PRC and other export-driven economies. In the past, the PRC government has implemented a number of measures to prevent the PRC economy from overheating and their current policy is to boost domestic spending. Many of the economic reforms undertaken by the PRC government are unprecedented and may be subject to change, revision or abolition. We can offer no assurance that the PRC government will continue to pursue a policy of economic and social reform. The policies and other measures taken by the PRC government to regulate the PRC economy and social condition may adversely affect our operating and financial results.

Because we or our Operating Entity do not retain intellectual property rights to the software solutions we develop for our clients, our ability to build proprietary assets and long-term competitive advantages may be limited.

Under our current business model, all software and blockchain solutions developed under our project development services are owned by our clients. We or our Operating Entity do not retain any intellectual property rights to the software, code, or related technology created through our projects. As a result, we are unable to reuse or commercialize such software for other clients or for our own future development, which may limit our ability to build a portfolio of proprietary technologies, products, or intellectual property assets.

This structure may constrain our long-term growth potential and competitive advantage compared to other technology service providers that own or license proprietary platforms or reusable software frameworks. In addition, because our Operating Entity relies primarily on fee-based project income rather than recurring revenue derived from proprietary products or technologies, our business and revenue streams are more directly tied to our ability to continuously secure new projects.

If we and our Operating Entity are unable to develop or acquire proprietary technologies in the future, or if our clients restrict us from referencing or adapting past work for new projects, our ability to scale efficiently and enhance our market competitiveness may be adversely affected. As a result, our business, financial condition, and results of operations could be materially and adversely impacted.

Risks Relating to Doing Business in Hong Kong

Ongoing geopolitical tensions could materially and adversely affect our business, financial condition and results of operations.

We may face risks associated with heightened geopolitical and economic tensions, including the evolving relationship between the United States and China, as well as armed conflicts, civil unrest, terrorism and other hostilities in various regions, such as Hamas and Israel, as well as further escalation of tensions between Israel, the U.S., and various countries in the Middle East, including hostilities involving Iran, and North Africa. These developments have contributed to increased global uncertainty and may result in economic instability, market volatility, disruptions to international trade and logistics, supply chain interruptions and changes in regulatory and trade policies, any of which could adversely affect our operations and consumer demand.

In particular, the United States and China have from time to time implemented, proposed or considered additional tariffs, sanctions, export controls and other restrictive measures affecting cross-border trade and investment. These actions, including those arising from investigations and enforcement actions under U.S. trade laws (such as Section 301 of the Trade Act of 1974), as well as any retaliatory measures by China or other jurisdictions, may increase the costs of importing products, restrict the movement of goods, disrupt shipping and logistics, and increase uncertainty for businesses engaged in cross-border commerce. Trade policies and restrictions may change rapidly and unpredictably, and further escalation could materially and adversely affect our business and operating results.

Historically, trade disputes and geopolitical tensions have adversely affected global economic conditions and the stability of financial and capital markets. Heightened uncertainty may also discourage investment in securities issued by China-based companies, including our Company, and negatively impact the trading price and liquidity of our Class A ordinary shares. In addition, any further restrictions, enhanced scrutiny or limitations on the trading of securities issued by China-based companies could adversely affect our access to capital and our ability to raise funds on acceptable terms, or at all.

Such geopolitical tensions, trade disputes and regional conflicts may negatively affect Hong Kong’s macroeconomic environment and consumer sentiment, and may lead to reduced discretionary spending and weaker demand for consumer products and services. In addition, these developments may disrupt global supply chains and logistics, increase shipping and procurement costs, and result in longer delivery times, any of which could adversely affect Hong Kong-based businesses, including us. Heightened market volatility and uncertainty may also adversely impact the availability of capital and the cost of financing for companies operating in Hong Kong. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

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

The Company is a holding company and we conduct our operation through our Operating Subsidiary ChainOn HK in Hong Kong. ChainOn HK’s operations are primarily located in Hong Kong. Hong Kong is a Special Administrative Region of the PRC. The laws previously enacted in Hong Kong, that is, the common law, rules of equity, ordinances, subordinate legislation and customary law are maintained. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system and parliamentary system. Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

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

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

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

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

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

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

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

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

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

The PRC government may intervene or influence the Hong Kong operations of an offshore holding company, such as ChainOn HK, at any time, which could result in a material change in ChainOn HK’s operations and/or the value of our Ordinary Shares. If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

We are a holding company and we mainly conduct our operations in Hong Kong through ChainOn HK. ChainOn HK does not have operations in Mainland China or are not regulated by any regulator in Mainland China as of the date of this prospectus. Hong Kong is a special administrative region of the PRC and, except for the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong. However, due to long-arm provisions under the current PRC laws and regulations, there remain regulatory and legal uncertainties with respect to the implementation of the PRC laws and regulations to Hong Kong. The PRC government may intervene or influence the operations in Mainland China of an offshore holding company at any time, which, if extended to ChainOn HK’s operations in Hong Kong, could result in a material change to ChainOn HK’s operations and/or the value of our Ordinary Shares. In the event that we or ChainOn HK was to become subject to the PRC laws and regulations, the legal and operational risks associated with being based in and having operations in the PRC, will also apply to the operations in Hong Kong. We face the risks and uncertainties associated with the PRC legal system, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like ChainOn HK and us.

