diff --git a/parsed_sections/prospectus_summary/2024/CDTX_cidara_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CDTX_cidara_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CDTX_cidara_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/CETXP_cemtrex_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CETXP_cemtrex_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..e61c40f2c84399855ade251482d094d62d684f12 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CETXP_cemtrex_prospectus_summary.txt @@ -0,0 +1,217 @@ +prospectus summary and in +Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, which is incorporated +by reference in this prospectus. These risks include the following: + + + + Our + operations and performance depend significantly on global and regional economic conditions + and adverse economic conditions can materially adversely affect our business, results of + operations and financial condition. + + The + report of our independent registered public accounting firm contains an explanatory paragraph + that expresses substantial doubt about our ability to continue as a going concern. + + There + is no guarantee that cash flow from operations and/or debt and equity financings will provide + sufficient capital to meet our expansion goals working capital needs or fund our operations. + + We + have a history of losses and may experience losses in the future, which could result in the + market price of our common stock declining. + + We + have substantial debt which could adversely affect our ability to raise additional capital + to fund operations and prevent us from meeting our obligations under outstanding indebtedness. + + Our + ability to secure and maintain sufficient credit arrangements is key to our continued operations + and there is no assurance we will be able to obtain sufficient additional equity or debt + financing in the future. + + We + are substantially dependent upon the success and continued market acceptance of our technology, + the absence of which may significantly reduce our sales, profits and cash flow and adversely + impact our financial condition. + + We + have taken a multi-operational approach, and some of our business segments have historically + failed to benefit our company to date, and there remains a risk that our remaining segments + may not prove to be successful. We may divest or expand into new areas that are outside of + our current business activities and those activities may not prove to be successful. + + Our + future operating results depend in part on continued successful research, development and + marketing of new and improved products and services through our Security segment, and there + can be no assurance that we will successfully introduce new products and services into the + market. + + Our + future operating results depends in part on the continued successful operation of our Industrial + Services segment, and there can be no assurance that we will be successful in this business. + + Our + products face intense competitive challenges, including rapid technological changes, and + pricing pressure from competitors, which could adversely affect our business. + + We + could be subject to additional civil penalties or face criminal penalties and sanctions if + we violate the terms of settlement with the SEC. + + We + have grown through acquisitions and are continuously looking to fund other acquisitions; + our failure to raise funds for acquisitions may have the effect of slowing down our growth + and our use of funds for acquisitions subjects us to acquisition-related risks. + + The + loss of the services of Saagar Govil for any reason would materially and adversely affect + our business operations and prospects. + + Our + management stockholders have significant stockholdings in and influence over our company + which could make it impossible for public stockholders to influence the affairs of our company. + + Sales + of substantial amounts of our common stock in the public market could depress the market + price of our common stock. + + Our + securities may experience extreme price and volume fluctuations, which could lead to costly + litigation for us and make an investment in us less appealing. + + + + 9 + + + + + + + +The +Offering + + + + + Units + to be Offered + + 5,056,179 + Units based on assumed public offering price + of $1.78 per Unit on a firm commitment basis. Each Unit will consist of one share of common stock (or Pre-Funded Warrant to + purchase one share of our common stock in lieu thereof), one Series A Warrant to purchase one share of common stock and one Series + B Warrant to purchase one share of common stock. The Units have no stand-alone rights and will not be certificated or issued as stand-alone + securities. The shares of common stock and Pre-Funded Warrants, if any, can each be purchased in this offering only with the accompanying + Series A Warrants and Series B Warrants as part of Units (other than pursuant to the underwriter s option to purchase additional + shares of Common Stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants), but the components of the Units + will be immediately separable and will be issued separately in this offering. + + + + + + + + Prefunded + Warrants to be Offered + + We + are also offering to certain purchasers whose purchase of Units in this offering would + otherwise result in the purchaser, together with its affiliates and certain related parties, + beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our + outstanding common stock immediately following the consummation of this offering, the opportunity + to purchase, if such purchasers so choose, Units including Prefunded Warrants to purchase + shares of common stock, in lieu of Units including shares of common stock that would + otherwise result in any such purchaser s beneficial ownership exceeding 4.99% (or, + at the election of the purchaser, 9.99%) of our outstanding common stock. The purchase price + of each Unit including a Pre-Funded Warrant will be equal to the price + at which a Unit is sold to the public in this offering, minus $0.001, and the exercise + price of each Pre-Funded Warrant will be $0.001 per share. + + + + Each + Pre-Funded Warrant will be exercisable for one share of our common stock and will be exercisable at any time after its original issuance + until exercised in full, provided that the purchaser will be prohibited from exercising Pre-Funded Warrants for shares of our common + stock if, as a result of such exercise, the purchaser, together with its affiliates and certain related parties, would own more than + 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage + to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days + after such notice to us. + + + + This + prospectus also relates to the offering of the common stock issuable upon exercise of the Pre-Funded Warrants. See "Description + of Securities We Are Offering—Pre-Funded Warrants" + + + + + + + + Series + A Warrants and Series B Warrants to be Offered + + 5,056,179 + Series A Warrants and 5,056,179 Series + B Warrants. Each Unit includes one share of common stock, one Series A Warrant and one Series B Warrant. Each Series A Warrant is + exercisable at a price of $1.78 per share (assuming an offering price of $1.78 per Unit), or pursuant to an alternate + cashless exercise option, and each Series B Warrant is exercisable at a price of $1.78 per share (assuming an offering price + of $1.78 per Unit). The Series A Warrants and Series B Warrants will be immediately exercisable and will expire two-and-a-half + years (with respect to the Series A Warrants) or five years (with respect to the Series B Warrants) from the closing date of this + public offering. See "Description of Securities We Are Offering—Series A Warrants and Series B Warrants." + + + + + 10 + + + + + + + + + Over-allotment option + + The offering + is being underwritten on a firm commitment basis. We have granted the underwriter a 45-day option to purchase up to 758,427 + additional shares of common stock, representing 15% of the Common Units sold in the offering (at an assumed public offering price + of $1.78 per Common Unit, which is the last reported sales price of our common stock on the Nasdaq Capital Market on April + 29, 2024), and/or up to 758,427 additional Pre-Funded Warrants, representing 15% of the Pre-funded Warrants sold in the + offering, and/or up to 758,427 additional Series A Warrants, representing 15% of the Series A Warrants sold in the offering, + and/or up to 758,427 additional Series B Warrants, representing 15% of the Series B Warrants sold in the offering, on the + same terms and conditions set forth above solely to cover over-allotments. The underwriter may exercise the over-allotment option + with respect to shares of common stock only, Pre-Funded Warrants only, Series A Warrants only, Series B Warrants only, or any combination + thereof. + + + + + + + + Common Stock Outstanding After This Offering (1) + + 6,113,060 + shares (or 6,871,587 shares of common stock if the underwriters exercise their option in full) (assuming we sell only shares + of common stock and no Prefunded Warrants and assuming no exercise of the Series A Warrant or Series B Warrant). + + + + + + + + Use of Proceeds + + We currently intend to + use the net proceeds from the offering to conduct operations, increase marketing efforts, and investments in our existing business + initiatives and products, a partial repayment of existing indebtedness to Streeterville Capital, LLC in an amount up to $ [*], as well as general working capital. We may also use a portion of the net proceeds to acquire or + invest in complementary businesses, products and technologies or to fund the development of any such complementary businesses, products + or technologies. We currently have no plans for any such acquisitions or investments. See "Use of Proceeds" \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/CIK0001881767_spirits_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001881767_spirits_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..4c3d9ee87cd06f3a9703d555b8e817efc332a1a3 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CIK0001881767_spirits_prospectus_summary.txt @@ -0,0 +1,264 @@ +Prospectus Summary; + + + + + + + + + + they + contain different Use of Proceeds sections; + + + + + + + + + + the + Capitalization and Dilution sections are deleted from the Resale Prospectus; + + + + + + + + + + a + Selling Stockholders section is included in the Resale Prospectus; + + + + + + + + + + the + Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution section + is inserted in its place; and + + + + + + + + + + the + Legal Matters section in the Resale Prospectus deletes the reference to counsel for the underwriter. + + + + +The +registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus, +which we refer to as the Alternate Pages, to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering +Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. +The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the +Alternate Pages and will be used for the resale offering by the selling stockholders. + + + +The Public Offering Prospectus and the Resale +Prospectus may result in two offerings taking place concurrently, which could affect the price and liquidity of, and demand for, our +common stock. This risk and other risks are included in "Risk Factors" beginning on page 10 of the Public Offering Prospectus. + + + + + + + + + + + +The +information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement +filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not +soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. + +PRELIMINARY +PROSPECTUS + +Subject to Completion, Dated September 16, 2024 + + + + + +Shares +of Common Stock + + + +This +is the initial public offering of the common stock of Spirits Capital Corporation, a Delaware corporation. We are offering +shares of our common stock. We anticipate that the initial public offering price will be between $ +and $ per share. + + + +We intend to apply to list our common stock on The Nasdaq +Capital Market under the symbol " ." We believe that upon +the completion of this offering, we will meet the standards for listing on The Nasdaq Capital Market; however, if +our common stock is not approved for listing on The Nasdaq Capital Market, we will not consummate this offering. No assurance can be +given that our application will be approved. + + + +Our +common stock is currently quoted on the Pink Open Market (the "OTCPink"), operated by the OTC Markets Group, Inc. under +the symbol "SSCC" and is thinly traded. On September 13, 2024, the last reported sale price for our common stock on the OTCPink was +$3.00. + + + +We +expect to effect a - for - +reverse stock split of our outstanding common stock prior to the completion of this offering, Unless otherwise noted and other than in our financial statements and the notes thereto, the share and per share +information in this prospectus reflects a proposed reverse stock split of the outstanding common stock and preferred stock at an assumed +1-for- ratio expected to occur prior to the effective date of the registration statement of which this prospectus forms a part. + + + +The +bona fide estimate of the range of the maximum offering price will be from +$ to $ +and the maximum number of securities offered is (after giving +effect to the reverse stock split). The actual public offering price per share will be determined through negotiations between us +and the underwriter at the time of pricing and may be at a discount to the current market price. Therefore, the estimated public +offering price used throughout this prospectus may not be indicative of the final offering price. + + + +Upon +consummation of this offering, will beneficially own approximately % +of our outstanding common stock (approximately % if the underwriters exercise in full their +option to purchase additional common stock). As a result, each of may be in a position +to influence matters affecting us, including decisions regarding extraordinary business transactions, fundamental corporate transactions +and election of directors. For more information, see "Risk factors—Our principal equity holders interests may conflict +with yours." + + + +In +addition, we have registered an aggregate of shares of our common stock for resale by certain selling stockholders by means of +the Resale Prospectus. Sales of the shares of our common stock registered in this prospectus and the Resale Prospectus may result in +two offerings taking place concurrently which might affect price, demand, and liquidity of our common stock. + + + + + + Per + Share + Total + + + + + + + + Price to the public + $ + $ + + + + + + + + Underwriting discounts and + commissions(1) + $ + $ + + + + + + + + Proceeds to us (before expenses) + $ + $ + + + + + + + (1) + Underwriting + discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the aggregate gross proceeds. In addition, + we have agreed to issue warrants (the "Representative s Warrants") to the representative of the underwriters as + a portion of the underwriting compensation payable to the underwriters in connection with this offering. The registration statement, + of which this prospectus is a part, also registers for sale the shares of common stock underlying the Representative s Warrants. + See the section titled "Underwriting" for a description of the compensation payable to the underwriters. + + + + +We have granted the underwriters an option +for a period of 45 days to purchase up to additional shares of our common stock at the initial public offering price less +the underwriting discounts and commissions. + + + +We +are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have +elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See "Prospectus +Summary — Implications of Being an Emerging Growth Company and Smaller Reporting Company" and "Risk Factors +— Risks Related to this Offering and Ownership of Our Common Stock." + + + +Investing +in our common stock involves risks. See "Risk Factors" beginning on page 10 of this +prospectus. + + + +Neither +the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed +on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. + + + +The +underwriters expect to deliver the shares against payment on or about +, 2024. + + + +R.F. Lafferty & Co., Inc. + + + +Prospectus +dated , 2024 + + + + + + + + + + + +Table +of Contents \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/CIK0001956410_jp_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0001956410_jp_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..dfe1a6dddbb618dda6144400a150cdfc56cadef2 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CIK0001956410_jp_prospectus_summary.txt @@ -0,0 +1,2661 @@ +Prospectus Summary," "Risk Factors," "Management s Discussion and Analysis of +Financial Condition and Results of Operations," "Use of Proceeds" and "Business." Forward-looking statements +include statements concerning: + + + + + + + our + possible or assumed future results of operations; + + + + + + + + + + our + business strategies; + + + + + + + + + + our + ability to attract and retain customers; + + + + + + + + + + our + ability to sell products to customers; + + + + + + + + + + our + cash needs and financing plans; + + + + + + + + + + our + competitive position; + + + + + + + + + + our + industry environment; + + + + + + + + + + our + potential growth opportunities; + + + + + + + + + + the + effects of future regulation; and + + + + + + + + + + the + effects of competition. + + + + +All +statements in this prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as +"anticipates," "believes," "could," "estimates," "expects," "intends," +"may," "plans," "potential," "predicts," "projects," "should," +"will," "would" or similar expressions that convey uncertainty of future events or outcomes to identify forward-looking +statements. + + + +The +outcome of the events described in these forward-looking statements are subject to known and unknown risks, uncertainties and other factors +that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements +expressed or implied by the forward-looking statements. These important factors include our financial performance and the other important +factors we discuss in greater detail in "Risk Factors." You should read these factors and the other cautionary statements +made in this prospectus as applying to all related forward-looking statements wherever they appear in this prospectus. Given these factors, +you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management s +beliefs and assumptions only as of the date on which the statements are made. We undertake no obligation to publicly update any forward-looking +statements, whether as a result of new information, future events or otherwise, except as required by law. 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 may be materially different from what we currently expect. + + + + 41 + + + + + + + +USE +OF PROCEEDS + + + +We +estimate that we will receive net proceeds from this offering of approximately $8.2 million (or approximately $9.5 +million if the underwriter s option to purchase additional shares of common stock is exercised in full) based on an assumed initial +public offering price of $4.00 per share of common stock, after deducting estimated underwriting discounts and commissions and estimated +offering expenses payable by us. + + + +Each +$1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock would increase (decrease) the +net proceeds to us from this offering by approximately $2.2 million, assuming the number of shares of common stock offered by us, as +set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions +and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares of common stock offered by us +would increase (decrease) the net proceeds to us from this offering by approximately $0.4 million, assuming the assumed initial public +offering price of $4.00 per share of common stock remains the same. + + + +We +currently anticipate that we will use the net proceeds from this offering as follows: + + + + + + + approximately + $2 million (25% of the net proceeds) to pay off outstanding accounts payable and potentially the $1,450,000 + bridge loans made by Santai to us in July, August, September and October 2023 (and any other such bridge loans as Santai, + and Sterling may provide to us before our listing on the Nasdaq Stock Market), which loans are interest bearing and are repayable + upon the earlier of (i) thirty (30) days after our listing on the Nasdaq Stock Market or (ii) twenty four (24) months + following the date of the note (the form of the notes is filed herewith as Exhibit 10.42. + + + + + + + + + + approximately + $1.6 million (20% of the net proceeds) as collateral to help secure traditional bank facilities at a lower + cost than the credit facilities the Company currently relies on. + + + + + + + + + + approximately + $2.4 million (30% of the net proceeds) to support strategic acquisitions (which may be structured on an earn-out basis as a percentage + of sales and/or with issuance of shares instead of cash outlay); + + + + + + + + + + approximately + $2 million (25% of the net proceeds) for general working capital, including approximately $400,000 to $500,000 planned to + be used to introduce automation technology to our warehouse. See "BUSINESS- Growth Strategy-Warehouse Automation. + + + + + +We +cannot specify with certainty all of the particular uses for the remaining net proceeds to us from this offering. In addition, although +from time to time, we may meet with and identify acquisition targets, we currently have no agreements or commitments with respect to +material acquisitions or investments in other companies. Management will retain broad discretion in the allocation of the net proceeds +of this offering. You will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions +on how to use the proceeds. + + + + 42 + + + + + + + +DIVIDEND +POLICY + + + +We +have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, +if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable +future. + + + +Any +future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors +and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital +requirements, business prospects, and other factors our board of directors may deem relevant. In addition, our ability to pay dividends +may be restricted by any agreements we may enter into in the future. + + + + 43 + + + + + + + +CAPITALIZATION + + + +The +following table sets forth our cash and our capitalization as of September 30, 2023 on: + + + + + + Actual + an + actual basis, giving effect to (i) $3,500,000 of capital contribution by our controlling shareholder, Santai Global Asset Management + Limited, on September 14, 2022; (ii) $3,550,000 of additional capital contribution by our controlling shareholder on September + 28, 2022; (iii) $5,500,000 of additional capital contribution by our controlling shareholder on November 29, 2022 (iv) $9,000,000 + of additional capital contributions by our controlling shareholder on June 30, 2023; (v) $500,000 of additional capital + contributions by our controlling shareholder on September 30, 2023 (See the Statements of Changes in Stockholder s Deficit + in the Company s consolidated financial statements and Exhibits 10.18, 10.19, 10.20 10.39 and 10.46 hereof for + details regarding the capital contributions); and (iv) the conversion from a limited liability company to a corporation on December + 31, 2022 and the issuance of 15,000,000 initial shares of common stock; and + + + + + + + + + Pro forma + a pro forma basis, giving +effect to, the issuance of $3.7 million promissory notes in connection with the payoff of the Rosenthal line of credit, and the subsequent +conversion of $1.5 million of the $3.7 million to equity (the notes and the novation agreement related to the conversion are attached +hereto as Exhibit 10.44, 10.45, and 10.47, respectively) on November 30, 2023; and + + + + + + + + + Pro forma as adjusted + A pro forma as adjusted basis, giving further effect to (i) the sale by us of 2,400,000 shares + of common stock in this offering, at the assumed public offering price of $4.00 per share of common stock, after deducting underwriting + discounts and commissions and estimated offering expenses payable by us and (ii) the share-based compensation expense related to + the 3,000,000 shares awarded to Arnold Cohen with a $3.23 fair value per share upon the Company s listing on the Nasdaq. + + + + +The +authorized capital stock set forth in the table below represents our authorized capital following the conversion from a limited liability +company to a corporation. + + + +You +should read this table in conjunction with "Use of Proceeds," "Management s Discussion and Analysis of Financial +Condition and Results of Operations," and our audited financial statements for the year ended December 31, 2022, and the related +notes thereto and our unaudited financial statements for the nine months ended September 30, 2023 and the related notes thereto, +included in this prospectus. + + + + + + As of September 30, 2023 + + + + Actual + Pro forma + Pro forma as adjusted + + + + (in US$) + + + + (Unaudited) + + + Cash + $ 183,781 + $ 183,781 + $ 8,181,516 + + + Total liabilities + $ 16,123,089 + $ 14,623,089 + $ 14,623,089 + + + + + + + + + Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued. + + + + + + Common Stock, $0.0001 par value, 90,000,000 shares authorized, 15,000,000 shares issued and outstanding, + actual; 17,400,000 shares issued and outstanding, pro forma as adjusted + $1,500 + $ 1,500 + $1,740 + + + Capital in excess of par + 26,895,000 + $ 28,395,000 + 46,082,495 + + + Accumulated deficit + (29,571,838 ) + $ (29,571,838 ) + (39,261,838 ) + + + Total stockholder s equity/(deficit) + $ (2,675,338 ) + $ (1,175,338 ) + $ 6,822,397 + + + + + +If +the underwriter exercises its option to purchase additional shares in full, pro forma cash, common stock, capital in excess of par, total +stockholder s equity, total capitalization and shares of common stock outstanding as of September 30, 2023 would be $9,491,916, +$1,776, $47,392,859, $8,132,797, $22,755,886 and 17,760,000 shares, respectively. + + + + 44 + + + + + + + +DILUTION + + + +If +you invest in our shares of common stock in this offering, your interest will be diluted to the extent of the difference between the +initial public offering price per share of common stock and the as adjusted net tangible book value per share of our common stock immediately +after this offering. + + + +Our +net tangible book value as of September 30, 2023, on pro forma adjusted basis was $(8.6) million or $(0.57) per +share. Net tangible book value per share represents our total net tangible assets (which were total assets of $13.4 million less +intangible assets