We are aware that the PRC government has recently indicated an intent to exert more oversight and control over listings conducted overseas and/or foreign investment in issuers based in Mainland China. For instance, on July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the supervision over overseas listings by companies in Mainland China.

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Overseas Listing Measures published by CSRC on February 17, 2023 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. It remains uncertain as to the enactment, interpretation, and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. The PRC laws and regulations are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiary operations at any time could result in a material change in our operations and/or the value of our securities.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is a significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause the value of our Ordinary Shares significantly decline or be worthless.

As of the date of this prospectus, we have no operations in Mainland China. As a Hong Kong-based issuer, we are not materially affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, as advised by our PRC counsel. However, we cannot assure you that the oversight and control will not be extended to companies operating in Hong Kong such as ChainOn HK in Hong Kong and the PRC government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers, and if we were to be subject to such oversight and control, it may limit, or even completely hinder, our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

Our financial condition, results of operations, the value of our Ordinary Shares and/or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to us and ChainOn HK.

ChainOn HK has no operations in Mainland China, as of the date of this prospectus. While our principal executive office is located, and our Operating Subsidiary’s business substantively operates, in Hong Kong, a special administrative region of China, a minimal portion of suppliers of ChainOn HK are Mainland Chinese entities. There is no guarantee that if certain existing or future PRC laws become applicable to us and our Operating Subsidiary, they will not have a material adverse impact on the business of our Operating Subsidiary in Hong Kong, our financial condition and results of operations and/or our ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly decline or be worthless.

Except for the Basic Law, national laws do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and are applied locally by promulgation or local legislation. National Laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs, as well as other matters outside the limits of the autonomy of Hong Kong. PRC laws and regulations relating to data protection, cyber security and the anti-monopoly have not been listed in Annex III and, thus, they may not apply directly to Hong Kong.

The PRC laws and regulations are evolving, and their enactment timetable, interpretation and implementation may be revised from time to time. To the extent any PRC laws and regulations become applicable to us and our Operating Subsidiary, we and our Operating Subsidiary may be subject to the risks associated with the legal system in Mainland China, including with respect to the enforcement of laws and the possibility of changes of rules and regulations, which could materially and adversely affect our financial condition and results of operations.

We and our Operating Subsidiary face uncertainties arising from the possible revision regarding the interpretation and implementation of current and any future PRC laws and regulations related to part of our Operating Subsidiary’s business operations.

As a minimal portion of our Operating Subsidiary’s suppliers are mainland China nationals, business operations related to such suppliers may be subject to certain PRC laws and regulations. The legal system in Mainland China is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases may be cited for reference but have less precedential value. The laws, regulations, and legal requirements in Mainland China are quickly evolving and may be revised from time to time. These revisions could affect our Operating Subsidiary’s business operations related to customers from Mainland China. In addition, we and our Operating Subsidiary cannot predict the effect of future developments in the legal system of Mainland China, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof.

New laws and regulations may be enacted from time to time and there may be substantial revisions regarding the interpretation and implementation of current and any future PRC laws and regulations with little advance notice. In particular, the PRC governmental authorities may continue to promulgate new laws, regulations, rules and guidelines governing new economy companies with respect to a wide range of issues, such as privacy and data protection, and other matters, which may affect our Operating Subsidiary’s business operations relating to customers from Mainland China. If these laws, regulations, rules and guidelines are deemed to be applicable to us and our Operating Subsidiary, we cannot assure you that we and our Operating Subsidiary will be able to comply with them in all respects, and we and our Operating Subsidiary may be ordered to rectify and terminate any actions that are deemed to be illegal by the PRC governmental authorities and may become subject to fines and other government sanctions, which may materially and adversely affect the business of our Operating Subsidiary in Hong Kong, and our financial condition and results of operations.

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

Further, there are currently no restrictions or limitations under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between ChainOn Group Limited, the ultimate holding company, and ChainOn HK, the wholly-owned operating subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to fund operations outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from ChainOn HK See “Transfers of Cash to and from our Subsidiaries” on page 10 for more detailed discussion.

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

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

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

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

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

On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017.

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

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

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

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

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

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

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

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

As advised by our PRC counsel China Commercial Law Firm, we believe that we have been in compliance with the data privacy and personal information requirements of the CAC. Neither the CAC nor any other PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiaries’ operations.

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

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

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

As advised by our Hong Kong counsel, Stevenson, Wong & Co., we are of the view that we are not likely to be in breach of the PDPO and the PDPAO, for the following reasons: (i) using our products and services do not require providing applicable users’ personal information and (ii) we possess a minimum amount, if not none of the personal information in our business operations. Nonetheless, we are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy may continue to evolve. We cannot assure you that the governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. We may be subject to investigations and inspections by government authorities regarding our compliance with laws and regulations on data privacy, and we cannot assure you that our practices will always fully comply with all applicable rules and regulatory requirements. In addition, laws, regulations and standards on data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial costs or require us to change our business practices.

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

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

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

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

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

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

Additionally, due to long arm provisions under the current PRC laws and regulations, we are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.

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

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

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

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

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

Our operations in HK are subject to special PRC considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. Our operating results may be adversely affected by changes in the political and social conditions in HK, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Similarly, Hong Kong’s economy differs from the economies of most developed countries in many respects, including the amount of PRC government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Economic conditions in Hong Kong are sensitive to global economic conditions. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.

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

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

The HFCAA was enacted on December 18, 2020. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

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

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

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

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

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

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

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

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

Our auditor, J&S Associate PLT, an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in Malaysia. As of the date of this prospectus, our auditor is not subject to the PCAOB determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong.

Directors and Officers of the Company will be subject to new public reporting obligations under the Holding Foreign Insiders Accountable Act, which may increase compliance costs, reputational risks, and regulatory enforcement risks. 

The HFIAA was signed into law on December 18, 2025. Pursuant to the HFIAA, beginning March 18, 2026, directors and officers of foreign private issuers (FPIs), such as our company, will be required to publicly disclose their beneficial ownership of, and transactions in, the company’s equity securities under Section 16(a) of the Securities Exchange Act of 1934. This represents a significant change, as directors and officers of FPIs were not previously required to comply with Section 16(a) reporting obligations.

Pursuant to the HFIAA, the following reporting requirements will apply to our directors and officers:

While insiders of FPIs remain exempt from the short-swing profit disgorgement rules under Section 16(b) and the short-sale restrictions under Section 16(c), failure to comply with Section 16(a) reporting obligations may result in penalties or enforcement actions by the SEC.

The public disclosure of insider holdings and transactions may expose our directors and officers to reputational risks or scrutiny from investors, regulators, or media, which could negatively impact the market perception of our company. Additionally, the administrative burden and costs associated with preparing and filing these reports may increase our compliance costs.

If our directors and officers fail to comply with these new reporting obligations, it may lead to regulatory penalties or enforcement actions, which could adversely affect our business, reputation, and financial condition. The increased transparency of insider trading activity may also impact investor confidence in our company or the market price of our securities.

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

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

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

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

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

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

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

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

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

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

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

The market price of our Class A Ordinary Shares could decline as a result of future sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur. Future sales, or perceived sales, of substantial amounts of the shares could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have 24,000,000 Class A Ordinary Shares outstanding. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and Class A Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up agreements. There will be [*] Class A Ordinary Shares outstanding immediately after this Offering assuming the underwriters do not exercise their over-allotment option.

In connection with this Offering, our directors and officers named in the section “Management,” and certain shareholders have agreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent of the underwriter, subject to certain exceptions. However, the underwriter may release these securities from these restrictions at any time. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this Offering.

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

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

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

We currently intend to retain all of our available funds and any future earnings after this Offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends or make any distributions in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our securities will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased our Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.

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

If you purchase Class A Ordinary Shares in this Offering, you will pay substantially more than the corresponding amount paid by existing shareholder for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[*] per Class A Ordinary Share, representing the difference between our net tangible book value per Class A Ordinary Share of US$[*] as of April 30, 2025, after receiving the net proceeds to us from this Offering, assuming no change to the number of Class A Ordinary Shares offered by us as stated on the cover page of this prospectus and an assumed public offering price of US$[*] per Class A Ordinary Share (being the mid-point range of US$[*] and US$[*] per Class A Ordinary Share). See “Dilution” for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this Offering.

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

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

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

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

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

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

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

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations” on page 94.