and goodwill of $5.9 million, less our total liabilities of $16.1 million at September 30, 2023) +divided by the outstanding shares of common stock of 15,000,000 following the conversion from a limited liability company to a corporation. + + + +After +giving effect to the conversion of notes payable to equity and receipt of the net proceeds from our sale of shares of common stock +in this offering, at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts +and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of September 30, 2023 would +have been approximately $0.9 million or $0.05 per share. This amount represents an immediate increase in as adjusted net +tangible book value of $0.62 per share to our existing stockholders and an immediate dilution of $3.95 per share to new +investors participating in this offering. + + + +We +determine dilution per share to investors participating in this offering by subtracting as adjusted net tangible book value per share +after this offering from the assumed initial public offering price per share paid by investors participating in this offering. The following +table illustrates this dilution on a per share basis to new investors: + + + + + Assumed initial public offering price per share of common stock + $4.00 + + + Net tangible book value per share as of September 30, 2023 + $ (0.57 ) + + + Increase per share to existing stockholders attributable to investors in this + offering + $ 0.62 + + + Pro forma as adjusted net tangible book value per share, to give effect to + this offering + $ 0.05 + + + Dilution in pro forma net tangible book value per share to new investors in + this offering + $ 3.95 + + + + + +Each +$1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share of common stock would increase (decrease) the +net proceeds to us by approximately $2.2 million, assuming that the number of shares offered by us, as set forth on the cover page of +this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. + + + +The +as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price, number +of shares of common stock and other terms of this offering determined at pricing. + + + +If +the underwriter exercises its option to purchase additional shares of common stock in this offering in full at the assumed initial public +offering price of $4.00 per share of common stock and assuming the number of shares of common stock offered by us, as set forth on the +cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering +expenses, the as adjusted net tangible book value would be approximately $0.12 per share, and the dilution in as adjusted net +tangible book value per share to investors in this offering would be approximately $3.88 per share. + + + +The +table below summarizes as of September 30, 2023, on an adjusted basis described above, the number of shares of our common stock, +the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors +purchasing shares in this offering at an assumed initial public offering price of $4.00 per share of common stock, before deducting underwriting +discounts and commissions and estimated offering expenses. + + + + + + Shares Purchased + Total Consideration + Average Price Per + + + + Number + Percent + Amount + Percent + Share + + + Existing stockholders + 15,000,000 + 86.2% + $ 22,050,000 + 69.7 % + $ 1.47 + + + New investors + 2,400,000 + 13.8% + 9,600,000 + 30.3 % + 4.00 + + + Total + 17,400,000 + 100% + 31,650,000 + 100% + 1.82 + + + + + +In +addition, if the underwriter exercises its option to purchase additional shares of common stock in full, the percentage of shares held +by existing stockholders will be reduced to 84.5% of the total number of shares of common stock to be outstanding upon the closing of +this offering, and the number of shares of common stock held by new investors participating in this offering will be further increased +by 360,000 shares, or 2.0 percent of the total number of shares of common stock to be outstanding upon the closing of this offering. + + + +The +total number of shares of our common stock reflected in our actual and as adjusted information set forth in the table above excludes: + + + + + + + 120,000 shares underlying the warrants we will issue + to the Underwriter under this offering. + + + + + + 45 + + + + + + + +MANAGEMENT S +DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS + + + +You +should read the following discussion and analysis of financial condition and results of operations in conjunction with our financial +statements and related notes that appear elsewhere in this prospectus. In addition to historical information, the following discussion +and analysis includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing +of events could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including +those discussed in "Risk Factors" and elsewhere in this prospectus. See the discussion under "Special Note Regarding +Forward-looking Statements" beginning on page 41 of this prospectus. + + + +Overview + + + +The Company is a collection of purpose-led, lifestyle +brands offering apparel and accessories for men and women through its two complementary brands, The J Peterman Company (or J Peterman) +and The Territory Ahead (or Territory Ahead) The Company s products are available to customers online through Company-owned websites, +including its newly created online outlet store beginning in May 2023 and through the use of third parties that provide logistics +and fulfilment services. + + + +Our +management team have extensive retail experience and implemented a complete revamp of the Company, bringing in new management staff, +improving purchasing and merchandising processes, optimizing marketing effectiveness, increasing operations efficiency, and enhancing +the customer experience. + + + +The +Company has invested considerably to reinvent the portfolio brands and develop the necessary infrastructure to support the brands and +enable the scalable acquisition of additional brands to further its roll-up strategy. + + + +Although, +the impact of COVID-19 on us in 2020 was significant, as it was for virtually all retailers, we were proactive and aggressive in its +response and was able to adjust to meet the challenge. In 2021, we saw a significant resurgence of the business; although, the operations +and profitability were still hampered by the continuing impact of global logistics challenges, labor disruption, and the need to invest +in core infrastructure. We have met these challenges by making purchase decisions earlier, in sufficient quantities and through air freight +(40-50% of purchase orders) to ensure product supply and minimize impacts on customer demand, rebalanced our vendors, and addressed both +merchandise costs and baseline product margins in our merchandise assortment. In addition, the company addressed latent infrastructure +deficiencies through targeted staff increases, reinvention of our fulfilment capabilities, and utilization of 3rd +party resources. + + + +As +a result of the aforementioned action plans from our management team, we ended our fiscal year ended 2021 with total revenues of approximately +$28.7 million, up 85.1% over approximately $15.5 million revenue for our fiscal year ended 2020. Gross profit was improved by 10.5% points +through product margin efficiencies and efficient customer acquisition. + + + +For the year ended December 31, 2022, the Company +focused on further improving its operational infrastructure, product development and sourcing, and online marketing capabilities. Gross +profit as a percentage of sales improved during 2022 by 2.4% compared to 2021 across all brands. Disregarding the revenues from +the Guideboat brand, which started to be wound down in the third quarter of 2021 and was completely discontinued as of +March 31, 2023, revenues for the two remaining brands remained flat year over year. + + + +For the nine months ended September +30, 2023, the Company s gross profit percentage decreased 9.7% compared to the same period in the 2022 as a result of lower +sales prices due to more aggressive promotional activities and inflationary cost increases and product mix throughout the period. + + + + 46 + + + + + + + +Corporate +History and Development + + + +On +December 31, 2022, we were converted from JP Outfitters, LLC ("JPOL"), a Delaware limited liability company to a Delaware +corporation, JP Outfitters, Inc. ("JPO"). Currently, 88.33% of our shares of common stock are owned by Santai +Global Asset Management Ltd., a Hong Kong Company ("Santai"). + + + +JPOL +was formed as a Delaware limited liability company on May 2, 2019 for the sole purpose of acquiring certain assets formerly owned by +its predecessor, The J. Peterman Company, LLC ("JPC"), after JPC defaulted on its debt and its secured lender, Rosenthal +& Rosenthal ("Rosenthal"), acquired the collateral due to the default. On May 31, 2019, JPOL entered into a Surrender +and Asset Purchase Agreement ("Agreement") with Rosenthal and JPC to acquire assets back from Rosenthal. The collateral was +acquired along with certain prior liabilities of JPC, including the assumption of accounts payable balance owed to Sterling (as evidenced +by the Assignment and Assumption of Trade Debt Obligations dated June 11, 2019), equipment lease liabilities, liabilities to Gordon Brothers +Brands ("GBB") and lease obligations for the JPC office and JPC s warehouse facility in Blue Ash, Ohio. + + + +To +finance the purchase, on June 11, 2019, JPOL entered into a credit facility with Rosenthal (the "Rosenthal Credit Facility"), +the proceeds of which funded one-hundred percent of the purchase price under the Agreement. The collateral under the Rosenthal Credit +Facility includes substantially all of the assets of JPOL, including, but not limited to, all receivables, all cash accounts, +all credit insurance policies, all books and records and general intangibles, all accounts, instruments, and other commercial papers, +all inventory, goods, and equipment, and any proceeds of the above-mentioned items. On September 9, 2021, TA Outfitters, LLC, a Delaware +limited liability company ("TAO") and a wholly owned subsidiary of JPOL, entered into a joinder agreement with JPOL and Rosenthal, +agreed to be jointly and severally liable to Rosenthal for all obligations under the Rosenthal Credit Facility. + + + +Upon +closing the Rosenthal Credit Facility, JPOL settled its liabilities with GBB for $998,270 (the "GBB settlement"). + + + +To +finance the GBB settlement, JPOL sold The J. Peterman Company brand name to Asiamax Holdings Ltd. ("Asiamax"), a wholly owned +subsidiary of Sterling. Sterling has been JPC s apparel vendor since the early 1990s and is the largest creditor of JPC, JPOL, +and the Company, as of the date of this registration statement, in an amount of approximately $2.6 million. Subsequently, on May +30, 2019, JPOL entered into an exclusive licensing agreement with Asiamax under which JPOL pays royalty payments to Asiamax in exchange +for the license to use The J. Peterman Company brand within North America, Central America, South America, the Caribbean and worldwide +online. The license has an initial term of 20 years with automatic renewal for successive 10-year periods. The license agreement was +further amended in July 2019 with (i) slight modification of the formula of the royalty payment and (ii) limitation on the territory +with regard to the worldwide online sales – it was limited to orders placed on JPOL s U.S. based websites. + + + +Since +its inception in June 2019, JPOL had been the maker of a promissory note ("PN") of $500,000 payable to Asiamax. The PN was +replaced in June 2021 by an amended and restated promissory note ("Amended PN"). On the same day, JPOL issued to AsiaMax +a related Warrant which could be convertible into up to 75% equity of JPOL exercisable pursuant to the terms under the Warrant. In March +2022, the Amended PN and the Warrant were assigned by Asiamax to Santai Biotechnical Research Institute Company Limited (the predecessor +of Santai), a third party investor unrelated to Asiamax. The assignment was completed on March 28, 2022 and Santai on the same day exercised +the Warrant and became the 75% owner of JPOL. Effective June 30, 2022, the Amended PN was further amended by the First Amendment to Amended +and Restated Promissory Note which extended the maturity date of the note to no earlier than January 1st, 2024 upon demand. + + + +Upon +becoming the controlling shareholder of JPOL, Santai paid down JPOL s trade payable to Sterling by $2,000,000 on March 29, 2022 +and a further $1,500,000 on May 27, 2022. The total of these amounts, $3,500,000, was converted by Santai into equity of JPOL as of those +dates per a capital contribution agreement dated September 14, 2022 (the "Capital Contribution Agreement"). Through a novation +and capital contribution agreement dated September 28, 2022 among Santai, Sterling and JPOL (the "First Novation and Capital Contribution +Agreement"), $3,050,000 in JPOL s note payable to Sterling was transferred to Santai, and Santai subsequently converted the +$3,050,000 note and the previously assigned $500,000 note from AsiaMax to Santai into equity of JPOL. On November 29, 2022, a second +novation and capital contribution agreement (the "Second Novation and Capital Contribution Agreement") was executed among +Santai, Sterling and JPOL with the effect of transferring to Santai JPOL s account payable to Sterling in the amount of $5,500,000 +and Santai converting the same into equity of JPOL. The ownership percentage of Santai remained at 75% after the above-mentioned series +of equity conversions and before the conversion of JPOL to JPO. + + + +The +conversion from JPOL to JPO was completed on December 31, 2022, using the "statutory conversion" method under Section +265 of the Delaware General Corporation Law. Pursuant to Revenue Ruling 2004-59, in the event of a "statutory +conversion", the below are assumed to have happened: all of the assets and liabilities of the limited liability are +transferred to the newly organized corporation in exchange for all of its outstanding stock (and the assumption of the liabilities), +followed by the limited liability company s distribution of the shares to its members in complete liquidation of the limited +liability company. Under this approach, Santai became the 100% shareholder of JPO due to the large negative balance in BCP, +LLC s (the then 25% member) capital account prior to the conversion, in accordance with the second amended and restated +operating agreement of JPOL, which specifies that JPOL liquidates in accordance with the capital account balances. On October 19, 2023, Santai sold 1,000,000 of its shares of the Company to Alice Wong, the CEO of Sterling, for $4,000,000, consisting +of $400,000 cash and a $3,600,000 promissory note payable to Santai. On October 19, 2023, Santai sold 750,000 of its shares of the Company +to Dennis Siu, Alice Wong s son, for $3,000,000, consisting of $300,000 cash and a $2,700,000 promissory note payable to Santai. + + + + On +December 30, 2022, January 30, 2023, March 15, 2023, April 25, 2023, May 17, 2023, May 25, 2023, and June 9, 2023, Santai provided to +the Company loans in the principal amount of $750,000, $500,000, $500,000, $500,000, $200,000, $250,000, $300,000, respectively, which +loans were non-interest bearing. On June 30, 2023, through a third novation agreement between Santai, Sterling, and JPO (the "Third +Novation Agreement"), $3.0 million of the then outstanding loans, representing the December 30, 2022, January 30, 2023, March 15, +2023, April 25, 2023, May 17, 2023, May 25, 2023, and June 9, 2023, loans were converted to equity. Also, through the Third Novation +Agreement, on June 30, 2023, $6.0 million of Sterling accounts payable were transferred to Santai and converted to equity of JPO. Through +a fourth novation agreement, between Santai, Sterling, and JPO (the "Fourth Novation Agreement"), on September 30, 2023, +an additional $500,000 of Sterling accounts payable were transferred to Santai and converted to equity of JPO. This brings the total +debt to equity conversion in JPOL by Santai to $22,050,000 since becoming JPOL s controlling shareholder. + + + + Additionally, +on July 17, 2023, August 2, 2023, August 31, 2023, September 15, 2023, September 28, 2023 and October 27, 2023, the Company entered into +a series of two year 10% notes payable agreements with Santai in the principal amounts of $250,000, $250,000, $250,000, $200,000, $250,000, +and $250,000, respectively. Each of these notes payable are due on or before (i) 30 days after the Company becomes listed on the NASDAQ +or twenty four (24) months following the date of the note and interest is payable every six (6) months. + + + + 47 + + + + + + + + In connection with the payoff of the Rosenthal +line of credit, the Company issued a Promissory Note payable to the Company s CEO, Arnold Cohen, on November 30, 2023, for $750,000. +The terms of the promissory note provide for an interest rate of 10% per annum, with interest payable monthly, and principal payments +due in three equal consecutive monthly installments of $250,000, commencing January 1, 2025. The promissory note is secured by assets +of the Company (a form of the security agreement is attached hereto as Exhibit 10.49). Additionally, on the same date, the Company issued +another promissory note payable to Alice Wong Mei Wai, the CEO of our largest vendor, Sterling, for $2.9 million. The terms of the promissory +note provide for an interest rate of 6% per annum with interest payable monthly, and principal payments due in equal monthly installments +of $100,000 commencing March 1, 2025. Subsequently, through a fifth novation agreement, (the "Fifth Novation Agreement") +on December 7, 2023, $1.5 million of the 2.9 million of the promissory note payable to Alice Wong Mei Wai was converted to equity of +JPO. + + + +On April 20, 2023, (a) Santai s board of directors +approved a share transfer to Arnold Cohen, our President, and Chief Executive Officer , on the condition of the completion of the Company s +initial public offering (the "IPO") and (b) Santai and Arnold Cohen entered into a Stock Transfer Agreement. Pursuant to +the Stock Transfer Agreement and subject to completion of the IPO, Santai will transfer a total of 3,000,000 shares of common stock of +JPO held by Santai to Arnold Cohen, for no consideration, in three (3) equal tranches with the first tranche due on January 1, 2024, +the second tranche due on July 1, 2024, and the third tranche due on January 1, 2025. Upon the occurrence of a Change in Control (as +defined in the Stock Transfer Agreement) before January 1, 2025, and subject to completion of the IPO, any such shares not yet transferred +as of the date of the Change in Control shall be transferred to Arnold Cohen. Other than the completion of the IPO, the share transfer +is not subject to any vesting or other forfeiture conditions. The +Stock Transfer Agreement is filed herewith as Exhibit 10.35. Effective January 1, 2023, Santai and AA Assets Limited, a Hong Kong company +wholly owned by Sam Chung, entered into a Stock Purchase Agreement (the "SPA") under which Santai agreed to transfer to AA +Assets Limited 1,500,000 shares of common stock (the "Shares"), which equal to 10% of the Company s outstanding shares +of Common Stock, at a per share price of $0.0001. The closing of the transfer of the Shares was set to be May 30, 2023 or such other +date as agreed on by Santai and AA Assets Limited. Effective May 31, 2023, Santai and AA Assets Limited amended and restated the SPA +to clarify that the transfer of the shares may occur only after the Company s successful listing on Nasdaq, and AA Assets Limited +may, at its option, purchase all or any portion of the Shares within five (5) years after the Company s listing on Nasdaq. The +SPA and the amended and restated SPA are filed herewith as Exhibit 10.34 and Exhibit 10.36, respectively. + + + +The +Territory Ahead brand and the related intellectual property were acquired by TAO from the assignee of DAI Holding, LLC on February 12, +2020 via an Asset Purchase Agreement for a total price of $5.0 million. The purchase price was structured to comprise a $200,000 initial +payment and a promissory note payable of $4.8 million. Payments on the note payable have been made quarterly and the amounts vary according +to a pre-set percentage of the brand s revenue. Specifically, a quarterly payment of 8% of the Net Revenue (as defined in the promissory +note filed herewith as Exhibit 10.7) for the immediately preceding calendar year were made through January 15, 2022, a quarterly payment +of 6% of the Net Revenue for the immediately preceding calendar year have been and will be made through April 15, 2022, and a quarterly +payment of 5% of the Net Revenue for the immediately preceding calendar year will be made on April 15, 2025 and thereafter; provided +that once the aggregate principal payments total $4.8 million, no additional principal payments shall be due and the promissory note +shall be terminated. If an Event of Default, as defined in the Asset Purchase Agreement, shall occur, all unpaid principal payments then +due under the note, including interest accrued thereon, late charges and all other sums then owing hereunder may be declared due and +payable by the holder of the note at its option. The Company has entered into a Parent Guaranty with the assignee of DAI Holding, LLC +under which the Company unconditionally and irrevocably guarantees full and timely payment of all amounts under the note. As of January +5, 2024, the amount of the promissory note currently outstanding is $1,737,300. + + + +Key +Factors that Affect Operating Results + + + +We +believe the key factors affecting our financial condition and results of operations include the following: + + + +Our +ability to increase our brand awareness + + + +We +believe that direct marketing via catalogs is a core competency that can be leveraged for a holistic and efficacious customer marketing +program. In addition, we believe that the utilization of website and social media is becoming an important trend for us to promote products +and provide promotional updates to our customers. We intend to strengthen our online marketing efforts through our website and other +social media channels and expand and strengthen consumer targeting through an integrated Direct-to-Consumer (DTC) model incorporating +catalogs and online. + + + +Retention +of Key Management Team Members + + + +Another +key differentiating factor for JPO is the rich blended nature of our management team. Our management team comprises executives with extensive +experience in retail experience segment. The wide array of industries captured by our management team allows us to deliver superior values +to our customers through a combination of fit, quality, brand and price as the management team possesses an in-depth understanding of +the prevalent in our industry. The loss of any of our key executive team member might affect our marketing efforts and might lead to +the decrease in values of our well-established brand and loss in revenue. + + + +Our +Ability to Use Existing Sales Channels and Penetrate New Markets + + + +We +have developed a highly effective distribution and marketing plan to target customers and are committing incremental sales and marketing +resources to the customers from online and catalog merchandise sales to increase our penetration within this market. Our ability to use +existing sales channels and penetrate new markets into in-store retail sales to boost our sales could be a challenge but will be evaluated +as an additional distribution vehicle. + + + + 48 + + + + + + + +Results +of Operations + + + +For +the nine months ended September 30, 2023, and 2022 + + + + + + For the Nine Months Ended + September 30, + + + + + + + Percentage + + + + 2023 + 2022 + Change + Change + + + Net revenue + $ 16,356,845 + $ 17,962,900 + $ (1,606,055 ) + 8.9 % + + + Cost of goods sold + 9,019,253 + 8,159,904 + $ 659,349 + 8.1 % + + + Gross profit + 7,337,592 + 9,802,996 + $ (2,265,404 ) + 23.1 % + + + Operating, selling, general, and administrative expense + 16,804,767 + 12,806,841 + $ 3,997,926 + 31.2 % + + + Depreciation and amortization expense + 361,600 + 346,892 + $ 14,708 + 4.2 % + + + Total operating expenses (1) + 17,166,367 + 13,153,733 + $ 4,012,634 + 30.5 % + + + Loss from operations + (9,828,775 ) + (3,350,737 ) + $ (6,278,038 ) + 187.4 % + + + Other expense, net + (390,422 ) + (410,179 ) + $ (32,327 ) + 7.9 % + + + Net loss + $ (10,219,197 ) + $ (3,760,916 ) + $ (6,245,711 ) + 166.1 % + + + + + +(1) Includes shared-based compensation of $4.8 million +and $0 for the nine-months ended September 30, 2023 and 2022, respectively. See Note 10, Share-based Compensation, of the +unaudited condensed consolidated financial statements, for additional information. + + + +Net +revenue + + + +Our +net revenue decreased by approximately $1.6 million or 8.9%, to approximately $16.4 million for the nine +months ended September 30, 2023, as compared to $18.0 million for the nine months ended September 30, 2022. +The following disaggregates revenues by brand. + + + + + + For the Nine Months Ended + + + + September 30, 2023 + September + 30, + 2022 + + + + + + + + + J Peterman + $ 5,960,843 + $ 5,555,661 + + + Territory Ahead + 9,883,980 + 10,903,189 + + + Sub-total + 15,844,823 + 16,458,850 + + + Guideboat + 512,022 + 1,504,050 + + + Net revenue + $ 16,356,845 + $ 17,962,900 + + + + + +Revenues +of $15.8 million for the J Peterman and Territory Ahead brands decreased approximately $0.6 million, or 3.7% +for the nine months ended September 30, 2023 versus 2022 of $16.5 million. Territory Ahead, acquired during +2020, reflected softness in the market due to macro-economic factors and inflation, with net revenue decreasing approximately $1.0 +million or 9.3% for the nine months ended September 30, 2023 versus 2022. J Peterman saw an increase in net +revenue as the current period was supported through merchandising and marketing efforts early 2023. J Peterman revenues increased approximately +$0.4 million or 7.3% to $6.0 million for the nine months ended September 30, 2023, as compared to $5.6 +million in 2022. Guideboat experienced a decrease of approximately $1.0 million for the nine months ended September +30, 2023, versus the comparable period in 2022. The decrease was directly attributable to the decision to forego the mailing of the +2022 fall catalogs based on our decision to exit the brand in the 3rd quarter of 2021. As of March 31, 2023, the Company has +completely exited the Guideboat brand. + + + +Cost +of goods sold + + + +Cost +of goods sold mainly consists of cost of merchandise, net of purchase discounts, credit card fees, inbound and outbound shipping costs, +and royalties on brand licenses. Total cost of goods sold increased by approximately $0.9 million, or 10.5%, to approximately +$9.0 million for the nine months ended September 30, 2023, as compared to approximately $8.2 million for +the nine months ended September 30, 2022. The increase in cost of goods sold was primarily driven by product mix and our +decision to exit the Guideboat brand in the third quarter of 2021. The following disaggregates cost of goods by brand. + + + + + + For the Nine + Months Ended + + + + September + 30, 2023 + September + 30, 2022 + + + + + + + + J Peterman + $ 3,544,399 + $ 3,126,989 + + + Territory Ahead + 4,633,821 + 4,615,477 + + + Sub-total + 8,178,220 + 7,742,466 + + + Guideboat + 841,033 + 417,438 + + + Costs of goods sold + $ 9,019,253 + $ 8,159,904 + + + + + +For +the nine months ended September 30, 2023, cost of goods sold increased $0.4 million for J Peterman, and our decision +to exit Guideboat and the liquidation of its inventory resulted in $0.4 million in higher cost of goods sold. Percentage +changes were 13.3%, 0.4%, and 101.5%, respectively, for each brand, compared to the nine months ended September 30, +2022. + + + + 49 + + + + + + + +Gross +Profit + + + +Gross +profit decreased by approximately $2.5 million, or 25.1%, to approximately $7.3 million for the nine months +ended September 30, 2023, from approximately $9.8 million for the nine months ended September 30, 2022. The +following disaggregates gross profit by brand. + + + + + + For the Nine + Months Ended + + + + September + 30, 2023 + September + 30, 2022 + + + + + + + + J Peterman + $ 2,416,444 + $ 2,428,672 + + + Territory Ahead + 5,250,159 + 6,287,712 + + + Sub-total + 7,666,603 + 8,716,384 + + + Guideboat + (329,011) + 1,086,612 + + + Gross profit + $ 7,337,592 + $ 9,802,996 + + + + + +For +the nine months ended September 30, 2023 and 2022, overall gross profit percentage was 44.9% and 54.6%, respectively. +The decrease in gross profit percentage of 9.7% was primarily due to our exit from the Guideboat brand of $1.4 million, +and lower sales and product mix of $1.0 million for Territory Ahead. + + + +J +Peterman s gross profit as a percentage of sales decreased 3.2% to 40.5% for the nine months ended September +30, 2023, as compared to 43.7% for the nine months ended September 30, 2022. Higher sales volumes helped offset +the impact of lower margins earned in the nine months of 2023 and were attributable to aggressive promotional offerings +in 2023 in order to remain competitive in the current market environment in which J Peterman competes. + + + +Territory +Ahead saw gross profit margin decrease 4.6% to 53.1% for the nine months ended September 30, 2023, as compared +to 57.7% for the nine months ended September 30, 2022. Similar to J Peterman above, prior year cost saving initiatives +were unfavorably impacted by aggressive promotional offerings in 2023 in order to remain competitive in the current market environment +in which Territory Ahead competes. + + + +Our +decision to exit the Guideboat brand resulted in brand losses of approximately $0.3 million as we liquidated remaining inventory and +exited the brand, compared to gross profit of $1.1 million for the nine months ended September 30, 2022. As of March +31, 2023, we have fully exited the Guideboat brand. + + + +The +Company has been able to effectively mitigate inflationary pressures in its supply chain across its broad product portfolio through many +levers including vendor selection and sourcing, product design attributes, outbound shipping improvements, and product pricing increases. +Initial margins have been negatively impacted by the need to discount its products more aggressively via promotions to respond +to competitors activity and overall consumer pull-back on discretionary purchases in an inflationary environment. As a result, +the Company has experienced negative impacts on its gross margin percentage for the nine months ended September 30, 2023. The Company +believes this will present a gross profit margin risk that will likely continue through 2023 until such time as increased promotional +activity can be scaled back to historical levels. + + + +Operating +Expenses + + + +Total +operating expenses, including depreciation and amortization, increased by approximately $4.0 million, or 30.5%, to approximately +$17.2 million for the nine months ended September 30, 2023, from approximately $13.1 million for the nine +months ended September 30, 2022. The primary drivers of this increase were $4.8 million in non-cash stock based +compensation largely offset by lower selling expense of $0.7 million. + + + + + + For + the Nine Months Ended + September + 30, + + + + + + + + 2023 + 2022 + Change + Change (%) + + + Operating, selling, general and administrative expense + + + + + + + Selling + $ 5,523,808 + $ 6,253,721 + $ (729,913 ) + 11.7 % + + + Operating, general and administrative + 11,280,959 + 6,553,120 + $ 4,727,839 + 72.1 % + + + Total operating, selling, general and administrative expense + $ 16,804,767 + $ 12,806,841 + $ 3,997,926 + 31.2 % + + + + + + 50 + + + + + + + +Selling +Expense + + + +The +following disaggregates direct marketing expense by brand: + + + + + + For the Nine Months Ended + + + + September 30, 2023 + September 30, 2022 + + + + + + + + J Peterman + $ 2,214,313 + $ 1,923,021 + + + Territory Ahead + 3,309,495 + 3,224,299 + + + Sub-total + 5,523,808 + 5,147,320 + + + Guideboat + - + 1,106,401 + + + Total selling expense + $ 5,523,808 + $ 6,253,721 + + + + + +J +Peterman and Territory Ahead direct marketing expenses increased approximately $0.4 million or 7.3%, to $5.5 million +for the nine months ended September 30, 2023, as compared to $5.1 million for the nine months ended September +30, 2022, due to increases in printing and paper costs of approximately $0.4 million. + + + +Guideboat +direct marketing expenses decreased by approximately $1.1 million for the nine months ended September 30, 2023, +as compared to the same period in 2022. This was driven by the Company s decision to exit the Guideboat brand at the end of 2022. +As of March 31, 2023, the Company has fully exited the Guideboat brand. + + + +Operating +General and Administrative Expenses + + + +Total +Operating, selling, general and administrative expense for the nine month period ended September 30, 2023, increased $4.7 +million to $11.3 million compared to $6.6 million for the nine months ended September 30, 2022 as a result +of reduced administrative expenses of approximately $0.3 million, that were partially offset by inflationary increases in other general +expenses of approximately $0.2 million in the current year. The remaining impact is attributed to $4.8 million share-based +compensation expense related to the stock purchase agreement between Santai and AA Assets Limited - see Note 10, Share-based +Compensation, of the Company s unaudited condensed consolidated financial statements for the nine months ended September +30, 2023 and 2022 for additional information. + + + +Other +income (expense), net + + + +Our +other income (expense), net for the nine months ended September 30, 2023 was $0.4 million as compared to $0.3 +million for the nine months ended September 30, 2022. The reason for the increase is primarily driven by higher +interest rates compared to the prior period. + + + +Net +loss + + + +Net +loss increased by approximately $6.4 million, or 171.7%, to approximately $10.2 million for the nine months +ended September 30, 2023, from approximately $3.8 million for the nine months ended September 30, 2022. This +change was primarily due to the $4.8 million of share-based compensation and the discontinuance of the Guideboat brand and other items +as discussed above. + + + +Liquidity +and Capital Resources + + + +In +assessing liquidity, we monitor and analyze cash on-hand and operating and capital expenditure commitments. Our liquidity needs are to +meet working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of notes payable +have been utilized to finance working capital requirements. As of September 30, 2023 and December 31, 2022, our working capital +deficit was approximately $8.3 million and $10.4 million, respectively, and for the same periods ended, we had cash of approximately +$0.2 million and $0.1 million, respectively. + + + + 51 + + + + + + + +The +Company has sustained recurring losses, negative cash flows from operations, and working capital deficits, which during the nine +months ended September 30, 2023, and years ended December 31, 2022, and 2021 were impacted by inflation and the COVID-19 pandemic. +These conditions raise substantial doubt about the Company s ability to continue as a going concern, before consideration of management s +plans. Management performed an evaluation of the significance of these conditions and events in relation to the entity s ability +to meet its obligations. Based on this evaluation, management implemented a plan that alleviated substantial doubt about the entity s +ability to continue as a going concern. Management has taken several actions to ensure that the Company will continue as a going concern +through twelve months from the date that these unaudited condensed consolidated financial statements are available to be issued. Management +has worked with its vendor to extend its payment terms and have a committed equity infusion from its controlling shareholder. Further, +in December 2023, the Company s controlling shareholder and long-term vendor have executed agreements of financial support +whereby the controlling shareholder will lend the Company additional funds for up to $3 million and the Company s long-term +vendor will extend up to $8.5 million in additional credit towards the purchase of inventory. In addition, management intends +to implement cost-cutting measures and pursue strategies to reduce inventory levels through targeted sales. + + + +In +addition, upon becoming the controlling member owning 75% of the ownership interest of JPOL, and subsequently 100% of JPO. Santai paid +down JPOL s trade payable to Sterling by $2,000,000 on March 29, 2022, $1,500,000 on May 27, 2022. The total of these amounts, +$3,500,000, was converted by Santai into equity of JPOL as of those dates per a capital contribution agreement dated September 14, 2022. +Subsequently, through a novation and capital contribution agreement dated September 28, 2022, among Santai, Sterling and JPOL, $3,050,000 +in JPOL s indebtedness to Sterling was transferred to Santai and Santai subsequently converted the $3,050,000 note and the previously +assigned $500,000 note from AsiaMax to Santai into equity of JPOL. In addition, a novation and capital contribution agreement dated November +29, 2022, among Santai, Sterling and JPOL transferred $5,500,000 of Sterling indebtedness to Santai and Santai subsequently converted +the $5,500,000 into equity of JPOL. This brings the total debt to equity conversion in JPOL by Santai to $12,550,000 since becoming JPOL s +controlling shareholder. In addition, on December 31, 2022, January 31, 2023, March 15, 2023, April 25, 2023, May 17, 2023, May 25, 2023, +and June 9, 2023, Santai provided to the Company loans in the principal amount of $750,000, $500,000, $500,000, $500,000, $200,000, +$250,000, and $300,000, respectively, which loans were non-interest bearing (a form of the note related to these loans is filed herewith +as Exhibit 10.40). Subsequently, through the Third Novation Agreement, these notes, representing $3.0 million of loans, were converted +to equity. Through the Third Novation Agreements, $6.0 million of Sterling accounts payable was transferred to Santai and converted to +equity in JPO. Through the Fourth Novation Agreement, another $0.5 million of Sterling accounts payable was transferred to Santai +and converted to equity in JPO. + + + + In +connection with the payoff of the Rosenthal line of credit, the Company issued a Promissory Note payable to the Company s CEO, +Arnold Cohen, on November 30, 2023, for $750,000. The terms of the promissory note provide for an interest rate of 10% per annum, with +interest payable monthly, and principal payments due in three equal consecutive monthly installments of $250,000, commencing January +1, 2025. The promissory note is secured by assets of the Company (a form of the security agreement is attached hereto as Exhibit 10.49). +Additionally, on the same date, the Company issued a second promissory note payable to Alice Wong Mei Wai, the CEO of our largest vendor, +Sterling, for $2.9 million. The terms of the promissory note provide for an interest rate of 6% per annum, with interest payable monthly, +and principal payments due in equal monthly installments of $100,000 commencing March 1, 2025. Subsequently, through a fifth novation +agreement, (the "Fifth Novation Agreement") on December 7, 2023, $1.5 million of the $2.9 million of the promissory note payable +to Alice Wong Mei Wai, was converted to equity of JPO. + + + + On +July 17, 2023, August 2, 2023, August 31, 2023, +September 15, 2023, September 28, 2023, and October 27, 2023, the Company entered into a series of two year 10% notes payable +agreements with Santai in the principal amounts of $250,000, $250,000, $250,000, $200,000, $250,000, and $250,000, respectively. +Each of these notes payable are due on or before the earlier of (i) 30 days after the Company becomes listed on +the NASDAQ or (ii) twenty four (24) months following the date of the note and interest is payable every six (6) months. A form +of the promissory notes is filed herewith as Exhibit 10.42. + + + +Management +believes that these actions and events will enable the Company to continue as a going concern within twelve months after the date the +September 30, 2023, unaudited condensed consolidated financial statements are issued. + + + +The +following summarizes the key components of cash flows for the nine months ended September 30, 2023, and 2022. + + + + + + For the Nine Months Ended + + September 30, + + + + 2023 + 2022 + + + + + + + + Net cash used in operating activities + $ (4,232,018 ) + $ (3,138,401 ) + + + Net cash used in investing activities + (322,511 ) + (148,121 ) + + + Net cash provided by financing activities + 4,685,580 + 3,212,480 + + + Net change in cash and cash equivalents + $ 131,051 + $ (74,042 ) + + + + + +Operating +activities + + + +Net +cash used in operating activities was approximately $4.2 million for the nine months ended September 30, 2023, and +was primarily attributable to (i) a net loss of approximately $10.2 million, which were primarily offset by non-cash expense of +$4.8 million for share-based compensation, (ii) $0.3 million decrease in our accounts receivable, (iii) $0.5 million decrease +in our merchandise inventory and (iv) $0.3 million increase in accounts payable. + + + + 52 + + + + + + + +Net +cash used in operating activities was approximately $3.1 million for the nine months ended September 30, 2022, and +was primarily attributable to (i) a net loss of approximately $3.8 million, offset by (ii) approximately $0.7 million +decrease in our accrued liabilities. + + + +Investing +activities + + + +Net +cash used in investing activities for the nine months ended September 30, 2023, and 2022 was attributable to equipment +purchases during the periods presented. + + + +Financing +activities + + + +Net +cash provided by financing activities was approximately $4.7 million for the nine months ended September 30, 2023, +and was attributable to net line of credit paydowns of approximately $0.6 million and net proceeds from notes payable of approximately +$5.3 million. + + + +Net +cash provided by financing activities was approximately $3.2 million for the nine months ended September 30, 2022, +and was primarily attributable to approximately $4.2 million net line of credit draws and offset by approximately $0.9 +million in payments of notes payable. + + + +Commitments +and Contingencies + + + +In +the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, +that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, +"Loss Contingencies", we will record accruals for such loss contingencies when it is probable that a liability has been incurred +and the amount of loss can be reasonably estimated. + + + +The +following table summarizes our contractual obligations as of September 30, 2023: + + + + + + Payments due by period + + + Contractual obligations + Total + Less than + 1 year + 1 – 3 + years + + 3 – 5 + years + + More than + 5 years + + + Notes payable + $ 3,073,450 + $ 1,873,450 + $ 1,200,000 + $— + $— + + + Line of credit – Rosenthal (1) + 4,464,571 + 4,464,571 + — + — + — + + + Operating lease obligations + 1,134,532 + 291,301 + 843,231 + — + — + + + Total + $ 8,672,553 + $ 6,629,322 + $ 2,043,231 + $— + $— + + + + + + (1) The + Line of credit – Rosenthal was paid off on November 30, 2023 using available cash on + hand and proceeds from two notes issued to our CEO and Alice Wong Mei Wai, Sterling s + CEO. See Note 15, Subsequent Events, in the Company s unaudited condensed consolidated + financial statements for the nine months ended September 30, 2023 and 2022 for additional + information on the promissory notes. + + + +Results +of Operations + + + +For +the years ended December 31, 2022, and 2021 + + + + + + For the Years Ended December 31, + + + + + + + Percentage + + + + 2022 + 2021 + Change + Change + + + Net revenue + $26,137,340 + $28,696,713 + $(2,559,373) + 8.9% + + + Cost of goods sold + 13,410,003 + 15,415,066 + $(2,005,063) + 13.0% + + + Gross profit + 12,727,337 + 13,281,647 + $(554,310) + 4.1% + + + Operating, selling, general, and administrative expense + 17,371,979 + 17,020,507 + $351,472 + 2.1% + + + Depreciation and amortization expense + 469,715 + 412,653 + $57,062 + 13.8% + + + Total operating expenses + 17,841,694 + 17,433,160 + $408,534 + 2.4% + + + Loss from operations + (5,114,357) + (4,151,513) + $(962,844) + 23.2% + + + Other income (expense), net + (560,005) + 504,500 + $(1,064,505) + 211.0% + + + Net loss + $(5,674,362) + $(3,647,013) + $(2,027,349) + 55.6% + + + + + +Net +revenue + + + +Our +revenue primarily derived from online merchandise sales through its two complementary brands, J Peterman and Territory Ahead. Net revenue +decreased by approximately $2.6 million, or 8.9%, to approximately $26.1 million for the year ended December 31, 2022, as compared to +approximately $28.7 million for the year ended December 31, 2021. The following disaggregates revenues by brand. + + + + + + For the Years Ended + + + + December 31, 2022 + December 31, 2021 + + + + + + + + J Peterman + $8,268,297 + $9,198,741 + + + Territory Ahead + 16,089,405 + 15,776,778 + + + Sub-total + 24,357,702 + 24,975,519 + + + Guideboat + 1,779,638 + 3,721,194 + + + Net revenue + $26,137,340 + $28,696,713 + + + + + +Revenues +of $24.4 million for the J Peterman and Territory Ahead brands remained relatively flat for the year ended December 31, 2022, decreasing +approximately $0.6 million, or 2.5% versus 2021 of $25.0 million. Territory Ahead, acquired during 2020, continued to reflect growth +through merchandising and marketing efforts targeted at previously lapsed customers, with net revenue increasing approximately $0.3 million +or 2.0% for the year ended December 31, 2022, versus 2021. J Peterman saw a slight decrease in net revenue as it experienced a relative +stabilization after years of substantial growth following the inception of JPOL in 2019, decreasing approximately $0.9 million or 10.1% +for the year ended December 31, 2022, versus the prior year. Guideboat experienced a decrease of approximately $1.9 million for the year +ended December 31, 2022, versus the comparable period in 2021. The decrease was directly attributable to the decision to forego the mailing +of the 2022 fall catalogs based on our decision to exit the brand in the 3rd quarter of 2021. + + + + 53 + + + + + + + +Cost +of goods sold + + + +Cost +of goods sold mainly consists of cost of merchandise, net of purchase discounts, credit card fees, inbound and outbound shipping costs, +and royalties on brand licenses. Total cost of goods sold decreased by approximately $2.0 million, or 13.0%, to approximately +$13.4 million for the year ended December 31, 2022, as compared to approximately $15.4 million for the year ended +December 31, 2021. The decrease in cost of revenues is a direct result of a decrease in revenue, although with cost of goods sold decreasing +at a rate higher than that of sales. Also included in 2021 cost of goods sold is an $820 thousand reserve related to our exit from the +Guideboat brand (see explanation below). The following disaggregates cost of goods by brand. + + + + + + For + the Years Ended + + + + December + 31, 2022 + December + 31, 2021 + + + + + + + + J Peterman + $4,895,992 + $5,387,756 + + + Territory Ahead + 7,136,557 + 6,783,826 + + + Sub-total + 12,032,549 + 12,171,582 + + + Guideboat + 1,377,454 + 3,243,484 + + + Costs of goods + sold + $13,410,003 + $15,415,066 + + + + + +Cost +of goods sold increases for Territory Ahead were offset by cost decreases for J Peterman and Guideboat and were 5.2%, +(9.1%) and (57.5%), respectively, compared to 2021. + + + +Gross +Profit + + + +Gross +profit decreased by approximately $0.6 million, or 4.2%, to approximately $12.8 million for the year ended December 31, 2022 from +approximately $13.3 million for the year ended December 31, 2021. The following disaggregates gross profit by brand. + + + + + + For + the Years Ended + + + + December + 31, 2022 + December + 31, 2021 + + + + + + + + J Peterman + $3,372,305 + $3,810,985 + + + Territory Ahead + 8,952,849 + 8,992,952 + + + Sub-total + 12,325,154 + 12,803,937 + + + Guideboat + 402,183 + 477,710 + + + Gross profit + $12,727,337 + $13,281,647 + + + + + +For +the years ended December 31, 2022 and 2021, overall gross profit percentage was 48.7% and 46.3%, respectively. +The increase in gross profit percentage of 2.4% was primarily due to improved direct costs on purchased goods, corresponding to +the refreshing of acquired merchandise for J Peterman, and the increasing revenue of the higher margin of Territory Ahead +brand. + + + +J +Peterman saw gross profit percentage stabilize at 41% during 2022 to 2021. Cost saving initiatives implemented in 2021 were unfavorably +impacted by aggressive promotional offerings in 2022 in order to remain competitive in the current market environment in which JP competes. + + + +Territory +Ahead saw gross profit margin percentage remain relatively consistent for 2022 and 2021 at 56% and 57%, respectively. Similar to J +Peterman above, prior year cost saving initiatives implemented in 2021 were unfavorably impacted by aggressive promotional offerings +in 2022 in order to remain competitive in the current market environment in which Territory Ahead competes. + + + +Guideboat +gross profit as a percentage of sales was approximately 23% for the year ended December 31, 2022 as compared to approximately 13% for +the year ended December 31, 2021. The primary driver of the increase in gross profit for 2022 as compared to 2021 was the result of the +decision in the third quarter of 2021 to begin executing the wind-down of the Guideboat brand. In conjunction with the wind-down, we +initiated a long-term plan for an orderly sell-down of existing inventory, reducing utilization of catalogs and selling increasingly +via online methods to maximize cost recovery. Additionally, an $820 thousand inventory reserve was recognized as of December 31, 2021 +for the brand wind-down which did not recur in 2022. Without giving consideration to the inventory reserve, gross profit would have been +12% lower in 2022 as compared to 2021. As of March 31, 2023, the Company has fully exited the Guideboat brand. + + + + 54 + + + + + + + +The +Company has been able to effectively mitigate inflationary pressures in its supply chain across its broad product portfolio through many +levers including vendor selection and sourcing, product design attributes, outbound shipping improvements, and product pricing increases. +Initial margins have generally increased as a result across the portfolio, and the Company intends through initial pricing to protect +itself from any ongoing supply chain cost increases. As a result, the Company has not experienced negative effects on gross profit margins +during 2022 and 2021 and would expect initial margins to remain healthy going forward. However, the Company anticipates that the +effect of inflationary pressures will predominantly result in the need to discount its products more aggressively via promotions to respond +to competitors activity and overall consumer pull-back on discretionary purchases in an inflationary environment. The Company +believes this will present a gross profit margin risk that will likely continue into 2023 until such time as increased promotional +activity can be scaled back to historical levels. + + + +Operating +Expenses + + + +Total +operating expenses increased by approximately $0.4 million, or 2.1%, to approximately $17.4 million for the year +ended December 31, 2022 from approximately $17.0 million for the year ended December 31, 2021. + + + + + + For the + Year Ended + For the + Year Ended + + + + + + December + 31, 2022 + December + 31, 2021 + Change + Change + (%) + + + Operating, selling, general + and administrative expense + + + + + + + Selling + $8,613,738 + $9,597,603 + $(983,865) + 10.3% + + + Operating, general + and administrative + 8,758,241 + 7,422,904 + $1,335,337 + 18.0% + + + Total operating, + selling, general and administrative expense + $17,371,979 + $17,020,507 + $351,472 + 2.1% + + + + + +Total +Operating Expense increased approximately $0.4 million, as a result of higher general and administrative expense of $1.3 million largely +consisting of $1.4 million in higher payroll and benefits and offset by lower cost for catalogs of approximately $1.0 million and primarily +associated with lower postage of $0.6 million, and lower printing and paper costs of approximately $0.3 million. + + + +Selling Expense + + + +The +following disaggregates direct marketing expense by brand: + + + + + + For + the Years Ended + + + + December + 31, 2022 + December + 31, 2021 + + + + + + + + J Peterman + $2,811,517 + $2,998,192 + + + Territory Ahead + 4,693,131 + 4,748,927 + + + Sub-total + 7,504,648 + 7,747,119 + + + Guideboat + 1,109,090 + 1,850,484 + + + Total selling + expense + $8,613,738 + $9,597,603 + + + + + +J +Peterman direct marketing expenses decreased by approximately $0.2 million, or 6.2%, to approximately $2.8 million for the year ended +December 31, 2022 from approximately $3.0 million for the year ended December 31, 2021. This was driven primarily by lower postage, printing +and paper costs as noted above of approximately $0.2 million. + + + +Territory +Ahead direct marketing expenses decreased by approximately $0.1 million, or 1.2%, to approximately $4.7 million for the year ended December +31, 2022 from approximately $4.8 million for the year ended December 31, 2021. This