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, including the election of directors, amendment of memorandum and articles of association and approval of major corporate transactions, while holders of Class B Ordinary Shares will be entitled to twenty (20) votes per share. Due to the disparate voting powers associated with our two classes of ordinary shares, Mr. Wai Lun Lau, our controlling shareholder, through Invincible Legend Limited, will beneficially own approximately [*]% of our outstanding Class A Ordinary Shares and 100% of our Class B Ordinary Shares, representing [*]% of the total voting power of the aggregate voting power of our Company immediately following the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option. The interests of our controlling shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our controlling shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

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

As of the date of this prospectus, Mr. Wai Lun Lau indirectly beneficially owns approximately [*]% of our issued and outstanding Class A Ordinary Shares through Invincible Legend Limited. Upon completion of this Offering, he will be the beneficial owner of an aggregate of [*] Class A Ordinary Shares which will represent [*]% of the then total issued and outstanding Class A Ordinary Shares or [*]% if the Over-Allotment Option is exercisable in full. In addition, Invincible Legend Limited holds [*] Class B Ordinary Shares which together with the [*] Class A Ordinary Shares held by it, will control [*] % our entire voting issued capital.

Accordingly, Invincible Legend Limited, or Mr. Wai Lun Lau through Invincible Legend Limited, could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of Invincible Legend Limited, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our Class A Ordinary Shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholder” on page 80.

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

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

As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Accordingly, a majority of the members of our board of directors might not be independent directors and our nomination and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. We expect to qualify for and intend to continue to rely on exemptions from certain corporate governance requirements, including the controlled company exemption.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American or Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE American or Nasdaq corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on NYSE American or Nasdaq, we may rely on provisions in the NYSE American or Nasdaq corporate governance listing standards that allow us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the NYSE American or Nasdaq.

For example, we may be exempt from the NYSE American or Nasdaq regulations that require a listed U.S. company to:

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the NYSE American or Nasdaq.

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

We are incorporated under the laws of Cayman Islands as an exempted company with limited liability Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which is generally persuasive authority, but is not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions of the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will, in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands business companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions, such as the U.S. Currently, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, our shareholders will be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

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 Share.

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 our internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a group of private companies with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements for the years ended April 30, 2025 and 2024, we 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, 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.

Material weaknesses that have been identified are summarized as the followings: (1) lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and (2) inadequate segregation of duties for initiating, authorizing, recording, and processing journal entries due to limited staff and resources.

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) engaging third-party US GAAP consultant to assist in preparing financial statements, and training staff in financial department for US GAAP purposes; and (ii) creating account for each of the personnel and design the authority in the accounting system for each of the personnel. However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting.

Pursuant to the JOBS Act, we qualify as an “emerging growth company” as we recorded revenues less than US$1.235 billion in our most recent fiscal year, which allows us to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act, in the assessment of the emerging growth company’s internal control over financial reporting.

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. 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 NYSE American or Nasdaq listing rules.

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

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

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

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

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies. Moreover, we will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the NYSE American or Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

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

As discussed above, we are a foreign private issuer, and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter. Accordingly, the latest determination will be made with respect to us on October 31, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We also would be required to comply with U.S. federal proxy requirements. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE American or Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we do not incur as a foreign private issuer.

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.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and 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 are not 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 are not 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 continue qualifying as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future.

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

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, we will incur additional legal, accounting and other expenses as a public reporting company that we did not incur as a private company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the NYSE American or Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

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

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

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

Our compensation of directors and executive officers may not be publicly available, and our shareholders may have limited visibility into management’s remuneration practices.

Under Cayman Islands law, we are not required to disclose compensation paid to our directors and executive officers on an individual basis, and we have not otherwise made such disclosure publicly. The executive officers of the Company receive compensation consisting primarily of fixed base salaries and variable cash bonuses, together with other customary employee benefits in line with market practice. The fixed component of compensation is determined based on market conditions and individual responsibilities and is reviewed periodically. The variable component typically consists of discretionary cash bonuses, which are assessed based on performance criteria agreed upon by the Board.

Because detailed compensation information for our directors and executive officers is not required to be publicly disclosed under applicable laws, our shareholders may have less visibility into the Company’s remuneration practices than they would as shareholders of a company incorporated in the United States. As a result, public shareholders may have more difficulty in assessing whether management’s compensation aligns with their interests, which could limit their ability to influence or evaluate executive decisions affecting the Company.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of Class A Ordinary Shares of approximately US$[*] million based upon an assumed offering price of US$[*] per Class A Ordinary Share (being the estimated mid-point of the offer price range stated on the cover of this prospectus). This estimate reflects the net proceeds from this Offering after the underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) (assuming no exercise by the underwriters of their over-allotment option).

Each $1.00 increase (decrease) in the assumed offering price of US$[*] per Class A Ordinary Share (being the estimated mid-point of the offer price range stated on the cover of this prospectus) would increase (decrease) the net proceeds to us from this Offering by US$[*] million, assuming the number of Class A Ordinary Shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses).

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

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

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

CAPITALIZATION

The following table sets forth our capitalization as of October 31, 2025:

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this Offering is subject to adjustment based on the actual net proceeds to us from the Offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

(1) Reflects (i) the effect of the Reorganization on November 12, 2025; (ii) a 1-for-2,500 share subdivision effected on January 27, 2026; (iii) the issuance of 4,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares to our existing shareholders on January 27, 2026. All shares and amounts presented on actual basis have been retroactively adjusted to reflect these transactions. As a result, a total of 24,000,000 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares, each with a par value of $0.0004 per share, were issued and outstanding as of October 31, 2025. For further details regarding our share capital and corporate structure, please refer to the section titled “History and Corporate Structure” of this prospectus.

(2) Reflects the sale of Class A Ordinary Shares in this Offering (excluding any Class A Ordinary Shares that may be sold pursuant to the over-allotment option) at the assumed initial public offering price of US$[*] per Class A Ordinary Share (being the estimated mid-point of the offer price range stated on the cover of this prospectus), and after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us. The pro forma information is illustrative only. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us. We estimate that such net proceeds will be approximately US$[*] million. For an itemization of an estimation of the total offering expenses (including accountable expenses) payable by us, see “Expenses Related to this Offering”.

DIVIDEND POLICY

As of the date of this prospectus, ChainOn HK does not have any history of declaring dividends, and none of our subsidiaries have made any dividends or distributions to the Company. In addition, the Company has not made any dividends or distributions to its shareholders and no dividends, transfers or distributions have been made between any of our subsidiaries.

We have not adopted a formal dividend policy as of the date of this prospectus. Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that Company may only pay dividends out of profit or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare final dividend, but no dividend shall exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors. Please see the section entitled “Material Tax Consideration” of this prospectus for information on the potential tax consequences of any cash dividends declared.

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

DILUTION

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

As stipulated in our Memorandum and Articles of Association, each Class B Ordinary Share shall be convertible into one Class A Ordinary Share at the option of the holders of Class B Ordinary Shares, at any time and without the payment of any additional sum; Conversely, holders of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances. Holders of both Class A and Class B Ordinary Shares were entitled to receive dividends paid by us at the same rate and had equal rights to our surplus assets upon its liquidation, as stipulated in our Memorandum and Articles of Association. In addition, holders of Class A Ordinary Shares shall be entitled to one vote on all matters subject to the vote at our general meetings, while holders of Class B Ordinary Shares shall be entitled to twenty votes on all matters subject to the vote at our general meetings. These shares ranked pari passu in all other respects.

Our actual net tangible book value per Class A Ordinary Share represents our total tangible assets (total assets excluding intangible assets) less total liabilities, divided by the number of outstanding ordinary shares as of October 31, 2025, after giving effect to (i) the Reorganization on November 12, 2025; (ii) a 1-for-2,500 share subdivision effected on January 27, 2026; (iii) the issuance of 4,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares to our existing shareholders on January 27, 2026. All shares and amounts presented on actual basis have been retroactively adjusted to reflect these transactions. As a result, a total of 24,000,000 Class A ordinary shares and 6,000,000 Class B Ordinary Shares, each with a par value of $0.0004 per share, were issued and outstanding as of October 31, 2025.

After the sale of Class A Ordinary Shares in this Offering at an assumed initial public offering price of US$[*] per Class A Ordinary Share (being the estimated mid-point of the offer price range stated on the cover of this prospectus), and assuming no over-allotment option is exercised by the underwriters, we will have [*] ordinary shares outstanding (including [*] Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares), after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable (including accountable expenses) by us, the pro forma net tangible book value as of October 31, 2025 would have been approximately US$[*] million, or US$[*] per Class A Ordinary Share. This represents an immediate increase in pro forma net tangible book value of US$[*] per Class A Ordinary Share to our existing shareholders and an immediate dilution of US$[*] per Class A Ordinary Share to new investors purchasing Class A Ordinary Shares in this Offering.

The following table sets forth the estimated net tangible book value per Class A Ordinary Share after the Offering and the dilution to persons purchasing Class A Ordinary Shares based on the foregoing firm commitment offering assumptions.

The following table summarizes, on a pro forma basis as of October 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us in this offering, the total consideration paid and the average price per Class A Ordinary Share paid (being the estimated mid-point of the offer price range stated on the cover of this prospectus) before deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses (including accountable expenses). The total number of Class A Ordinary Shares does not include those shares issuable upon the exercise of the over-allotment option granted to the underwriters.

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 our Class A Ordinary Shares and other terms of this Offering determined at pricing.

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

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

Overview

We, through our Operating Subsidiary, ChainOn HK, are primarily engaged in providing integrated technology-related services, including software system development and implementation, advisory and support in Hong Kong.