was driven primarily by lower postage, printing and +paper costs as noted above of approximately $0.2 million and offset by higher web-ad cost of $0.1 million. + + + + 55 + + + + + + + +Guideboat +direct marketing expenses decreased by approximately $0.7 million, or 40.1%, to approximately $1.1 million for the year +ended December 31, 2022 from approximately $1.8 million for the year ended December 31, 2021. This was driven +by the Company s decision to exit the Guideboat brand at the end of 2022. + + + +General +and Administrative Expenses + + + +Of the total Operating, General and Administrative +Expense increase, approximately $1.3 million related to general and administrative expense, which increased to approximately $8.8 +million for the year ended December 31, 2022 from approximately $7.4 million for the year ended December 31, 2021. + + + +The +increase was mainly attributable to an approximately $1.9 million increase in personnel costs (salaries and benefits, professional +fees and contract labor) across the organization driven by the need to enhance organizational competencies and infrastructure against +identified needs and adapt to a post-COVID labor environment. A significant component of this increase, approximately $1.4 million +was related to the addition of personnel resources in most functional areas, including ecommerce, merchandising, administration, and +inventory planning, as well as an increase of $0.5 million for the use of outsourced professional services and contract labor +for the full year 2022 versus only a portion of 2021. The increase was partially offset by $0.5 million in sales tax +expensed due mainly to the decrease in sales during the period and approximately $0.1 million related to lower administrative expenses +for the year ended December 31, 2022 as compared to 2021. + + + +Other +income (expense), net + + + +Our +other income (expense), net is summarized as follows: + + + + + + For the + Year Ended + For the + Year Ended + + + + + + December + 31, 2022 + December + 31, 2021 + Change + Change + (%) + + + Other income (expense) + + + + + + + Interest expense + $(560,005) + $(345,900) + $214,105 + 61.9% + + + Forgiveness of PPP + loan + - + 850,400 + $(850,400) + - + + + Total other (expense)/income, + net + $(560,005) + $504,500 + $1,064,505 + 211.0% + + + + + +Total +other (expense)/income, net decreased by approximately $1.1 million, or 211.0%, to approximately $0.6 +million of expense for the year ended December 31, 2022, from approximately $0.5 million of income for the year +ended December 31, 2021. The decrease in total other expense, net was primarily attributable to recognition of $0.85 +million of PPP loan forgiveness in 2021 that did not recur in 2022 and interest expense increased $0.2 million as a +result of higher line of credit balances and interest rates in 2022 as compared to 2021. + + + +Net +loss + + + +Net +loss increased by approximately $2.0 million, or 55.6%, to approximately $5.7 million for the year ended +December 31, 2022, from approximately $3.6 million for the year ended December 31, 2021. Such change was +mainly due to the reasons discussed above. + + + + 56 + + + + + + + +The +following summarizes the key components of cash flows for the years ended December 31, 2022, and 2021. + + + + + + For + the Years Ended + December 31, + + + + 2022 + 2021 + + + + + + + + Net cash provided by (used in) + operating activities + $(5,265,148) + $337,599 + + + Net cash used in investing activities + (156,472) + (206,277) + + + Net cash (used in) + provided by financing activities + 5,312,562 + (49,444) + + + Net change in cash + and cash equivalents + $(109,058) + $81,878 + + + + + +Operating +activities + + + +Net +cash used in operating activities was approximately $5.3 million for the year ended December 31, 2022 and was primarily +attributable to (i) a net loss of approximately $5.7 million, (ii) decrease of approximately $0.5 million of current liabilities, +(iii) approximately $0.2 million decrease on our operating lease liability, (iv) approximately $0.1 million decrease on our deferred +obligations which were offset by (v) approximately $0.4 million decrease in our prepaid assets, (vi) approximately $0.5 million +decrease in our merchandise inventory, (vii) $0.2 million increase in our trade receivables and (viii) $0.1 million increase +in non-cash items such as amortization and depreciation. + + + +Net +cash provided by operating activities was approximately $0.3 million for the year ended December 31, 2021 and was primarily attributable +to (i) approximately $3.6 million increase in accounts payable and approximately $0.7 million increase in accrued liabilities as we have +leveraged vendor relationships, particularly our long-term supplier of inventory, Sterling, for extended terms to support the company +through this period of growth, reinvention and investment, and COVID challenges, (ii) approximately $0.5 million increase in sales taxes +payable resulted from our increased sales, (iii) approximately $0.2 million increase in deferred revenue for sales collected but backordered +as of year-end 2021, (iv) approximately $0.2 million decrease in prepaid expense and other current assets resulted from the realization +of more prepaid postage and prepaid catalog expenses in 2021, and (v) approximately $0.5 million in non-cash items such as depreciation +and amortization expense, offset by (i) a net loss of approximately $3.7 million, (ii) approximately $0.1 million increase in accounts +receivable from float in our credit card settlements due to higher sales, (iii) approximately $0.7 million increase in net merchandise +inventory due to accommodate anticipated sales growth (composed of approximately $1.5 million in increases in gross inventory +less an approximately $0.8 million inventory reserve), and (iv) approximately $0.1 million payment of our operating lease liability. + + + + 57 + + + + + + + +Investing +activities + + + +Net +cash used in investing activities was approximately $0.2 million for the years ended December 31, 2022, and 2021, respectively, and +was attributable to equipment purchases. + + + +Financing +activities + + + +Net +cash provided by financing activities was approximately $5.3 million +for the year ended December 31, 2022, and was attributable to approximately net line of credit draws of $2.2 million and proceeds +from notes payable of approximately $3.1 million. + + + +Net +cash used in financing activities was approximately $0.05 million for the year ended December 31, 2021, and was primarily attributable +to approximately $1.0 million payments of notes payable, offset by approximately $0.5 million net line of credit draws and PPP loan approximately +$0.4 million borrowings from PPP loan. + + + +Commitments +and Contingencies + + + +In +the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, +that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, +"Loss Contingencies", we will record accruals for such loss contingencies when it is probable that a liability has been incurred +and the amount of loss can be reasonably estimated. + + + +Off-Balance +Sheet Arrangements + + + +As +of December 31, 2022, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current +or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, +capital expenditures or capital resources that are material to our shareholders. + + + +Critical +Accounting Policies and Estimate + + + +The +consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial +statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, +revenues and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and +on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making +judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain +accounting policies that are significant to the preparation of financial statements. These accounting policies are important for an understanding +of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal +of our financial conditions and results of operations and require management s difficult, subjective, or complex judgment, often +as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. +Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility +that future events affecting the estimate may differ significantly from management s current judgments. Our significant accounting +policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this prospectus, but we believe +that the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial +statements. + + + + 58 + + + + + + + +Merchandise +Inventory + + + +Inventories +are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. We maintain a reserve for inventory +based on estimated losses that result from inventory that becomes obsolete or for which we have excess inventory levels. In determining +these estimates, we perform an analysis on current demand and usage for each inventory item over historical time periods. Based on that +analysis, we reserve a percentage of the inventory amount within each time period based on historical demand and usage patterns of specific +items in inventory. + + + +Revenue +Recognition + + + +The +Company follows the revenue accounting requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts +with Customers (Topic 606). The core principle underlying the revenue recognition of this ASU allows the Company to recognize – +revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company +expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine +whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. + + + +To +achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires +that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine +the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not +occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when +(or as) the Company satisfies the performance obligation. + + + +The +Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment +terms, are identified, the contract has commercial substance and consideration is probable of substantially collection. + + + +The +Company s revenues primarily include online merchandise sales. The Company has elected to treat shipping and handling as fulfillment +activities and not a separate performance obligation. Accordingly, the Company recognizes revenue at a point in time for its single performance +obligation related to online sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment, +net of discounts and estimated returns. The Company records an allowance for estimated merchandise returns based on our historical return +patterns and various other assumptions that management believes to be reasonable. Revenues are presented net of any taxes collected from +customers and remitted to governmental authorities. + + + +The +Company defers its revenue when payments are received in advance of performance for unsatisfied obligations related to customer deposits, +gift cards, and credit vouchers. + + + + 59 + + + + + + + +Goodwill + + + +The +Company s policy is to test goodwill for impairment annually on October 1, going forward, at the entity level whenever one +or more events occur or circumstances indicate a potential impairment exists. Circumstances that could require an impairment assessment +include, but are not limited to, (i) a significant adverse change in legal factors or business climate, (ii) the emergence of increased +competition, (iii) an adverse action or assessment by a governmental agency or regulator, or (iv) overall financial performance such +as negative or declining cash flows. + + + +When +evaluating whether goodwill is impaired, the Company compares the fair value of the entity to its carrying amount, including goodwill. +The fair value of the entity is estimated using various valuation techniques, including the discounted value of estimated future cash +flows (an income approach). Assumptions regarding future cash flows and growth rates are based on the annual operating budget and long-term +plans for each reporting unit and discount rate assumptions are based on an assessment of the risk inherent in the respective reporting +unit. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The +impairment loss represents the excess of the carrying amount of the entity over its fair value and cannot exceed the entity s carrying +amount of goodwill. + + + +Intangible +Assets, net + + + +Purchased +intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable +lives continue to be amortized over the Company s best estimate of its useful life. + + + +Long-Lived +Assets + + + +The +Company periodically reviews long-lived assets, including property and equipment and intangible assets with finite lives, for impairment +whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use +of the assets) indicate that the carrying amount of an asset may not be recoverable. The Company evaluates the recoverability of its +long-lived assets based on estimated undiscounted future cash flows and provides for impairment if such undiscounted cash flows are insufficient +to recover the carrying amount of the long-lived asset. If impaired, the long-lived asset is written down to its estimated fair value. +No events have occurred which indicate the carrying amount of the Company s long-lived assets may not be recoverable. + + + + 60 + + + + + + + +Share-Based +Compensation + + + +The Company accounts for share-based compensation in accordance with Accounting Standards Codification ("ASC") Topic 718, +"Compensation – Stock Compensation," which requires the Company to recognize compensation expense for share-based awards, measured at +the fair value of the awards at the grant date. Share-based compensation expense was estimated based on an income approach based on estimates +of future cash flows and discounted for lack of marketability. + + + +Income +Taxes + + + +The +Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities +for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company +determines deferred tax assets and liabilities based on the differences between the financial statements and tax basis of assets and +liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change +in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company +recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In +making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing +taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company +determines that the Company would be able to realize our deferred tax assets in the future more than their net recorded amount, the Company +would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. + + + +In +accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining +that the relevant tax authority would more likely than not sustain the position following an audit. The Company recognizes interest and +penalties on any unrecognized tax benefits as a component of income tax expense. Based on an evaluation of the Company s tax positions, +management believes all positions taken would be upheld under an examination. The Company s federal and state tax returns are potentially +open to examinations generally three years after the tax returns are filed. The Company periodically evaluates whether its uncertain +tax positions require recognition or disclosure in the financial statements. + + + +BUSINESS + + + +Who +We Are + + + +We +are a proprietary branded apparel, footwear, and accessory company that designs, sources, markets, and distributes products bearing the \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/CIK0002009640_cambodia_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002009640_cambodia_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CIK0002009640_cambodia_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/CIK0002026819_yuanyi_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/CIK0002026819_yuanyi_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..69faac99bd69ccb0270e3c3eb4462422522f3d9c --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/CIK0002026819_yuanyi_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 5 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/DYCQR_dt-cloud_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/DYCQR_dt-cloud_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/DYCQR_dt-cloud_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/EXOZ_exozymes_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/EXOZ_exozymes_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/EXOZ_exozymes_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/FXB_invesco_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/FXB_invesco_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f954d4f6ff7209474829b780e9ef5ad3e618f5e --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/FXB_invesco_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary This is a summary of the prospectus. You should read the entire prospectus, including Risk Factors beginning on page 6 and the information incorporated by reference in this prospectus, before making an investment decision about the Shares. See Glossary of Terms beginning on page 12 for a description of certain terms used in this prospectus. TRUST STRUCTURE The Trust is a grantor trust formed under the laws of the State of New York pursuant to the Depositary Trust Agreement. The Trust holds British Pounds Sterling and from time to time issues Baskets in exchange for deposits of British Pounds Sterling and distributes British Pounds Sterling in connection with redemptions of Baskets. The investment objective of the Trust is for the Shares to reflect the price in USD of the British Pound Sterling. Earning income for Shareholders is not the objective of the Trust. Whether investors earn income primarily depends on the relative value of the British Pound Sterling and the USD. If the British Pound Sterling appreciates relative to the USD and a Shareholder sells Shares, the Shareholder will earn income. If the British Pound Sterling depreciates relative to the USD and a Shareholder sells Shares, the Shareholder will incur a loss. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in British Pounds Sterling. The Shares represent units of fractional undivided beneficial interest in, and ownership of, the Trust. The Shares are listed and trade on NYSE Arca under the symbol FXB. The Shares may also trade in other markets, but the Sponsor has not sought to have the Shares listed by any other market. The Sponsor, Invesco Specialized Products, LLC, a Delaware limited liability company, established the Trust and is responsible for registering the Shares. The Sponsor generally oversees the performance of the Trustee and the Trust s principal service providers, but does not exercise day-to-day oversight over the Trustee or the Trust s service providers. The Sponsor may remove the Trustee if any of various events occur. See Description of the Depositary Trust Agreement The Trustee Resignation, discharge or removal of trustee; successor trustees for more information. The Sponsor maintains a public website on behalf of the Trust containing information about the Trust and the Shares. The internet address of the Trust s website is www.invesco.com/etfs. This internet address is provided here only as a convenience to you; the information contained on or connected to the Trust s website is not considered part of this prospectus. The general role and responsibilities of the Sponsor are discussed further under The Sponsor. The Trustee is The Bank of New York Mellon, a banking corporation formed under the laws of the State of New York with trust powers. The Trustee is generally responsible for the day-to-day administration of the Trust. This includes calculating the NAV of the Trust and the NAV per Share each business day, paying the Trust s expenses (which are accrued daily but paid monthly), including withdrawing the Trust s British Pounds Sterling, if needed, receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Depository and DTC. The general role, responsibilities and regulation of the Trustee are further described under The Trustee. The Depository is JPMorgan Chase Bank, N.A., London Branch. The Depository and the Trustee have elected the laws of England to govern the Deposit Account Agreement between them. The Depository accepts British Pounds Sterling deposited with it by Authorized Participants in connection with the creation of Baskets. The Depository facilitates the transfer of British Pounds Sterling into and out of the Trust through the two deposit accounts maintained with it by the Trust. The Depository may pay interest on the primary deposit account but does not pay interest on the secondary deposit account. Interest on the primary deposit account, if any, accrues daily and is paid monthly. The material terms of the Depositary Trust Agreement are discussed in greater detail in Description of the Depositary Trust Agreement. The general role, responsibilities and regulation of the Depository and the two deposit accounts are further described under The Depository and Description of the Deposit Account Agreement. Detailed descriptions of certain specific rights and duties of the Trustee and the Depository are set forth under Description of the Shares, Description of the Depositary Trust Agreement and Description of the Deposit Account Agreement. The Distributor, Invesco Distributors, Inc., is a corporation formed under the laws of the State of Delaware. The Distributor assists the Sponsor in marketing the Shares. Specifically, the Distributor prepares marketing materials regarding the Shares, including the content of the Trust s website, executes the marketing plan for the Trust and provides strategic and tactical research on the foreign exchange markets, in each case in compliance with applicable laws and regulations. The Distributor and the Sponsor are affiliates of one another. There is no written agreement between them, and no compensation is paid by the Sponsor to the Distributor in connection with services performed by the Distributor for the Trust. See The Distributor for more information. Table of Contents EXPLANATORY NOTE This Pre-Effective Amendment No. 2 on Form S-1 to the Registration Statement on Form S-3 (File No. 333-280626) is being filed for the purposes of changing the EDGAR tag of the registration statement from S-3/A to S-1/A . Table of Contents INVESTMENT ATTRIBUTES OF THE TRUST The investment objective of the Trust is for the Shares to reflect the price in USD of the British Pound Sterling. The Shares are intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding British Pounds Sterling. The costs of purchasing Shares should not exceed the costs associated with purchasing any other publicly-traded equity securities. The Shares are an investment that is: Easily Accessible. Investors are able to access the market for British Pounds Sterling through a traditional brokerage account. The Shares are bought and sold on NYSE Arca like any other exchange-listed security. Exchange-Traded. Because they are traded on NYSE Arca, the Shares will provide investors with an efficient means of implementing investment tactics and strategies that involve British Pounds Sterling. NYSE Arca-listed securities are eligible for margin accounts. Accordingly, investors are able to purchase and hold Shares with borrowed money to the extent permitted by law. Transparent. The Shares are backed by the assets of the Trust, which does not hold or use derivative products. The value of the holdings of the Trust is reported on the Trust s website, www.invesco.com/etfs, every business day. Investing in the Shares will not insulate the investor from price volatility or other risks. Further, the ratio of British Pounds Sterling to Shares may decrease due to withdrawals made to pay Trust expenses in the event that the interest income of the Trust is not sufficient to cover the entirety of the Trust expenses. See Risk Factors and The Depository. PRINCIPAL OFFICES The principal offices of the Sponsor and the Trust are the offices of Invesco Specialized Products, LLC at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, and the principal offices of the Distributor are the offices of Invesco Distributors, Inc. at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046. The telephone number of Invesco Specialized Products, LLC at its address is (800) 983-0903. None of the Sponsor, the Trust or the Distributor owns or leases any other real estate. The Trustee has an office at 2 Hanson Place, Brooklyn, New York 11217. The Depository is located at 125 London Wall, London, EC2Y 5AJ, United Kingdom. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/IBIT_ishares_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/IBIT_ishares_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..88ed9d0f74b9e9a54d233ff9c4fda27e15604ad0 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/IBIT_ishares_prospectus_summary.txt @@ -0,0 +1 @@ +S-1/A Table of Contents The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 9, 2024 iShares Bitcoin Trust The iShares Bitcoin Trust (the Trust ) is a Delaware statutory trust that issues shares ( Shares ) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of bitcoin held by a custodian on behalf of the Trust. The Trust seeks to reflect generally the performance of the price of bitcoin. The Trust seeks to reflect such performance before payment of the Trust s expenses and liabilities. iShares Delaware Trust Sponsor LLC (the Sponsor ) is the sponsor of the Trust; Wilmington Trust, National Association, a national association (the Delaware Trustee ), is the Delaware trustee of the Trust; BlackRock Fund Advisors (the Trustee ) is the trustee of the Trust; Coinbase Custody Trust Company, LLC (the Bitcoin Custodian ) is the custodian for the Trust s bitcoin holdings; and The Bank of New York Mellon is the custodian for the Trust s cash holdings (the Cash Custodian and together with the Bitcoin Custodian, the Custodians ) and the administrator of the Trust (the Trust Administrator ). The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act ), and the Sponsor is not registered with the Securities and Exchange Commission ( SEC ) as an investment adviser and is not subject to regulation by the SEC as such in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the Commodity Exchange Act or CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor with respect to the Trust. The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the SEC in accordance with Rule 456(d) and 457(u). The Trust issues and redeems Shares only in blocks of 40,000 or integral multiples thereof, based on the quantity of bitcoin attributable to each Share (net of accrued but unpaid remuneration due to the Sponsor (the Sponsor s Fee ) and any accrued but unpaid expenses or liabilities). A block of 40,000 Shares is called a Basket. These transactions will take place in exchange for cash. Subject to The Nasdaq Stock Market LLC ( NASDAQ ) receiving the necessary regulatory approval to permit the Trust to create and redeem Shares in-kind for bitcoin (the In-Kind Regulatory Approval ), these transactions may also take place in exchange for bitcoin. The timing of the In-Kind Regulatory Approval is unknown, and there is no guarantee that NASDAQ will receive the In-Kind Regulatory Approval at any point in the future. If NASDAQ receives the In-Kind Regulatory Approval and if the Sponsor chooses to allow in-kind creations and redemptions, the Trust will notify the owners of the beneficial interests of Shares (the Shareholders ) in a prospectus supplement, in its periodic Exchange Act reports and on the Trust's website. Baskets will be offered continuously at the net asset value per Share ( NAV ) for 40,000 Shares. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee ( Authorized Participants ) may purchase or redeem Baskets. Shares will be offered to the public from time to time at varying prices that will reflect the price of bitcoin and the trading price of the Shares on NASDAQ at the time of the offer. The Authorized Participants will deliver only cash to create Shares and will receive only cash when redeeming Shares. Further, Authorized Participants will not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the Trust or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption process. The Trust will create Shares by receiving bitcoin from a third party that is not the Authorized Participant and the Trust not the Authorized Participant is responsible for selecting the third party to deliver the bitcoin. Further, the third party will not be acting as an agent of the Authorized Participant with respect to the delivery of the bitcoin to the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the bitcoin to the Trust. The Trust will redeem shares by delivering bitcoin to a third party that is not the Authorized Participant and the Trust not the Authorized Participant is responsible for selecting the third party to receive the bitcoin. Further, the third party will not be acting as an agent of the Authorized Participant with respect to the receipt of the bitcoin from the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the bitcoin from the Trust. The third party will be unaffiliated with the Trust and the Sponsor. Prior to this offering, there has been no public market for the Shares. The Shares will be listed and traded on NASDAQ under the ticker symbol IBIT. Market prices for the Shares may be different from the NAV. CME CF Bitcoin Reference Rate New York Variant for the Bitcoin U.S. Dollar trading pair (the CF Benchmarks Index ), produced by CF Benchmarks Ltd., on January 5, 2024 was $43,790.80. Except when aggregated in Baskets, Shares are not redeemable securities. Baskets are only redeemable by Authorized Participants. The Trust is an emerging growth company, as that term is used in the Jumpstart Our Business Startups Act (the JOBS Act ), subject to reduced public company reporting requirements under U.S. federal securities laws. Investing in the Shares involves significant risks. See Risk Factors starting on page 15. Neither the SEC nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Shares are not interests in nor obligations of any of the Sponsor, the Trustee, the Delaware Trustee, BlackRock Financial Management, Inc. (the Seed Capital Investor ), the Administrator, the Cash Custodian, the Bitcoin Custodian or their respective affiliates. The Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. iShares is a registered trademark of BlackRock, Inc. or its affiliates. Table of Contents On October 27, 2023, the Seed Capital Investor, an affiliate of the Sponsor, subject to conditions, purchased the Seed Shares, comprising 4,000 Shares at a per-Share price of $25.00. Delivery of the Seed Shares was made on October 27, 2023. Total proceeds to the Trust from the sale of the Seed Shares were $100,000. On January 5, 2024, the Seed Shares were redeemed for cash and the Seed Capital Investor purchased the Seed Creation Baskets, comprising of 400,000 Shares at a per-Share price of $25.00. Total proceeds to the Trust from the sale of the Seed Creation Baskets were $10,000,000. On January 5, 2024, the Trust purchased 227.90250 bitcoin with the proceeds of the Seed Creation Baskets using the Prime Execution Agent. As of the date of this prospectus, these 400,000 Shares represent all of the outstanding Shares. The Seed Capital Investor has acted as a statutory underwriter in connection with this purchase. See Seed Capital Investor and Plan of Distribution for additional information. The price of the Seed Shares and the Seed Creation Baskets was determined as described above and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times. The date of this prospectus is January , 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTS iv PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/INTZ_intrusion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/INTZ_intrusion_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/INTZ_intrusion_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/KLC_kindercare_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/KLC_kindercare_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/KLC_kindercare_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/MNR_mach_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/MNR_mach_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/MNR_mach_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/MOBBW_mobilicom_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/MOBBW_mobilicom_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/MOBBW_mobilicom_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/NGNE_neurogene_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/NGNE_neurogene_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/NGNE_neurogene_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/PLCE_childrens_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/PLCE_childrens_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..bb6525021782880f97a9816151bf341dbaa4d7b8 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/PLCE_childrens_prospectus_summary.txt @@ -0,0 +1 @@ +S-1/A 1 tm2426182d6_s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 30, 2024 Registration No. 333-282664 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE CHILDREN S PLACE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 31-1241495 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 500 Plaza Drive Secaucus, New Jersey 07094 (201) 558-2400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Jared E. Shure Chief Administrative Officer, General Counsel and Corporate Secretary The Children's Place, Inc. 500 Plaza Drive Secaucus, New Jersey 07094 (201) 558-2400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY 10281 212-504-6000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "accelerated filer," "large accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY Prospectus Dated december 30, 2024 THE CHILDREN S PLACE, INC. Non-Transferable Subscription Rights to Purchase Up to $90,000,000 in Shares of Common Stock, representing 9,230,769 Shares of Common Stock in the Aggregate The Children s Place, Inc. ("The Children s Place", the "Company", "we", "us" or "our") is distributing at no charge to the holders of our common stock, par value $0.10 per share (the "Common Stock"), on a pro rata basis, non-transferable subscription rights to purchase up to an aggregate of 9,230,769 shares of our Common Stock at a subscription price of $9.75 per whole share, payable by each rights holder (i) in cash, (ii) by delivery in lieu of cash of an equivalent amount of any indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness. We refer to this offering as the "Rights Offering". We are offering to each of our stockholders one non-transferable subscription right for each full share of Common Stock owned by that stockholder as of the close of business on December 13, 2024, the record date (the "Record Date"). Each subscription right will entitle its holder to purchase 0.7220 shares of our Common Stock. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of our Common Stock that remain unsubscribed as a result of any unexercised basic subscription rights (the "over-subscription privilege"). The over-subscription privilege allows a rights holder to subscribe for additional shares of our Common Stock at the subscription price of $9.75 per whole share. We refer to the basic subscription rights and over-subscription privilege as "rights" or "subscription rights". The total subscription price of shares of Common Stock offered in this Rights Offering will be $90.0 million, assuming all rights are exercised. To the extent you properly exercise your over-subscription privilege for an amount of shares of Common Stock that exceeds the number of the unsubscribed shares of Common Stock available to you, the subscription agent for this Rights Offering, Equiniti Trust Company, LLC (the "Subscription Agent"), will return to you any excess subscription payments, in the manner and form in which such payments were made, without interest or penalty, as soon as practicable following the Expiration Date and Time (as defined below), and after all necessary calculations, pro rata allocations and adjustments have been completed. We are not requiring a minimum individual or overall subscription to complete the Rights Offering. The Subscription Agent will hold all funds received from subscribing stockholders in a segregated account (or, with respect to any evidence of indebtedness for borrowed money received from subscribing stockholders, in escrow) until we issue your shares of our Common Stock to you upon consummation of the Rights Offering or the withdrawal or termination of the Rights Offering. Subscription rights may only be exercised in aggregate for whole numbers of our Common Stock fractional shares of Common Stock or cash in lieu of fractional shares of Common Stock will not be issued in the Rights Offering. Any fractional shares of Common Stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share of Common Stock. The subscription rights may be exercised at any time during the Rights Offering subscription period (the "Subscription Period"), which will commence on December 31, 2024, and will expire at 5:00 p.m., New York City time, on January 31, 2025 (the "Expiration Date and Time"). We may, in our sole discretion, extend the Subscription Period. We will extend the duration of the Rights Offering as required by applicable law, and we may choose to extend it if we decide that changes in the market price of our Common Stock warrant an extension or if we decide to give you more time to exercise your subscription rights in this Rights Offering. Once you have exercised your subscription right, your exercise may not be revoked. The rights are non-transferable. The subscription rights that are not exercised by the Expiration Date and Time will expire and will have no value. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date and Time. If you are a beneficial owner of shares of Common Stock registered in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish an earlier deadline before the Expiration Date and Time by which time you must provide the nominee with your instructions and deliver all documents and payments to exercise your subscription rights. See "The Rights Offering" for additional information. The Rights Offering is being made in connection with the Letter Agreement between the Company and Mithaq Capital SPC, a Cayman segregated portfolio company ("Mithaq") entered into on February 29, 2024 (the "Letter Agreement"). Our largest stockholder, Mithaq, has indicated that it currently intends, but undertakes no obligation, to exercise all of the subscription rights distributed to it and its subsidiary, Snowball Compounding Ltd. ("Snowball"), by the Company in the Rights Offering, as well as the over-subscription privilege, and that it currently intends, but undertakes no obligation, to pay some or all of the subscription price payable upon the exercise of any such subscription rights directly held by Mithaq with indebtedness for borrowed money owed by the Company to Mithaq (including any indebtedness then-outstanding pursuant to Mithaq Term Loans (as defined below)). Our directors and executive officers who own shares of Common Stock are permitted, but not required, to participate in the Rights Offering on the same terms and conditions applicable to all holders of subscription rights. See "The Rights Offering – Participation of Our Directors, Executive Officers and Significant Stockholders" and "Risk Factors – Risks Related to Our Stock and Stock Price – We have a controlling stockholder who, following the Rights Offering, may continue owning a majority of our outstanding shares of Common Stock, and as a result controls all matters requiring shareholder approval." Our Common Stock is listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "PLCE". On December 27, 2024, the closing price of our Common Stock as reported by Nasdaq was $10.95 per share. The subscription rights are non-transferable, except that they will be transferable by operation of law. The subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market. Per Share of Common Stock Aggregate Subscription Price $9.75 $90,000,000 Proceeds to The Children s Place, before expenses $9.75 $90,000,000(1) (1) Assumes that the Rights Offering is fully subscribed and that the subscription price for all shares of Common Stock subscribed for is paid in cash. To the extent that the subscription price for any shares of Common Stock subscribed for is paid for by the delivery of indebtedness for borrowed money, such delivery would have the result of reducing the Company s outstanding indebtedness for borrowed money but would not result in cash proceeds to the Company. Exercising the subscription rights and investing in our Common Stock involves significant risks. We urge you to read carefully the entirety of this prospectus, including the section titled "Risk Factors" beginning on page 11 of this prospectus, the section titled "Risk Factors" of the Company s Annual Report on Form 10-K filed on May 6, 2024 (the "Form 10-K") and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 4, 2024, August 3, 2024 and November 2, 2024, and all other information included or incorporated by reference in this prospectus before you decide whether to exercise your rights. Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Equiniti Trust Company, LLC will serve as the Subscription Agent and transfer agent (the "Transfer Agent") for the Rights Offering, and D.F. King & Co., Inc. will serve as the information agent (the "Information Agent") for the Rights Offering. Neither we nor our board of directors (the "Board of Directors") make any recommendation to holders regarding whether they should exercise their subscription rights. As a result of the terms of this Rights Offering, stockholders who do not fully exercise their subscription rights will own, upon completion of this Rights Offering, a smaller proportional interest in our Common Stock than otherwise would be the case had they fully exercised their rights, including as compared to any stockholders that exercise a greater proportion of their rights. See "Risk Factors" beginning on page 11 of this registration statement for more information. If you have any questions or need further information about this Rights Offering, please call D.F. King & Co., Inc., our Information Agent for this Rights Offering, at (888) 567-1626. It is anticipated that delivery of the Common Stock purchased in this Rights Offering will be made on or about February 7, 2025 (assuming all necessary calculations, pro rata allocations and adjustments have been completed by such date). The date of this prospectus is [ ], 2024. TABLE OF CONTENTS ABOUT THIS PROSPECTUS ii QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING iii SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/RBRK_rubrik-inc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/RBRK_rubrik-inc_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..0e58b50e4258de577783b2cab3ffc21575fbbff4 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/RBRK_rubrik-inc_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, and Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, all references in this prospectus to we, us, our, our company, and Rubrik, refer to Rubrik, Inc. and its consolidated subsidiaries. Unless otherwise indicated, references to our common stock include our Class A common stock and Class B common stock. RUBRIK, INC. Overview We are on a mission to secure the world s data. Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security if your data is secure, your business is resilient. We built Rubrik Security Cloud, or RSC, with Zero Trust design principles to secure data across enterprise, cloud, and software-as-a-service, or SaaS, applications. RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. Our platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. We enable organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility. Traditional cybersecurity approaches have failed to not only prevent but also provide recovery from increasingly rampant and sophisticated cyberattacks. At the same time, legacy backup and recovery solutions have significant shortfalls in addressing cyber recovery and data security as they were primarily built for operational and natural disaster recoveries. They were not designed to enable reliable recovery from cyberattacks, nor were they designed to natively deliver cyber threat analytics and event response. Architecture matters when it comes to securing data. We built a unique SaaS architecture that combines data and metadata from business applications across enterprise, cloud, and SaaS applications to create self-describing data as a time-series. Self-describing data contains information such as application context, user identity, data sensitivity, and application lineage. This allows us to apply artificial intelligence and machine learning directly to business data to understand emergent data security threats and deliver cyber recovery. Our Zero Trust Data Security platform assumes that information technology infrastructure will be breached, and nothing can be trusted without authentication. Our data threat engine powered by artificial intelligence and machine learning analyzes the self-describing data time-series to derive Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated April 16, 2024. 23,000,000 Shares CLASS A COMMON STOCK This is an initial public offering of shares of Class A common stock of Rubrik, Inc. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $28.00 and $31.00. We have applied to list our Class A common stock on the New York Stock Exchange under the symbol RBRK. We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is convertible at any time into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 99.3% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and principal stockholders representing approximately 63.6% of such voting power. We are an emerging growth company as defined under the federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled Risk Factors beginning on page 21 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Rubrik, Inc. $ $ (1) See the section titled Underwriting (Conflicts of Interest) for additional information regarding compensation payable to the underwriters. At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to certain persons identified by our management, which may include certain parties we have a business relationship with and friends and family of management. See the section titled Underwriting (Conflicts of Interest) Directed Share Program. To the extent that the underwriters sell more than 23,000,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 3,450,000 shares of Class A common stock from us at the initial public offering price less underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2024. Goldman Sachs & Co. LLC Barclays Citigroup Wells Fargo Securities Guggenheim Securities Mizuho Truist Securities BMO Capital Markets Deutsche Bank Securities KeyBanc Capital Markets Cantor CIBC Capital Markets Capital One Securities Wedbush Securities SMBC Nikko Prospectus dated , 2024. Table of Contents security intelligence from data and provide remediation recommendations. Automation is at the core of our architecture ethos. Our automated policy-driven platform delivers data security enforcement, incident response orchestration, and API integrations with the broader security ecosystem. We use the following guiding principles to design our RSC platform and products: Data resilience. Data is always available, notwithstanding cyberattacks, malicious insiders, and operational disruptions. Data observability. Data is continuously monitored to strengthen data security posture and minimize attack surface. Emergent security risks are identified, contained, and resolved. Data remediation. Points of infection are identified, threats are remediated, and impacted data assets are rapidly recovered without malware reinfection. Our business is indexed to business data growth. Our customers need for our solutions grows in lockstep with their business data growth and their need for additional data security capabilities. We primarily sell subscriptions to RSC through our sales team and partner network by employing a land and expand sales strategy. We land new customers by selling subscriptions to RSC to secure any one of four distinct types of data: private cloud (which we refer to as enterprise), enterprise NAS(1) (which we refer to as unstructured data), cloud, and SaaS applications. Expansion happens along three vectors: the growth of data from applications already secured by Rubrik; new applications secured; and additional data security products. This expansion is driven by a natural flywheel effect in which the value of our platform increases as our customers data grows across various applications. As organizations manage more data with RSC, they gain deeper insights into their data, strengthen their overall security posture, and reduce compliance risk. Our average subscription dollar-based net retention rate was 133% as of January 31, 2024. See the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics included elsewhere in this prospectus for our definitions of these metrics. Our platform s broad applicability allows us to serve organizations of all sizes across a wide range of industries and geographies. As of January 31, 2024, we had more than 6,100 customers, increasing from over 5,000 customers as of January 31, 2023. Organizations around the world rely on Rubrik to achieve business resilience in the face of cyberattacks, malicious insiders, and operational disruptions. As a result, we have experienced rapid growth, with our subscription annual recurring revenue, or Subscription ARR, increasing from $532.9 million as of January 31, 2023, to $784.0 million as of January 31, 2024, representing a 47% increase, and our total revenue increasing from $599.8 million in the fiscal year ended January 31, 2023, or fiscal 2023, to $627.9 million in the fiscal year ended January 31, 2024, or fiscal 2024. We measure our business on the basis of Subscription ARR. Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers. As of January 31, 2024, we had 1,742 customers generating more than $100,000 in Subscription ARR and 99 customers generating more than $1,000,000 in Subscription ARR. We have continued to invest in growing our business and advancing our solutions to capitalize on our market opportunity. As a result, in fiscal 2023 and fiscal 2024, we incurred net losses of $(277.7) million and $(354.2) million, respectively. In fiscal 2023 and fiscal 2024, operating cash flow was $19.3 million and $(4.5) million, respectively, and free cash flow was $(15.0) million and $(24.5) million, respectively. (1) Network-Attached Storage. Table of Contents Table of Contents Industry Background We believe that data is every organization s most important asset, and that the following industry trends are driving a need for a new approach to data security: Due to accelerated digitization, cloud adoption, and rapid data growth, organizations manage extensive, valuable data estates that are vulnerable to malicious actors. Accelerated digitization. Organizations are racing to deliver digital customer experiences, digitize operations, and implement new workforce models to drive higher productivity. The proliferation of new technologies has resulted in an increase in the surface area for cyberattacks. Cloud and SaaS adoption. As more organizations embrace numerous cloud and SaaS applications, the IT environment continues to become more fragmented. As a result, organizations lose visibility and control over where their data resides, how it is used, and who is using it. Data value is increasing. Data fuels organizational innovation, growth, and differentiation in the digital economy. The value of data further increases through a regulatory lens as organizations secure, manage, and govern their data to be compliant with industry and data privacy regulations (e.g., HIPAA, PCI, GDPR, CCPA). As data value increases, organizations face a growing threat of cyberattacks intent on exfiltrating data assets. Recent AI progress forces organizations to contend with new data security, privacy, and compliance risks. GenAI adoption requires data security. Generative AI breakthroughs have ushered in a technological paradigm shift that promises huge productivity gains for organizations. For enterprises to unlock competitive advantages, they need to build AI models based on data from their business applications. CIOs, CISOs, and senior technology leaders need to set guardrails to mitigate ensuing data security, privacy, and compliance risks. GenAI could lead to more sophisticated cyberattacks. Generative AI fuels new visual, auditory, and textual methods of attacks, increasing the volume and sophistication of cyber incidents. Simultaneously, AI-based technologies will help organizations identify new vulnerabilities and navigate new data security risks. The digital economy demands organizations to have 24x7 application availability and resilience against cyberattacks, faults, and failures. 24x7 application availability is a business requirement. Organizations must ensure that their applications are available 24x7 to meet the demands of both customers and employees. Application availability requires organizations to withstand cyberattacks, malicious insiders, and operational disruptions, all of which can negatively impact the customer experience and operational efficiency. Cyberattacks are increasing in scale and sophistication. As organizations amass valuable data, malicious actors have increased their efforts to exploit it. Whether targeting end-customer data or holding organizations hostage through breaches, cyber criminals are putting organizations at growing risk. Emergence of new infrastructure security paradigms. The increase in surface area for a potential cyberattack and the explosion of intrusions have driven increased cybersecurity budgets and new approaches to security. According to Gartner , the world is on track to spend over $200 billion a year for all segments in security and risk management end-user spending in Table of Contents Table of Contents 2024. Organizations have evolved from using a full-trust, perimeter-guarding security approach to a more stringent Zero Trust infrastructure security model that denies access by default. Despite this, cyberattacks continue to occur, and infrastructure security solutions cannot help reconstitute the business in the event of a cyberattack. Organizations must comply with a growing and ever-evolving data compliance and regulatory landscape. Data compliance has become increasingly difficult. Compliance mandates for protecting sensitive data and user access are continually evolving and proliferating. As cyberattacks increase and enterprise AI adoption continues, organizations must navigate stricter regulations. The culmination of these trends places organizations and their data assets at continuous risk. While organizations have increased security budgets and adopted advanced defenses, keeping up with evolving cyber threats remains a challenge as infrastructure continues to be compromised and data is breached. Securing data necessitates a new approach. Limitations of Current Technologies Current products and technologies struggle to meet the data security needs of today s organizations and are limited by some or all of the following: Built for security or for backup and recovery, but not both; Inability to surface data security incidents for security operations; Inability to recover data after a cyberattack; Not built to manage and provide a unified view of hybrid multi-cloud environments; Inability to provide deep visibility and understanding of disparate data sources over time; Inability to orchestrate recovery of diverse data sources without malware reinfection; Existing solutions full trust security model increases software supply chain risk; and Difficult to use at scale and across data sources. Our Data Security Platform Rubrik has a unique Zero Trust Data Security approach to help organizations achieve business resilience against cyberattacks, malicious insiders, and operational disruptions. We believe a comprehensive cybersecurity strategy requires data security in addition to traditional infrastructure security approaches. We enable organizations to implement a Zero Trust framework at the data layer, deliver data availability that withstands the aforementioned adverse conditions, and uphold data integrity even when infrastructure is compromised. RSC is a cloud native SaaS platform that secures data across disparate sources, allowing customers to have a single point of control from one user interface. RSC is built on a proprietary framework that represents time-series data and metadata generated across enterprise, cloud, and SaaS applications. We build products on top of RSC to address a myriad of use cases that help our customers achieve cyber resilience, from hardening their data security posture to cyber recovery. These use cases include protection and recovery from cyberattacks, malicious insiders, and operational disruptions; orchestration of cyber and operational recovery, failover/failback testing, and cloud migration; sensitive data classification and over-privileged data access; monitoring for governance, regulatory compliance, and data breaches; and identification, containment, and Table of Contents Table of Contents remediation of ransomware and other security threats. Our access to time-series data and metadata allows us to deliver a breadth of products that span the following areas: Data Protection. Our data protection products are built for ease of deployment and use, scalability, and rapid recovery from cyberattacks, malicious insiders, and operational disruptions. We offer data protection products to manage enterprise, unstructured data, cloud, and SaaS applications. Data Threat Analytics. Our data threat analytics products use advanced machine learning to detect data threats and identify the blast radius of a cyberattack to enable a speedy recovery. They can also be used for threat hunting and to continuously monitor for indicators of compromise commonly used by bad actors to establish persistent access, move laterally, or exfiltrate data. Data Security Posture. Our data security posture products strengthen cyber posture by locating sensitive data proliferation, in addition to identifying data risks. They can be used to discover where organizational data lives, sensitivity of data, and user access and activity. Cyber Recovery. Our cyber recovery products improve cyber readiness and incident response by providing orchestrated recovery from a cyberattack and threat containment to quarantine data infected with malware. In addition, we offer Ruby for AI data defense and recovery. Ruby is designed to augment human efforts with its generative AI capabilities, helping customers scale their data security operations with automation, boosting productivity, and bridging the users skills gap. Ruby uses Microsoft Azure OpenAI Service in combination with our own proprietary, internally developed software. Our proprietary software augments user queries to generate prompts that are submitted to the Azure OpenAI model and also enhances the model output to generate responses presented back to the user. We chose to use Microsoft Azure OpenAI Service based on its security features and because it offers an advanced AI model provisioned in Rubrik s Azure environment such that the data stays within Rubrik s control. For more information regarding the risks related to the use of AI in our business, see the risk factor titled Our use of generative artificial intelligence tools may pose risks to our proprietary software and \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/RNAZ_transcode_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/RNAZ_transcode_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..1a6eec88b2e0534f2028c5fda1e657ed497aa616 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/RNAZ_transcode_prospectus_summary.txt @@ -0,0 +1 @@ +This summary highlights information contained elsewhere in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus carefully, especially the Risk Factors, as well as Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements, including the accompanying notes to those statements, incorporated herein by reference to our Form 10-K, our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024, and our other filings with the SEC before making an investment decision. If any of the risks materialize or other events or conditions arise that we cannot predict, our business, financial condition, operating results and prospects could be materially and adversely affected. As a result, the price of our common stock could decline, and you could lose part or all of your investment. Some of the statements in this prospectus and the documents incorporated herein by reference constitute forward-looking statements that involve risks and uncertainties. See Cautionary Note Regarding Forward-Looking Statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in Risk Factors and other sections of this prospectus and the documents incorporated herein by reference. Overview TransCode is clinical stage company with a platform delivery technology focused on oncology. TransCode was created on the belief that cancer can be defeated through the intelligent design and effective delivery of targeted therapeutics. Our lead therapeutic candidate, TTX-MC138 is currently being evaluated in a Phase I/II clinical study. TTX-MC138 targets microRNA-10b, or miRNA-10b, a master regulator of metastatic cell viability in a range of cancers, including breast, pancreatic, ovarian, colon cancer, glioblastomas, and several others. Metastatic disease is responsible for approximately 90% of cancer deaths and is the primary determinant in the life-limiting aspect of cancer. One validated driver of metastasis is miRNA-10b, a non-coding RNA associated with metastatic progression in numerous preclinical and more than 100 clinical studies. TransCode has developed a novel therapeutic agent (termed MN-anti-miR10b and being developed as TTX-MC138) that relies on specific eradication of metastatic tumor cells. TTX-MC138 consists of antagomirs against miRNA-10b conjugated to a unique delivery platform, called TTX, which is optimized for the targeting of primary and metastatic tumor cells. TransCode s proprietary and patented technology is designed for the selective targeting of microRNA-10b in metastatic cells independent of their type or primary tumor origin. Numerous preclinical studies conducted by TransCode s scientific co-founders have shown that TTX-MC138 mediates significant miR-10b inhibition in vivo, eliciting a marked and durable regression of lymph node and distant metastases in mouse models of human breast cancer with no evidence of systemic toxicity. Specifically, as few as four to six weekly treatments with TTX-MC138 in combination with low dose chemotherapy led to complete regressions of detectable metastases. Of critical importance, following elimination of metastases and following discontinuation of therapy, no evidence was found to suggest recurrence over the remaining natural life span of the animals. In addition, similar studies in mouse models of pancreatic cancer were conducted with complete responses, defined as complete regression with no disease recurrence. Metastatic cancer represents a large unmet medical need; the global metastatic cancer treatment market is expected to reach $136.9 billion by 2032 (PRNewswire/ July 6, 2023 Allied Market Research report, titled, Metastatic Cancer Drugs Market ). On April 14, 2024, we received an Investigational New Drug (IND) Study May Proceed letter from the U.S. Food and Drug Administration, or FDA, to conduct a Phase I/II clinical trial. The clinical trial is an open-label, multicenter study in cancer patients with advanced solid tumors. The objectives of this trial are to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, of TTX-MC138 from which we anticipate selecting a recommended Phase 2 dose, or RP2D, level. On September 17, 2024, we announced the dosing of the first subject in the Phase I/II study. On October 10, 2024, we announced completion of the first cohort of three patients in the Phase I clinical trial, and, on October 23, 2024, we announced receipt of the trial s Safety Review Committee s authorization to proceed with dosing the second patient cohort. TABLE OF CONTENTS The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling stockholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer for sale is not permitted. Subject To Completion, Dated December 6, 2024 PROSPECTUS 173,033 Shares of Common Stock 470,007 shares of Common Stock underlying the Pre-Funded Warrants Up to 4,050,953 shares of Common Stock underlying the Series C Warrants Up to 12,152,856 shares of Common Stock underlying the Series D Warrants This prospectus relates to the resale by the selling stockholders identified in this prospectus under the section The Selling Stockholders, or their pledgees, donees, transferees or other successors in interest, from time to time, of (i) 173,033 shares of our common stock, par value $0.0001 per share, ( Common Stock ) issued in a private placement of our securities (the PIPE ), (ii) 470,007 shares of Common Stock (the PIPE PFW Shares ) issuable upon exercise of pre-funded warrants (each, a PIPE PFW ), (iii) up to 4,050,953 common shares underlying warrants (the Series C Common Warrants ) to purchase Common Stock (the Series C Common Warrant Shares ) and (iv) up to 12,152,856 common shares underlying warrants to purchase Common Stock (the Series D Common Warrants and together with the Series C Common Warrants, the Common Warrants ; the Common Warrants together with the PIPE PFW, the Warrants ) and together with the Series C Common Warrant Shares, the Common Warrant Shares, the Common Warrant Shares together with the PIPE PFW Shares, the Warrant Shares ) sold to the Selling Stockholders and certain of their affiliates (the Selling Stockholders ) pursuant to the stock purchase agreement dated as of November 26, 2024, (the PIPE SPA ) by and between TransCode Therapeutics, Inc. (the Company ), and the Selling Stockholders. We are registering the offer, sale and resale, from time to time, of the Common Stock issued in the PIPE, the PIPE PFW Shares and the Warrant Shares (collectively, the Resale Shares ) on behalf of the Selling Stockholders. Each Series C Warrant has an initial exercise price per share of $15.675 and will be exercisable beginning on the date on which Stockholder Approval (as defined below) is received and deemed effective (the Initial Exercise Date or the Stockholder Approval Date ). The Series C Warrants will expire on the five-year anniversary of the Initial Exercise Date. Additionally, the Series C Warrants provide for an adjustment to the exercise price and number of shares underlying such the Series C Warrants upon the Company s issuance of common shares or common share equivalents at a price per share that is less than the exercise price of the Series C Warrants, subject to a floor price of $2.4882 (the Floor Price ). The Series D Warrants have an initial exercise price per share of $15.675 and will be exercisable beginning on the Initial Exercise Date. The Series D Warrants will expire two and one-half years after the Initial Exercise Date. Under an alternative cashless exchange provision in the Series D Warrants, holders thereof have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the Series D Warrants and (ii) 3.0. In addition, on the 11th trading day following each of (i) the later of (A) the Stockholder Approval Date and (B) the Effective Date (as that term is defined in the PIPE SPA) and (ii) each subsequent date that a Registration Statement (as that term is defined in the PIPE SPA) is declared effective by the Securities and Exchange Commission, if any (each such trading day, a Reset Date ), the Series C Warrants and the Series D Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then applicable exercise price and (ii) the greater of the Floor Price and the lowest volume weighted average price for the ten trading days immediately preceding the Reset Date. Upon such reset of the exercise price, the number of TABLE OF CONTENTS About This Prospectus This prospectus provides you with a general description of the Resale Shares that may be resold by the Selling Stockholders. In certain circumstances, we may provide a prospectus supplement that will contain specific information about the terms of a particular offering by the Selling Stockholders. We also may provide a prospectus supplement that may contain material information relating to these offerings. The prospectus supplement may also add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date for example, a document incorporated by reference in this prospectus or any prospectus supplement the statement in the later-dated document modifies or supersedes the earlier statement. You should read both this prospectus and any applicable prospectus supplement together with the additional information about our company to which we refer you in the sections of this prospectus titled Where You Can Find More Information and Incorporation of Certain Documents by Reference. You should rely only on the information contained in or incorporated by reference into this prospectus and any prospectus supplement. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other person to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the Resale Shares in any jurisdiction in which such an offer or solicitation relating to the Resale Shares is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the Resale Shares if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information and research, and surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which these data are derived. In addition, while we believe the industry and market data included in this prospectus are reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those risks discussed in our filings incorporated herein by reference. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us. Unless the context indicates otherwise, when we refer to TransCode, we, our, us and the Company in this prospectus, we mean TransCode Therapeutics, Inc., unless otherwise specified. When we refer to you, we mean the potential purchasers of the Resale Shares. Reverse Stock Split On December 4, 2024, we effected a 1-for-33 reverse stock split of our outstanding common stock, shares either issued and outstanding or held by the Company as treasury stock (the December 2024 Reverse Split ). The December 2024 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this prospectus, except those in our financial statements and documents incorporated by reference dated prior to the December 2024 Reverse Split, have been retroactively adjusted to reflect the December 2024 Reverse Split. Any fractional shares resulting from the December 2024 Reverse Split have been rounded up to the nearest whole share. TABLE OF CONTENTS Our pipeline includes a solid tumor program, TTX-siPDL1, an siRNA-based modulator of programmed death-ligand 1, or PD-L1 and TTX-RIGA, a cancer-agnostic program. TTX-RIGA is an RNA-based agonist of the retinoic acid-inducible gene I, or RIG-I, targeting activation of innate immunity in the tumor microenvironment. All our therapeutic candidates are designed to utilize our proprietary TTX delivery mechanism with the goal of significantly improving outcomes for cancer patients. Development of our pipeline candidates other than TTX-MC138 is on hold pending the availability of sufficient additional funding. Recent Developments Restructuring Throughout 2024, we have continued the various actions approved by our board of directors in December 2023 designed to streamline our operations and reduce expenses. These include delaying or eliminating certain development activities and reducing headcount by laying-off four employees in December 2023 and not filling new vacancies. These actions lowered our headcount to 8 employees at September 30, 2024, as compared to 19 employees on December 31, 2022. We have narrowed our focus primarily to the continued execution of our Phase I/II clinical trial with TTX-MC138. Phase 0 Results On May 29, 2024, we announced new preliminary data from our 2023 Phase 0 clinical trial with radiolabeled TTX-MC138 suggesting anti-tumor activity. The new results from the patient dosed in the Phase 0 clinical trial indicate that a microdose of radiolabeled TTX-MC138 resulted in significant inhibition of the drug candidate s molecular target, miRNA-10b, in the patient s blood. Specifically, after injection, the amount of miR-10b in the patient s blood at 24 hours following dosing was approximately 66% lower than levels prior to administration of radiolabeled TTX-MC138. We believe these data support our belief that clinical development of TTX-MC138 has the potential for clinical benefit in patients with metastatic cancer. In addition, the Phase 0 clinical trial also quantified the amount of drug candidate delivered to metastatic lesions, providing further evidence that TTX-MC138 accumulated in metastatic tumors. The increase of radioactive lesion-to-blood ratios suggests that circulating TTX-MC138 is actively taken up by the cancerous tissue. Overall, the microdose of radiolabeled TTX-MC138 was well tolerated with no adverse events observed. Phase 1 Clinical Trial Our Phase I/II clinical trial with our lead therapeutic candidate, TTX-MC138, is a multicenter, open-label, dose-escalation and dose-expansion study in patients with advanced solid tumors. We commenced the trial in the third quarter 2024 at MD Anderson Cancer Center and three other clinical trial sites. The first stage of this trial, the Phase 1a, calls for administration of increasing therapeutic dose levels of our drug candidate in an adaptive design to as many as six cohorts of a small number of patients per cohort. The first cohort is receiving the lowest therapeutic dose level. In October 2024, after assessing results from the initial dosing of the patients in the first cohort of the trial, the trial s Safety Review Committee, or SRC, approved commencing dosing of patients in the second cohort. Patients in the second cohort are receiving a dose that is double the level received by patients in the first cohort. After 28 days following their initial dosing, the SRC will assess results from patients in the second cohort to determine if there were any adverse effects or dose limiting toxicities. If none are reported, we anticipate receiving approval to commence dosing the third cohort at a dosage that is double that administered in the second cohort. November 2024 Financing On November 26, 2024, we signed stock purchase agreements with certain investors in a private placement of our securities. The offering price per unit was $0.377, for gross proceeds of approximately $8,000,000, TABLE OF CONTENTS shares issuable under the Common Warrants shall be increased such that the aggregate exercise price of the Common Warrants shall remain unchanged following such reset. The issuance of shares of Common Stock upon exercise of the Common Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC ( Nasdaq ) ( Stockholder Approval and the date on which Stockholder Approval is received and deemed effective, the Stockholder Approval Date ). The Company intends to hold a shareholder meeting to obtain Stockholder Approval within 70 days following the closing of the PIPE. The Selling Stockholders may resell or dispose of the Resale Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectus titled Plan of Distribution . The Selling Stockholders will each bear their respective commissions and discounts, if any, attributable to the sale or disposition of the Resale Shares, or interests therein, held by such Selling Stockholder. We will bear all other costs, expenses and fees in connection with the registration of the resale of the Resale Shares. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock issued in the PIPE. We will, however, receive the net proceeds of any Warrants exercised for cash. We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the Securities Act ), and, as such, have elected to comply with certain reduced disclosure and regulatory requirements. Our Common Stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol RNAZ. On December 5, 2024, the last reported sale price of our Common Stock was $8.70 per share. You are urged to obtain current market quotations for our Common Stock. We are not in compliance with certain listing requirements for continued listing of our stock on The Nasdaq Capital Market, or the Exchange. There can be no assurance that we will be successful in our efforts to maintain our Nasdaq listing. If our common stock ceases to be listed for trading on The Nasdaq Capital Market, we expect that our common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. See Risk Factors We could lose our listing on the Nasdaq Capital Market. The loss of our Nasdaq listing would in all likelihood make our common stock significantly less liquid and adversely affect its value for more details. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 16 of this prospectus. Neither the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2024. TABLE OF CONTENTS Corporate Information We were incorporated in the State of Delaware in January 2016. Our corporate address is 6 Liberty Square, #2382, Boston, Massachusetts 02109; our telephone number is (857) 837-3099. Our website is www.transcodetherapeutics.com. Information contained in, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. Our design logo and our other registered and common law trade names, trademarks and service marks are the property of TransCode. TABLE OF CONTENTS before deducting placement agent fees and other offering expenses. The offering was made pursuant to an exemption from registration of the securities. NIH SBIR Award In September 2024, we received our second NIH Award, or the 2024 Award, a Direct to Phase II SBIR Award, from the National Cancer Institute of the NIH. The 2024 Award is to support IND-enabling and clinical trial activities in our Phase1a clinical trial with our lead candidate, TTX-MC138, over two years. The total Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year. Oncotarget Publication In September 2024, we reported the August 26, 2024, publication of an article in the journal Oncotarget titled, Inhibition of miR-10b treats metastatic breast cancer by targeting stem cell-like properties conducted in collaboration with Michigan State University. The study was led by Dr. Anna Moore, Professor, Director of the Precision Health Program, and Associate Dean of the School of Medicine at Michigan State University and our scientific co-founder. In this study, the authors show that stem-like breast cancer cells increase expression of miR-10b, the molecule targeted by TTX-MC138. The study also demonstrates that treatment of breast cancer cells with TTX-MC138 reduces their stemness, confirming that these properties make metastatic cells susceptible to the therapeutic candidate s actions. Cancer cell stemness, or capacity for self-renewal, is a critical component of metastasis, since specialized cancer stem cells are those cells uniquely capable of creating new tumors and seeding metastatic dissemination. Stemness is a property of a distinct population of cancer cells that possess developmental plasticity allowing them to self-renew and adapt to new microenvironments found at the metastatic organ where they lead to creation of metastatic tumors. Potential Nasdaq Delisting In the third quarter 2024, we received three letters from the staff of the Nasdaq Stock Market ( Nasdaq ) notifying us that we were not in compliance with Nasdaq Listing Rules 5550(a)(2) (the Bid Price Rule ); 5550(b)(1) (the Equity Rule ) or any of the alternative requirements in Listing Rule 5550(b); and 5635(d) (the Shareholder Approval Rule ). As a result, shares of our common stock are subject to delisting from trading on The Nasdaq Capital Market. On October 1, 2024, we appealed the Staff s determination to a Nasdaq Hearings Panel (the Panel ). On November 4, 2024, we were notified that the Panel granted us an extension until December 31, 2024, to regain compliance with the Nasdaq Listing Rules. In order to regain compliance with the Nasdaq Listing Rules, we must, (i) on or before November 22, 2024, obtain shareholder approval for a reverse stock split in a ratio sufficient to regain compliance with the Bid Price Rule (we obtained this approval on November 22, 2024); (ii) on or before November 22, 2024, obtain shareholder ratification of the equity offering we completed in July 2024 (the July Offering ) (we obtained this approval on November 22, 2024); (iii) on or before December 31, 2024, demonstrate compliance with the Bid Price Rule; (iv) on or before December 31, 2024, have filed a public disclosure describing the transactions we undertook to achieve compliance and demonstrate long-term compliance with the Equity Rule and provide an indication of our equity following those transactions; and (v) on or before December 31, 2024, have provided the Panel with income projections for the next twelve months, with all underlying assumptions clearly stated and evidence of compliance with all other applicable criteria for continued listing on the Nasdaq Capital Market. As of December 6, 2024, we believe we have fulfilled the NASDAQ requirements listed in (i) and (ii) above, and are diligently working on timely fulfilling all remaining requirements. However, there is no assurance that we will successfully regain compliance with Nasdaq Listing Rules. In the event of a delisting from the Nasdaq Capital Market, we may seek to have our stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as TABLE OF CONTENTS Forward-Looking Statements This prospectus, including the documents that we incorporate by reference, contains predictive or forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this prospectus, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, plan, predict, project, will, should, would and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our cash position, our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources, our need for additional financing and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; a potential delisting of our common stock from trading on the Nasdaq Capital Market; our ability to continue as a going concern; the results and timing of our preclinical and clinical trial activities, including but not limited to our ability to enroll a sufficient number of patients timely to advance our clinical trials; our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets; the therapeutic benefits, effectiveness and safety of our therapeutic candidates; our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies; the expected regulatory approval pathway for our therapeutic candidates; potential changes in regulatory requirements, and delays or negative outcomes from the regulatory approval process; our reliance on third parties for the planning, conduct, management and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product meeting our specifications, and for other requirements; our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates; market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries; our ability to successfully commercialize our therapeutic candidates, if approved for marketing; the safety and efficacy of therapeutics marketed by our competitors that are targeted to indications which our therapeutic candidates have been developed to treat; our ability to utilize our proprietary technological approach to develop and commercialize our therapeutic candidates; our heavy dependence on licensed intellectual property, including our ability to source and maintain licenses from third-party owners; TABLE OF CONTENTS the Nasdaq Capital Market, or, together, Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than Exchange-listed stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listed stocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital. In light of our financial position and our need to raise additional capital, delisting of our common stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital. We may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment. Reverse Stock Split On December 4, 2024, we effected a 1-for-33 reverse stock split of our outstanding common stock, shares either issued and outstanding or shares we hold as treasury stock. The December 2024 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in this prospectus, except those in our financial statements and documents incorporated by reference dated prior to the December 2024 Reverse Split, have been retroactively adjusted to reflect the December 2024 Reverse Split. Any fractional shares resulting from the December 2024 Reverse Split have been rounded up to the nearest whole share. Targeted Therapeutic Delivery Background For decades, ribonucleic acid, or RNA, has been a topic of investigation by the scientific community as a potentially attractive therapeutic modality because it can target any gene and it lends itself to rational and straightforward drug design. RNA-based therapeutics are highly selective to their targets, potentially applicable to a broad array of previously undruggable targets in the human genome. We believe that one of the major challenges to widespread use of RNA therapeutics in oncology and other indications has been the inability to deliver these molecules inside cells other than in the liver. We believe that our proprietary TTX delivery platform has the potential to resolve these key challenges. We believe overcoming the challenges of delivery would represent an important step in unlocking therapeutic access to a variety of documented targets involved in a range of cancers and other diseases. TransCode has created a design engine to customize the development of targeted therapeutics that is modular, both at the levels of the core nanoparticle and therapeutic loading. The size, charge, and surface chemistry of the core iron oxide nanoparticle is designed so that it can be tuned to optimize the particles for the intended target and therapeutic load. The therapeutic load is designed to consist of synthetic oligonucleotides and other molecular moieties that can be adapted to the specific approach being developed. The approach can range from RNA interference, or RNAi, including small interfering RNAs, antisense oligonucleotides, and Pattern Recognition Receptor agonists such as RIG-I. While we have explored approaches to delivery of CRISPR and mRNAs using TTX, we have not yet established feasibility. We believe the platform can further be used for developing targeted radiolabeled therapeutics and diagnostics and other custom products targeting known and novel biomarkers and other genetic elements as they are discovered and validated. The TTX platform is designed to overcome extracellular and intracellular delivery issues of stability, efficiency, and immunogenicity faced by existing lipid and liposomal nanoparticle platforms while optimizing targeting of and accumulation in tumors and metastases. We believe the ability to deliver targeted therapeutics inside tumors and metastases will potentially allow us to target genes and other important biomarkers for cancer treatment that have until now remained undruggable using other delivery systems. TABLE OF CONTENTS Forward-Looking Statements our ability to protect our own or in-licensed intellectual property and operate our business without infringing the intellectual property rights of others; our ability to attract, retain and motivate key personnel; our ability to generate revenue and become profitable; the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new variants of the virus), armed conflicts and wars, labor disputes, lack of raw materials or other supplies, issues with facilities and equipment, or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors; potential collaborations to license and commercialize any therapeutic candidates which receive regulatory approval in the future in or outside of the United States; and other risks and uncertainties, including those listed under the caption Risk Factors in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our other regulatory filings. You should read this prospectus and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we currently expect. You should assume that the information appearing in this prospectus and any document incorporated by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus, any accompanying prospectus supplement and any document incorporated herein by reference, and particularly our forward-looking statements, by these cautionary statements. TABLE OF CONTENTS Potential Near-term Milestones We have enrolled patients in our second cohort in our Phase I/II clinical trial and are awaiting the Safety Review Committee s assessment to determine if we may begin dosing patients in the third cohort. Our outsourced drug manufacturing partner completed the manufacture of a GMP drug product batch for the ongoing Phase I clinical trial. Subject to available capital, we plan to complete the stage 1a portion of our Phase I/II clinical trial upon meeting the required adaptive study design approved by the FDA, anticipated to be not later than the second quarter of 2026. Complete the final clinical trial report for our Phase 0 clinical trial. We have ongoing discussions with strategic partners involving a variety of our therapeutic candidates and hope to complete a partnering agreement with respect to one or more therapeutic candidates as soon as practical. We currently have no firm commitments from any strategic partners and there is no assurance that any partnering transactions will be effected. If capital is available, we may advance development of one or more of our preclinical assets, including manufacturing activities to support IND enabling studies. If commenced, these activities would involve approximately two years as the drug candidate(s) would represent new molecular entities. We previously obtained FDA Orphan Drug Designation and may file for European Orphan Drug Designation for TTX-MC138 in pancreatic cancer. Delivery System The therapeutic potential of RNA in oncology has remained an unrealized promise due in large part, we believe, to the difficulty in safely and effectively delivering oligonucleotides, i.e., synthetic RNA molecules, to tumors. We believe we are now closer to solving this challenge by means of our TTX platform. Our TTX platform leverages an iron-oxide nanoparticle, or IONP, approved for clinical use as a cancer imaging agent and in treating iron deficiency anemia, as the physical carrier. The TTX technology has gone through approximately 20 years of research and development, or R&D, and optimization, including 12 years at Harvard Medical School and the Massachusetts General Hospital, by our scientific co-founders prior to company formation. Our TTX nanocarrier is designed to be tunable to pre-designed specifications to deliver therapeutic oligonucleotides to RNA targets in tumors and metastases without compromising the integrity of the oligonucleotide. We believe TTX nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid particles or chemical structures, such as GalNAc. These competitive delivery approaches effectively target sites in the liver but not sites in tumors and metastases elsewhere. Our delivery technology could allow us to participate in additional rapidly growing global marketplaces. Our TTX delivery platform is specifically designed to minimize early kidney and liver clearance, translating into a long circulation half-life that allows for efficient accumulation in tumors and metastases. Nanoparticles similar in formulation to ours have an excellent clinical safety record of low toxicity and immunogenicity, and their built-in imaging capabilities due to their iron core which is magnetic and visible with magnetic resonance imaging, or MRI, have the additional benefit of enabling quantification of the particles delivery to target organs. The nanoparticles may be functionalized with amino or other functional groups to provide stable links to the therapeutic oligonucleotides of interest through covalent bonds. The TTX chemistry can be modified with various coatings to stabilize the nanoparticles, protect the cargo from degradation, promote tumor uptake and entrapment of the drug candidate inside tumor cells, and TABLE OF CONTENTS allow control over drug pharmacokinetics. The nanoparticle used with our lead candidate, TTX-MC138, is coated with dextran, a glucose polymer, to protect the oligonucleotides from degradation and to provide overall stability to the particle. The small hydrodynamic size and the charge of the resulting nanoparticles are designed to maximize distribution throughout the tumor microvasculature, extravasation into the interstitium of tumors and metastases, and uptake by tumors. The physicochemical properties of the nanoparticles are expected to further facilitate their rapid uptake by tumors by exploiting the high metabolic activity of cancer cells, a process analogous to the mechanism behind the systemic loading of metastatic cancer cells with fluorodeoxyglucose for diagnostic Positron Emission Tomography. We believe the combined result of a hydrodynamically-favored distribution and a metabolically-triggered uptake will result in the enhanced ability of our nanoparticles to access genetic targets inside tumors. Advancing new RNA therapies through a modular approach The TransCode TTX platform is modular by design, both at the level of the core nanoparticle and at the therapeutic loading. The size, charge, and surface chemistry of the core nanoparticles can be tuned to optimize them for the intended target and therapeutic load. Also, the therapeutic load can be adapted to the specific approach being developed, ranging from RNA interference, or RNAi, which includes small interfering RNAs, or siRNAs, antisense oligonucleotides, as well as Pattern Recognition Receptor agonists such as retinoic acid inducible gene, or RIG-I. In addition to nucleic acids, the TTX platform could be used to also deliver proteins, peptides, radionuclides and small molecules. Additionally, we are interested in pursuing diagnostic approaches for RNA targets that might be relevant and important to informing treatment of patients using RNA therapeutics. Our 2018 license with MGH includes a patented microRNA screening assay with the potential to detect expression of microRNAs in patient blood. Depending on available capital, we may seek to optimize this diagnostic test to detect miR-10b in cancer patients as our first commercial testing product. If approved, this test could be used as a screening assay to detect metastasis in a variety of tumor types. Also, we believe we may be able to use this test to evaluate miR-10b expression before, during and after treatment to best determine timing of therapeutic intervention. In September 2021, research conducted by MGH was published in Cancer Nanotechnology, entitled Radiolabeling and PET-MRI microdosing of the experimental cancer therapeutic, MN-anti-miR10b, demonstrates delivery to metastatic lesions in a murine model of metastatic breast cancer. This paper reported on an MGH study using a radiolabeled derivative of TTX-MC138 (referred to in the paper as MN-anti-miR10b). In this study, TTX-MC138 was tagged with copper-64, or Cu-64. As a result, highly sensitive and specific quantitative determination of pharmacokinetics and biodistribution, as well as observation of delivery of the Cu-64 labeled TTX-MC138 to metastases, was made in laboratory tests using noninvasive positron emission tomography-magnetic resonance imaging, or PET-MRI. The key results of the study suggest that TTX-MC138, when injected intravenously, accumulates in metastatic lesions. These results suggest that our TTX platform delivers its therapeutic candidate as intended and supports clinical evaluation of TTX-MC138. In addition, the MGH investigation describes a microdosing PET-MRI approach to measure TTX-MC138 biodistribution in cancer patients and its delivery to clinical metastases. (Microdoses are minute, subpharmacologic doses of a test compound, not greater than 100 micrograms.) The capacity to carry out microdosing PET-MRI studies in patients under an exploratory IND, or eIND, application could be important because it has the potential to facilitate FDA authorization of additional human studies. This research, published by Dr. Zdravka Medarova, our Chief Technology Officer and scientific co-founder, and others describes what we believe is an effective approach to assessing delivery of TTX-MC138 in metastatic cancer patients. Since the PET-MRI technique is sensitive enough to determine the concentration of radiolabeled drug candidate in the sub-picomolar range, microgram quantities of the radiolabeled drug candidate are believed to be sufficient to perform such a study in humans. We believe this capability has significant advantages in the initial phases of drug development. Because the low mass of the radiolabeled drug candidate does not induce reactions in humans, we believe the regulatory process is less complex. TABLE OF CONTENTS Dr. Medarova s paper suggests that the radiolabeling does not impact tumor cell uptake or the ability of TTX-MC138 to engage its target. The paper also shows that the biodistribution of Cu-64 labeled TTX-MC138, when injected at a microdose, reflects its biodistribution at the level of a therapeutic dose. These key findings informed our microdosing clinical trial with TTX-MC138. We believed that our microdosing trial had numerous advantages: (i) allowing more precise quantitation of the amount of TTX-MC138 delivered to the metastatic lesions because of the higher sensitivity and quantitative accuracy of positron emission tomography; (ii) permitting measurement of the pharmacokinetics and biodistribution of TTX-MC138 not only in the metastatic lesions but in other tissues throughout the body. This knowledge can inform Phase I/II clinical trial designs by allowing us to determine drug candidate uptake and clearance from vital organs; (iii) enabling measurement of pharmacokinetic endpoints potentially informing dosing for Phase II/III clinical trials. Specifically, because of the high sensitivity and quantitative nature of PET-MRI, it may be possible to derive a more precise calculation of drug concentration in the metastatic lesions over time and then correlate that information to the effective dose defined in our preclinical studies; and (iv) further informing selection of indications for Phase II/III trials by allowing trial design based on which patients metastases demonstrated accumulation of TTX-MC138 in prior trials. Because of the benefits we believe derived from a microdosing Phase 0 trial, and reflecting the studies described in Cancer Nanotechnology, we pursued a microdosing Phase 0 trial for our First-in-Human clinical trial conducted at MGH. We believe that results from the Phase 0 trial also validated delivery generally for our TTX pipeline which potentially opens-up additional relevant RNA targets that have been previously undruggable. In the Phase 0 trial, we administered a single microdose of radiolabeled TTX-MC138 to the trial patient, with delivery of TTX-MC138 to metastatic lesions and other tissues evaluated by PET-MRI. Our Lead Therapeutic Candidate Our scientific co-founders developed our lead therapeutic candidate while at The General Hospital Corporation, d/b/a Massachusetts General Hospital, to target microRNA-10b, a well-validated biomarker linked to metastatic cancer. In contrast, most anti-cancer therapies target primary tumors and do not address metastatic disease specifically. MicroRNA-10b has been shown to be the master regulator of metastatic disease in multiple tumor types. We believe effective therapeutics have not been developed targeting microRNA-10b because of challenges in delivering therapeutics to tumors despite microRNA-10b s strong association with cancer metastasis as documented in over 700 peer-reviewed scientific publications. TTX-MC138 comprises proprietary iron-oxide nanoparticles conjugated to sequence-specific LNA/DNA oligonucleotides that target microRNA-10b. The nanoparticles serve as a vehicle to deliver oligonucleotides to tumors and metastases. The magnetic properties of these nanoparticles allow for monitoring their delivery using non-invasive imaging, which we believe adds value for clinical implementation of this therapeutic approach. Preclinical Study Results Breast Cancer Our scientific co-founders conducted a variety of preclinical animal studies involving human metastatic breast cancer models. In these studies, TTX-MC138 was successfully delivered to metastatic lesions in the lymph nodes, lungs, and bones as shown by non-invasive imaging performed 24 hours after injection. In five TABLE OF CONTENTS separate studies involving over 125 mice, TTX-MC138 was injected into mice implanted with human metastatic breast tumors. These mouse models included the rodent 4T1-luc2 orthotopic allograft, which is a very aggressive model of stage IV metastatic breast cancer, the human MDA-MB-231-luc-D3H2LN xenograft, which is a stage II/III cancer model, and the human MDA-MB-231-BrM2-831 xenograft, which is a model of breast cancer metastatic to the brain. Tumors in mice implanted with MDA-MB-231 cells typically progress from localized disease to lymph node metastases within 21 days of implantation. Tumors in mice implanted with 4T1-luc2 cells typically progress to distant sites in the animals within 10 days of implantation. To test TTX-MC138 in the model of lymph node metastatic breast cancer, mice had their primary tumors surgically removed four to five weeks after tumor inoculation, following confirmation of lymph node metastases via imaging. This was done to better simulate a clinical scenario, since the current standard of care involves surgical removal of the primary tumor in patients with lymph node metastatic breast cancer. Treatment with TTX-MC138 was then initiated during the week of tumor removal. Because tumors in mice replicate more rapidly than is typical in humans, we combined low-dose doxorubicin with the TTX-MC138 because doxorubicin slows metastatic cell replication specific to these tumor models. Doing so allowed the TTX-MC138 to more efficiently reach and inhibit the miR-10b inside the tumor cells. After four weeks of therapy, metastases in mice treated with TTX-MC138 regressed. By contrast, in the control groups, there was metastatic progression (Within-Subjects ANOVA: p < 0.05). Treatment was discontinued once complete metastatic regression was observed. By the end of the study at 12 weeks, there was no recurrence and 100% survival in treated subjects having this cancer model. In similar studies involving mice implanted with 4T1-luc2 breast tumors, we observed regression of distant metastases by week six, at which point treatment was stopped (Within-Subjects ANOVA: p < 0.05). Despite stopping treatment, the animals remained metastasis-free and by the end of the study, no recurrence of disease had been observed. There was evidence of complete regression without recurrence in 65% of treated subjects while 35% progressed due to insufficient inhibition of miR-10b in this group. We believe this was due to the high rate of tumor cell replication in this model resulting in dilution of the therapeutic. We do not expect this to be the case in humans with metastatic disease, in whom tumor cell replication is dramatically slower than in mice. Preclinical Study Results Pancreatic Cancer We evaluated the efficacy of TTX-MC138 as monotherapy in a murine model of pancreatic adenocarcinoma and achieved positive preclinical results. In this study, we treated mice bearing human pancreatic tumors with TTX-MC138 once weekly for eight weeks. The drug candidate demonstrated a pharmacodynamic response by successfully inhibiting miR-10b. Serum miR-10b was down-regulated by TTX-MC138 and was shown to be a potential surrogate biomarker of therapeutic efficacy, opening up the possibility of noninvasive monitoring of therapeutic response in human patients. Forty percent (40%) of animals treated with TTX-MC138 had complete responses, defined as complete regression of disease and long-term survival without recurrence. These new findings expand the potential therapeutic relevance of TTX-MC138 beyond breast cancer, in which activity had previously been shown in preclinical studies, to include pancreatic adenocarcinoma. However, there is no assurance that these preclinical results will be duplicated in further preclinical studies or in cancer patients suffering from pancreatic cancer. Preclinical Study Results Glioblastoma Studies have shown that miR-10b is highly expressed in high-grade glioblastoma multiforme, or GBM, and its inhibition leads to dysregulation of multiple pathways in tumorigenesis, resulting in repression of tumor growth and increased apoptosis. Thus, we hypothesized that suppressing miR-10b could enhance the cytotoxicity of conventional GBM chemotherapy with temozolomide, or TMZ. Inhibition of miR-10b in glioblastoma cells was achieved using MN-anti-miR10b (a TTX-MC138 analogue). Treatment of U251 TABLE OF CONTENTS and LN229 human glioblastoma cells with our drug candidate led to inhibition of miR-10b accompanied by repression of growth and increase in apoptosis. We next explored whether MN-anti-miR10b could enhance the cytotoxic effect of TMZ. During these studies, we unexpectedly found that TMZ monotherapy increased miR-10b expression and changed the expression of corresponding miR-10b targets. This discovery led to the design of a sequence-dependent combination treatment, in which miR-10b inhibition and induction of apoptosis by MN-anti-miR10b was followed by a sub-therapeutic dose of TMZ, which caused cell cycle arrest and ultimately tumor cell death. Additionally, studies in human patient-derived models of GBM confirmed delivery to the brain tumors and exhibited a highly significant level of target inhibition, indicating robust pharmacodynamic activity. Ongoing and Planned Clinical Trials In 2023, we conducted a First-in-Human, or FIH, clinical trial with TTX-MC138-NODAGA-Cu64 (a radiolabeled version of TTX-MC138). This clinical trial involved administering a single microdose of TTX-MC138-NODAGA-Cu64 into cancer patients with advanced solid tumors. Dosing was followed by imaging using integrated positron emission tomography-magnetic resonance imaging, or PET-MRI. The Phase 0 trial was intended to quantify the amount of radiolabeled TTX-MC138 delivered to metastatic lesions and the pharmacokinetics (PK) and biodistribution of the therapeutic candidate in cancer patients. The single microdose design of the Phase 0 trial was not expected to demonstrate target engagement. The Phase 0 trial yielded critical data regarding therapeutic dose, timing, and potential safety that may inform later clinical trials. We believe that demonstrating our ability to overcome the challenge of RNA delivery to genetic targets, and specifically to tumors and metastases, represents a major step forward in unlocking therapeutic access