Our revenues were approximately US$2.6 million and approximately US$0.8 million for the six months ended October 31, 2025 and 2024, respectively and US$2.2 million and US$1.3 million for the years ended April 30, 2025 and 2024, respectively. We recorded net income of approximately US$0.7 million and approximately US$0.3 million for six months ended October 31, 2025 and 2024, respectively, and net income of approximately US$0.9 million and approximately US$0.2 million for the years ended April 30, 2025 and 2024, respectively. We plan to keep our business growing by broadening our customer base into adjacent Asia-Pacific markets, optimizing our technology capabilities, expanding the scope of our technology-related services, exploring strategic partnerships, and strengthening our customer relationships.

Factors Affecting Our Results of Operations

Our business and operating results are influenced by general factors affecting our total addressable market, including, among others, overall economic conditions in Hong Kong and globally, as well as changes in regulatory, tax, and geopolitical environments, and the competitive landscape for our services. Any changes in these general factors could materially affect the demand for our core business and our results of operations. In addition, the following company-specific factors may directly and materially impact our results of operations:

Our ability to compete successfully and broaden our customer base

Although we have established long-term relationships with our key customers, there is no assurance that we will continue to do so successfully. Some of our competitors may possess greater financial and human resources, adopt more competitive pricing strategies, or maintain closer relationships with suppliers. If competitors offer lower-priced alternatives, engage in aggressive pricing to expand their market share, or provide services with superior performance, functionality, or efficiency, we may lose customers to them. Any such developments could adversely affect our business, financial condition, and results of operations.

Our ability to control the costs of revenues

Our cost of revenues is largely influenced by market forces, including fluctuations in general labor costs and supply-demand conditions. As our business expands, we expect to strengthen our bargaining power and secure more favorable commercial terms, including pricing and payment arrangements, from our suppliers. However, since these costs are subject to market dynamics beyond our control, any significant increase in costs that cannot be passed on to customers could materially and adversely affect our results of operations.

Our ability to retain skilled personnel

Our future growth and success depend substantially on the continued service and contributions of our senior management and skilled IT personnel. Many of these key employees possess specialized knowledge and experience that are difficult to replace. Competition for qualified talent is intense, and recruiting individuals with the requisite combination of technical expertise and business acumen may be challenging, time-consuming, and costly. The loss of any key personnel, or our failure to effectively recruit, train, or retain qualified staff, could have a material adverse effect on our operations and future prospects.

Our ability to adapt to the rapid technology change of the market

Our industry is characterized by rapid technological evolution, frequent introduction of new solutions, and continually changing industry standards. Customers increasingly expect fast innovation and improved service functionality. Our future success will depend on our ability to adapt to emerging technologies, align our offerings with evolving standards, and continuously upgrade our employees’ technical capabilities to meet market expectations. Failure to keep pace with technological changes could materially and adversely affect our business and results of operations.

Impact of U.S.-China Relations, Sanctions, and Tariffs

The ongoing relationship tensions between the United States and China, marked by the imposition of tariffs and countermeasures, continue to create uncertainty in global markets and economic conditions. The volatility and unpredictability of tariff policies, along with potential restrictions or bans on certain semiconductor chips, could significantly impact our equipment sourcing. While it is difficult to predict the full extent and duration of these trade actions and their resultant market disruptions, including increased operational costs, and potential disruptions to technological capabilities, such factors could materially affect our business operations, financial performance, and revenue streams. However, as of the date of this prospectus, since (i) our business operations and customers are all located in Hong Kong; (ii) our suppliers are located either in Hong Kong or China; and (iii) our computer and office equipment primarily comprises standardized components predominantly sourced domestically in Hong Kong, our exposure to restrictions on semiconductor technologies is significantly reduced, making our current dependency on impacted technologies manageable. Therefore, we have not experienced any material adverse effects on our cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising directly from the ongoing U.S.-China trade tensions and related tariff measures.

Key Components of Results of Operations

Revenues

Our revenues consist of (i) project development services; and (ii) advisory and support services. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the six months ended October 31, 2025 and 2024, and years ended April 30, 2025 and 2024.

Revenue from project development services represents the delivery of integrated solutions after providing a series of design, development, and implementation services. These services encompass a broad range of customized software and system development projects, including Enterprise Resource Planning (ERP) systems, Web3 solutions, financial management systems, supply chain management systems, inventory control systems, and point-of-sale platforms.

Revenue for these services is charged at a fixed contract price with no variable consideration, as explicitly specified in the contract. Each contract includes a 10-day warranty period, which is not separately priced and is classified as an assurance-type warranty under ASC 606. Accordingly, the warranty is bundled with the related project development services and treated as a single performance obligation.

Revenue is recognized over time as performance obligations are satisfied, using an input method based on the ratio of actual costs incurred to total estimated costs. We believe this method faithfully depicts the transfer of control to the customer, as incurred costs directly correlate with the value of services provided. The fixed contract price for each project depends on the complexity, scope, and nature of each project. Billing is typically based on predefined contractual milestones, and customers are generally granted credit terms of 180 days from the invoice date. Upon completion of each milestone, the corresponding deliverables are confirmed by the customer through a signed completion certificate. The typical duration of a project ranges from one to six months, depending on its complexity and the contractual requirements.

Revenue from project development services represented approximately 72.2% and 61.0% of our total revenues for the six months ended October 31, 2025 and 2024, respectively, and approximately 73.5% and 68.8% of our total revenues for the years ended April 30, 2025 and 2024, respectively.

Revenue from advisory and support services represents income derived from the provision of ongoing IT-related maintenance and support activities, including system upgrades, troubleshooting, and other technical support services. These services are provided at a fixed contractual amount with no variable consideration, as explicitly specified in the contracts.

Revenue is recognized on a straight-line basis over the term of the contract, as the services are performed evenly throughout the period and the customer simultaneously receives and consumes the benefits of the services. The fixed contractual amount for each contract is generally influenced by the size, scope, and nature of the service engagements. Typically, service periods are structured on a monthly or quarterly basis, depending on the contractual terms, and contracts are automatically renewed until both parties reach a mutual agreement to terminate or until other conditions specified in the contracts are met. Billing occurs on a monthly or quarterly basis as stipulated in the contracts, and customers are generally granted credit terms of 180 days from the invoice date.

Revenue of advisory and support services represented approximately 27.8% and 39.0% of our total revenues for the six months ended October 31, 2025 and 2024, respectively, and approximately 26.5% and 31.2% of our total revenues for the years ended April 30, 2025 and 2024, respectively.

Cost of revenues

Cost of revenues primarily consists of subcontracting and labor costs directly attributable to the provision of our technology-related services, including project development, advisory, and support services. These costs are expensed as incurred. Our suppliers generally provide credit terms of 180 days from the invoice date, with billings typically made in stages based on project progress. Cost of revenues represented approximately 55.7% and 47.4% of our total revenues for the six months ended October 31, 2025 and 2024, respectively and approximately 45.0% and 62.6% of our total revenues for the years ended April 30, 2025 and 2024, respectively.

Gross profit and gross profit margin

The following table sets forth our gross profit and gross profit margin by revenue streams for the periods indicated.

Gross profit represents our revenues less cost of revenues. Our gross profit margin represents our gross profit as a percentage of our revenues. Our gross profit and margin are influenced by various factors, including the type of customer, project size, type and nature of services rendered. Our gross profit was approximately US$1.2 million and US$0.4 million for the six months ended October 31, 2025 and 2024, respectively, and US$1.2 million and US$0.5 million for the years ended April 30, 2025 and 2024, respectively. Our gross profit margin was 44.3% and 52.6% for the six months ended October 31, 2025 and 2024, respectively, and 55.0% and 37.4% for the years ended April 30, 2025 and 2024, respectively.

Operating expenses

Selling and marketing expenses

Selling and marketing expenses include (i) salaries and contributions to retirement benefit schemes for our business development and marketing team; and (ii) marketing expenses incurred in connection with business development activities and promotions. Selling and marketing expenses accounted for 2.6% and 11.0% of our total revenues for the six months ended October 31, 2025 and 2024, respectively, and 6.1% and 19.3% of our total revenues for the years ended April 30, 2025 and 2024, respectively.

General and administrative expenses

General and administrative expenses primarily consist of (i) audit fees and consultancy fees incurred to support our business operations; (ii) salaries and contributions to retirement benefit schemes for administrative personnel; (iii) rental and related expenses for our office premises; (iv) depreciation of property and equipment; and (v) other administrative expenses, including expected credit loss and office expenses. General and administrative expenses accounted for 13.0% and 2.5% of our total revenues for the six months ended October 31, 2025 and 2024, respectively, and 3.1% and 3.7% of our total revenues for the years ended April 30, 2025 and 2024, respectively.

Other income

The following table sets forth our other income, both in absolute amount and as a percentage of total revenues, for the six months ended October 31, 2025 and 2024, and years ended April 30, 2025 and 2024.

Other income, net amounted to US$7,751 and US$25,403 for the six months ended October 31, 2025 and 2024, respectively, representing 0.3% and 3.2% of our total revenues for those periods. Other income, net amounted to US$22,717 and US$36,368 for the years ended April 30, 2025 and 2024, respectively, representing 1.0% and 2.8% of our total revenues for those years.

Interest expense for the six months ended October 31, 2025 and 2024, and for the years ended April 30, 2025 and 2024 primarily consisted of interest incurred on our bank overdrafts.

Interest income for the six months ended October 31, 2025 and 2024, and for the year ended April 30, 2025, represented (i) interest earned on cash deposits held with banks; and (ii) interest earned from loan receivables.

Government grants for the six months ended October 31, 2024 represented funding granted under Cyberport Creative Micro Fund by Hong Kong Cyberport Management Company Limited to support innovation, high potential digital tech projects and early-stage start-ups with business elements. For the year ended April 30, 2025, government grants represented (i) funding granted under Cyberport Creative Micro Fund by Hong Kong Cyberport Management Company Limited to support innovation, high potential digital tech projects and early-stage start-ups with business elements; and (ii) funding granted under Reindustrialisation and Technology Training Programme by Vocational Training Council in Hong Kong to support training program. For the year ended April 30, 2024, government grants represented (i) funding granted under Reindustrialisation and Technology Training Programme by Vocational Training Council in Hong Kong to support training program; and (ii) funding granted under Technology Voucher Programme by Innovation and Technology Fund in Hong Kong to support companies to use technological services and solutions to improve productivity, or upgrades or transform business processes.

Sundry income for the six months ended October 31, 2025 and 2024, and for the year ended April 30, 2025, mainly represented the change in the cash surrender value of our investment in life insurance policies. For the year ended April 30, 2024, sundry income primarily comprised (i) the change in the cash surrender value of life insurance investments; and (ii) training fee income generated from technology-related courses and training services provided to individuals and corporate clients. As the training fee income was not part of the Company’s principal business activities, it was recognized as sundry income for that year.

Income Tax

Cayman Islands and British Virgin Islands

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

Hong Kong

Our subsidiary operating in Hong Kong is subjected to Hong Kong Profits Tax. In accordance with the two-tiered profits tax rates regime, Hong Kong Profits Tax is calculated at the tax rate of 8.25% on assessable profits of the first HK$2 million (equivalent to US$256,835) and 16.5% on any assessable profits in excess of HK$2 million (equivalent to US$256,835).

Income tax accounted for 4.0% and 6.8% of our total revenues for the six months ended October 31, 2025 and 2024, respectively, and 7.7% and 2.7% of our total revenues for the years ended April 30, 2025 and 2024, respectively. Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to 6 years of assessment prior to the current year of assessment, unless in a case of fraud or willful evasion, then the investigation can be extended to cover 10 years of assessment. As of October 31, 2025 and April 30, 2025, we had no open tax investigations from the tax authority and we do not consider that there was any uncertain tax position as of those dates.

Results of Operations

The following table sets forth a summary of our results of operations for the six months ended October 31, 2025 and 2024, and the years ended April 30, 2025 and 2024, as indicated. This information should be read together with our unaudited condensed consolidated financial statements for the six months ended October 31, 2025 and 2024, and audited consolidated financial statements for the years ended April 30, 2025 and 2024 and related notes included elsewhere in this prospectus. The operating results in any period/ year are not necessarily indicative of the results that may be expected for any future trends.

Six Months Ended October 31, 2025 Compared to the Six Months Ended October 31, 2024

Revenues analysis by service types

Total revenues increased by 230.3% from approximately US$0.8 million for the six months ended October 31, 2024 to approximately US$2.6 million for the six months ended October 31, 2025. This increase in total revenues was primarily driven by significant growth in both project development services and advisory and support services.

Project development services

Project development service income can be further disaggregated by contract value category, which we use to distinguish and analyze projects based on their size. The following table sets forth the number of projects and the corresponding revenue by contract value category for the six months ended October 31, 2025 and 2024.

Revenue from project development services increased by approximately US$1.4 million, or 290.6%, from approximately US$0.5 million for the six months ended October 31, 2024, to approximately US$1.9 million for the six months ended October 31, 2025. This significant growth was primarily driven by our ability to adapt to evolving market trends and to integrate emerging technologies into our service offerings. With the rapid advancement of technology, particularly in areas such as Web3 solutions, we strategically enhanced our service portfolio to align with clients’ increasing demand for technologically sophisticated solutions. This strategic shift enabled us to broaden our customer base by focusing on projects with higher contract values that typically involve more advanced and complex technological requirements. As illustrated in the table above, the number of high-value projects with a contract value of US$63,986 or above increased by eleven (11) projects, or 1100.0%, from one (1) project generating approximately US$0.3 million in revenue for the six months ended October 31, 2024, to 12 projects contributing approximately US$1.8 million in revenue for the six months ended October 31, 2025. The corresponding increase of US$1.5 million, or 432.4%, in revenue from high-value projects was the principal contributor to our overall growth in project development service income, more than offsetting a modest decline of US$0.1 million in revenue from projects with contract values below US$63,986.

Advisory and Support services

Advisory and support service income can also be further disaggregated by fee category. The following table sets forth the number of contracts and the corresponding revenues by monthly fee category for the six months ended October 31, 2025 and 2024.