to genetic targets involved in a range of cancers. We announced preliminary Phase 0 data in the fourth quarter 2023, and additional results in May 2024. In the third quarter 2024, we commenced our Phase I/II clinical trial. Our Phase I/II clinical trial is an open-label, multicenter dose escalation and dose expansion study to evaluate TTX-MC138 safety and tolerability of escalating dose levels of TTX-MC138. The objective of the dose-escalation stage of the trial is to determine the maximum tolerated dose, or MTD, from which we anticipate, determining a recommended Phase II dose, or RP2D. On September 17, 2024, we announced dosing of the first patient in the Phase I/II clinical trial. On October 10, 2024, we announced completion of the initial dosing of the first patients in this trial (designated as cohort 1) and, on October 23, 2024, we announced Safety Review Committee authorization to proceed with dosing patients comprising cohort 2. Modular Design Toolbox We employ a design engine to enable development of RNA therapeutic candidates that we believe can be efficiently delivered to genetic targets inside tumor cells. This approach is based on four complementary elements that together address the challenges of RNA drug development in oncology: Nanocarrier Delivery Mechanism Our strategy seeks to leverage a nanoparticle that has been extensively used in humans for imaging by repurposing it to deliver targeted therapeutics to oncology targets and for other therapeutic applications. The nanocarrier is tunable to pre-designed specifications to deliver therapeutic oligonucleotides to an RNA target in tumors and metastases without compromising its integrity. These nanocarriers differentiate us from competitive delivery approaches, many of which rely on lipid nanoparticles or chemical structures, such as GalNAc. Competitive delivery approaches effectively target sites in the liver but not sites in tumors and metastases elsewhere. We expect that our competitive advantages will include effectively reaching tumors and metastases, achieving robust target engagement in tumor cells, which may result in a wide therapeutic window . Genetic Code Our approach to drug development takes advantage of our rapidly expanding knowledge about the human genome and the annotation of the genome the knowledge about what different genes are responsible for, especially in cancer. Armed with this knowledge, we can take advantage of the coded TABLE OF CONTENTS nature of the genome to design therapeutic or diagnostic agents. Specifically, once we determine the code of the cancer target, we can develop therapeutic candidates using specific nucleic acids that are harmonized to that target and potentially rewrite the story on cancer. This is what TransCode means to change the code. After determining the genetic target of interest, we may be able to choose from a variety of RNA approaches best suited for that target. Those approaches will likely range from RNAi, which include siRNAs, antisense oligonucleotides, and non-coding RNA mimics, or Pattern Recognition Receptor agonists like RIG-I. Modular Design for Therapeutic Development Our discovery platform consists of a modular toolbox for developing therapeutic candidates designed to attack specific disease-causing RNA targets based on the phenomenon of genetic complementarity. These therapeutic candidates incorporate synthetic oligonucleotides, or oligos, that can be designed as antagomirs, mimics, miRNA sponges, siRNA duplexes, ribozymes, and others depending on the desired therapeutic strategy. In addition to the varied oligo design approach, we can also synthesize nanocarriers with tunable chemistry properties to enable delivery of proteins, peptides, radionuclides and small molecules. Combined, the modularity and tunability of these oligonucleotides and nanocarrier components may enable the potential to synthesize libraries of therapeutic agents designed for a given indication or a given patient in terms of therapeutic oligonucleotide design, size, surface coating and charge, hydrophilicity and hydrophobicity, and antigen-targeting through incorporation of targeting peptides. Image Guided Because our therapeutic candidates are innately detectable using non-invasive imaging, we can monitor their delivery to the tissue of interest and measure their bioavailability. The ability to monitor delivery using Magnetic Resonance Imaging, or MRI, can be instrumental in assessing and controlling the amount of oligonucleotide that reaches targeted tissues. MRI use during the design phase of the therapeutic candidate could guide drug design, delivery schedule, route, and dose and could suggest alternatives should treatment with the therapeutic candidate fail in a given patient. This is critical during drug development because it should allow us to optimize drug design to maximize therapeutic effect. TABLE OF CONTENTS Pipeline Summary of Risks Our business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating our business. These risks are described more fully elsewhere in this prospectus or incorporated herein by reference, including in the section entitled Risk Factors, and our other filings with the SEC and include, but are not limited to, the following: our low cash position and our estimates and expectations regarding our capital requirements, cash and expense levels, liquidity sources and our ability to obtain, on satisfactory terms or at all, the financing required to support operations, research, development, clinical trials, and commercialization of products; a potential delisting of our common stock from trading on the Nasdaq Capital Market because we have not met certain Nasdaq listing requirements; our ability to continue as a going concern; our business is highly dependent on the success of TTX-MC138, our lead therapeutic candidate which is at the early stages of development. Our therapeutic candidates require significant additional preclinical, clinical development and manufacturing validation before we may be able to seek regulatory approval for and launch a product commercially; the results from our manufacturing, preclinical and clinical trial activities; the therapeutic benefits, effectiveness and safety of our therapeutic candidates; our ability to receive regulatory approval for our therapeutic candidates in the United States, Europe and other geographies; the expected regulatory approval pathway for our therapeutic candidates; potential changes in regulatory requirements, and delays or negative outcomes from the regulatory approval process; our reliance on third parties for the planning, conduct and monitoring of clinical trials, for the manufacture of clinical drug supplies and drug product, and for other requirements; our estimates of the size and characteristics of the markets that may be addressed by our therapeutic candidates if approved; market acceptance of our therapeutic candidates that are approved for marketing in the United States or other countries; our ability to expand our therapeutic candidate portfolio through internal research and development or the acquisition or in-licensing of intellectual property assets; TABLE OF CONTENTS the impact of natural disasters, global pandemics (including further outbreaks of existing strains of COVID-19 or new strains of the virus), labor disputes, armed conflicts and wars, lack of raw materials or other supplies, issues with facilities and equipment or other forms of disruption to business operations at our manufacturing or laboratory facilities or those of our vendors, or at clinical trial sites; our ability to utilize our proprietary technological approach to develop and commercialize our therapeutic candidates; our heavy dependence on licensed intellectual property, including our ability to source and maintain licenses from third-party owners; our ability to protect our intellectual property and operate our business without infringing the intellectual property rights of others; our ability to attract, retain and motivate key personnel; our reliance on third-party manufacturers to manufacture and release our drug substance and drug product that meets with our designated specifications; our ability to initiate and complete our clinical trials; potential collaborations to license and commercialize any therapeutic candidates for which we receive regulatory approval in the future in or outside of the United States; clinical development involves a lengthy; complex and expensive process; with an uncertain outcome, and the results of preclinical studies, manufacturing, and early-stage clinical trials of our therapeutic candidates may not be predictive of the results of later-stage clinical trials; we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development, manufacturing and commercialization of TTX-MC138 or any of our other therapeutic candidates; our therapeutic candidates may cause undesirable side effects or death or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences; if we are unable to advance our therapeutic candidates to clinical development, obtain regulatory approval and ultimately commercialize our therapeutic candidates, or if we experience significant delays in doing so, our business will be materially harmed; even if we receive regulatory approval of TTX-MC138 or any of our other therapeutic candidates, we will be subject to ongoing regulatory requirements and continued regulatory review, which may result in significant additional expense. We may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our therapeutic candidates; we expect to rely on third-parties to manufacture and supply materials we require for research and development, preclinical studies and clinical trials which could result in supplies that are limited or interrupted or which may not be of satisfactory quantity or quality or other delays or disruptions; ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations; we are subject to geopolitical risks, economic volatility, anti-corruption laws, export and import restrictions, local regulatory authorities and the laws and medical practices in foreign jurisdictions; obtaining and maintaining regulatory approval for our therapeutic candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval for that or of any of our other therapeutic candidates in other jurisdictions; we face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do; TABLE OF CONTENTS the price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock; we have broad discretion in the use of the net proceeds from this offering and may not use them effectively; \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/SOC_sable_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SOC_sable_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..9ef6eace6ea899496b51ed305f206794724a480b --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/SOC_sable_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the SEC ) using the shelf registration process. Under the shelf registration process, the Selling Holders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section of this prospectus entitled Plan of Distribution. We will not receive any proceeds from the sale by such Selling Holders of the securities offered by them as described in this prospectus. Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for and can provide no assurance as to the reliability of any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled Where You Can Find Additional Information. In accordance with the terms of, and transactions contemplated by, the Agreement and Plan of Merger (the Merger Agreement ), dated as of November 2, 2022 (as amended on December 22, 2022 and June 30, 2023), by and among the Company (formerly known as Flame Acquisition Corp.), Sable Offshore Corp., a Texas corporation ( SOC ), and Sable Offshore Holdings LLC, a Delaware limited liability company and parent company of SOC ( Holdco together with SOC, Legacy Sable ) (i) Holdco merged with and into Flame (the Holdco Merger ), with Flame surviving such merger (the time that the Holdco Merger became effective being referred to as the Holdco Merger Effective Time ) and (ii) SOC merged with and into Flame, with Flame surviving such merger (the SOC Merger and, together with the Holdco Merger, the Mergers and, along with the other transactions contemplated by the Merger Agreement, the Business Combination ) (the time that the SOC Merger became effective being referred to as the Sable Merger Effective Time ). In connection with the Business Combination, Flame changed its name to Sable Offshore Corp. Unless the context indicates otherwise, references in this prospectus to the Company, Sable, we, us, our and similar terms refer to Sable Offshore Corp., a Delaware corporation (f/k/a Flame Acquisition Corp., a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to Flame refer to Flame Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the Board refer to the board of directors of the Company. Table of Contents The information contained in this preliminary prospectus is not complete and may be changed. No securities may be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated October 11, 2024 PRELIMINARY PROSPECTUS 7,500,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Holders ), or their permitted transferees, of up to 7,500,000 shares of our Common Stock, $0.0001 par value ( Common Stock ) of Sable Offshore Corp. (formerly known as Flame Acquisition Corp.) (the Company ) issued in a committed PIPE investment of $150,000,000 (the Second PIPE Investment ) at an equity consideration value of $20.00 per share by certain of the Selling Holders named in this prospectus. We are registering the securities for resale pursuant to the Selling Holders registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock being offered for resale in this prospectus (the Resale Securities ). We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled Plan of Distribution. We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Our Common Stock and Public Warrants are listed on the New York Stock Exchange (the NYSE ) under the symbols SOC and SOC.WS, respectively. On October 10, 2024, the closing price of our Common Stock was $19.84 per share and the closing price of our Public Warrants was $8.58 per warrant. The Resale Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of the date of this prospectus. The shares of Common Stock that the Selling Holders can sell into the public markets pursuant to this prospectus is up to 7,500,000 shares of Common Stock, constituting approximately 9.2% of our issued and outstanding shares of Common Stock and approximately 13.1% of our issued and outstanding shares of Common Stock held by non-affiliates. The sale of all the Resale Securities or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities. See the section of this prospectus entitled Risk Factors Risks Related to Being a Public Company Sales of a substantial number of our securities in the public market by the Selling Holders or by our existing securityholders could cause the price of our shares of Common Stock to fall. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. See Prospectus Summary Emerging Growth Company; Smaller Reporting Company. Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see Risk Factors beginning on page 17 of this prospectus. None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is , 2024 Table of Contents \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/SPCB_supercom_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/SPCB_supercom_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..0825d21143f5b67c9f5f4023a078610816e02701 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/SPCB_supercom_prospectus_summary.txt @@ -0,0 +1 @@ +TABLE OF CONTENTS Description Page SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/TETH_21shares_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/TETH_21shares_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/TETH_21shares_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/TLPPF_telix_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/TLPPF_telix_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2aaf2878b6d15faeb40fabe1a2eedd43784cf05d --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/TLPPF_telix_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus, and the registration statement of which this prospectus is a part, including Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated or the context otherwise requires, Telix, Telix Pharmaceuticals, the Company, our company, we, us, our and similar references refer to Telix Pharmaceuticals Limited and its consolidated subsidiaries, taken as a whole. Overview We are a commercial-stage biopharmaceutical company focused on the development and commercialization of therapeutic and diagnostic radiopharmaceuticals. Our mission is to be the global leader in radiopharmaceuticals by combining therapeutic and diagnostic modalities for the benefit of patients, an innovative precision medicine concept generally referred to as theranostics . We have an extensive pipeline of theranostic radiopharmaceutical product candidates with a focus in urologic oncology (prostate and kidney), neuro-oncology (glioma), musculoskeletal oncology (sarcoma) and bone marrow conditioning. Our theranostic approach is intended to use imaging and therapy together to see and treat cancer and rare diseases, to both better inform treatment decisions and deliver personalized therapy for patients. Our products are designed to deliver targeted radiation to cancer cells with precision via a systemic radioactive infusion in order to treat tumors regardless of where they are in the body. This targeted radiation uses a radioactive isotope as a payload, which is attached to a targeting agent (such as a small molecule or antibody) with an affinity for targeted biomarkers on the surface of cancerous or diseased cells. Depending on the choice of radioisotope payload, we can deliver the payload as an imaging agent or as a therapy. The specificity of the targeting agent is designed to concentrate radiation at the tumor sites and to limit off-target tissue exposure. We select our clinical targets based on our deep understanding of radiation biology and radiopharmaceutical development. Our objective is to develop theranostic products with a targeting agent and isotope-agnostic approach. We choose our targeting agents for the specific biological target and clinical application and then aim to optimize the radio-biology accordingly. We believe this approach allows for efficient drug development and gives us the ability to select the optimal targeting strategy and isotope for the tumor(s) being evaluated. Our central objective is to pharmaceuticalize the field of radiation oncology and transition from external beam radiation to an injection that efficiently delivers targeted radiation to a tumor. We believe that therapeutic and diagnostic radiopharmaceuticals can become a fundamental pillar of cancer care that may deliver transformative survival and quality of life outcomes for patients, building upon recent practice-changing advances in immuno-oncology, targeted oncology and antibody-drug conjugates (as well as the advent of cell and gene therapies). To succeed in our objective, we will need to (i) convince oncologists to utilize the systemic delivery of radiopharmaceuticals as a cancer treatment along with other forms of treatment, (ii) continue to build or otherwise secure access to supply chain and manufacturing capabilities to ensure access to raw materials and overcome the challenges associated with the short-shelf life of radiopharmaceuticals and (iii) establish radiopharmaceuticals as a safe and effective means to treat cancer. Our prostate cancer portfolio includes Illuccix, our commercially available gallium-68-labelled prostate-specific membrane antigen, or PSMA, prostate cancer imaging agent. Illuccix was approved by the Australian Therapeutic Goods Administration, or TGA, in November 2021, the U.S. Food and Drug Administration, or FDA, in December 2021, and Health Canada in October 2022. We have built a highly effective, specialist commercial team, which we believe has been integral to the commercial success of Illuccix to date. As of March 31, 2024, we have generated A$824.3 million in revenue from product sales of Illuccix since the commercial launch in April 2022 and 98% of this revenue has been generated from sales in the United States. The revenues generated from sales of Illuccix, the costs associated with such sales and our operating and other expenses resulted in a loss of A$104.1 million and a profit of A$5.2 million for the years ended December 31, 2022 and 2023, respectively, and a loss of A$8.5 million and a profit of A$18.0 million for the three months ended March 31, 2023 and 2024, respectively. Following the successful commercial launch of Illuccix, we believe that we have demonstrated our ability to develop and commercialize innovative and highly impactful products that address high unmet needs for cancer patients. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 5, 2024 PRELIMINARY PROSPECTUS 17,000,000 American Depositary Shares Representing 17,000,000 Ordinary Shares We are offering 17,000,000 American Depositary Shares, or ADSs, representing 17,000,000 ordinary shares of Telix Pharmaceuticals Limited. Each ADS will represent the right to receive one ordinary share, no par value, and the ADSs may be evidenced by American Depositary Receipts, or ADRs. This is the initial public offering of ADSs in the United States and no public market for our ordinary shares or for our ADSs in the United States currently exists. We have applied to list the ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol TLX. We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon such listing. Our ordinary shares are listed on the Australian Securities Exchange, or the ASX, under the symbol TLX. On June 4, 2024, the last reported sale price of our ordinary shares on the ASX was A$17.80 per ordinary share, equivalent to a price of US$11.87 per ADS (based on an assumed exchange rate of A$1.00 to US$0.6668, which was the closing rate as of June 4, 2024 obtained from the website of the Reserve Bank of Australia). The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters, and will be based on the trading price of our ordinary shares on the ASX prior to the pricing of the ADSs as well as prevailing market conditions and other factors described in the Underwriting section beginning on page 273 of this prospectus. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a foreign private issuer as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer for additional information. Investing in the ADSs involves a high degree of risk. See Risk Factors beginning on page 17 of this prospectus. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to Telix US$ US$ (1) See the section titled Underwriting for additional information regarding underwriting compensation. We have agreed to issue, at the option of the underwriters, within 30 days from the date of this prospectus, up to an aggregate of 2,550,000 additional ADSs to be sold to the several underwriters at the applicable public offering price. If the underwriters exercise this option in full, the total underwriting commissions payable by us will be US$ and the total proceeds to us, before expenses, will be US$ . The underwriters expect to deliver the ADSs to purchasers on or about , 2024. Jefferies Morgan Stanley Truist Securities William Blair Prospectus dated , 2024 TABLE OF CONTENTS We intend to leverage our commercial revenues as a source of funding for the development of additional high-value, near-term therapeutic and diagnostic product candidates in our pipeline. These product candidates include TLX591, a radio antibody-drug conjugate, or rADC, being evaluated in a pivotal Phase 3 clinical trial for the treatment of patients with prostate cancer for which we expect to report initial interim data in the first half of 2025, and two innovative imaging agents, TLX250-CDx for kidney (renal) cancer and TLX101-CDx for brain (glioma) cancer. In December 2023, we submitted a biologics license application, or BLA, to the FDA for TLX250-CDx for the characterization of renal masses as clear cell renal cell carcinoma, or ccRCC, the most common and aggressive sub-type of kidney cancer. TLX250-CDx was granted breakthrough therapy designation from the FDA in 2020 and the BLA for TLX250-CDx has been granted on a rolling review process. We completed the BLA submission in May 2024. Breakthrough therapy designation may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that TLX250-CDx will receive marketing approval. We are currently preparing a new drug application, or NDA, for TLX101-CDx for the characterization of progressive or recurrent glioma from treatment related changes with the goal of submitting the NDA to the FDA in the second quarter of 2024. TLX101-CDx was granted fast track designation by the FDA for this indication in April 2024. Fast track designation may not lead to a faster development or regulatory review or approval process, and does not increase the likelihood that TLX101-CDx will receive marketing approval. Beyond these programs, we are developing a pipeline of therapeutic product candidates with an initial focus on large oncology indications, as well as rare diseases, which represent areas of high unmet medical need. This includes two additional therapeutic radiopharmaceutical candidates that are being evaluated in Phase 2 clinical trials: TLX250, a late-stage product candidate for the treatment of kidney cancer, and TLX101 for the treatment of brain cancer, each of which we are developing as an integrated theranostic with the corresponding imaging agent. In addition to our deep pipeline of theranostics, we aim to complement our theranostic product candidates with innovative nuclear medicine solutions spanning the patient treatment continuum from diagnosis and staging, through surgical intervention, to therapy. We believe this complementary approach will enable us to build deeper relationships with key opinion leaders and physicians who use our products, and to better support patients through their treatment journey. Our complementary portfolio approach is best exemplified by our offering in urologic oncology for the medical specialists managing the treatment of patients with prostate and kidney cancer. In prostate cancer, our offering includes Illuccix, surgical tools to guide cancer-detection, two therapeutic product candidates, TLX591 and TLX592, currently being evaluated in clinical trials, and we are developing a complementary artificial intelligence, or AI, platform to provide image reader and clinical decision support. The goal of our AI platform is to increase the efficiency and reproducibility of imaging assessments and it has not been used in the development of Illuccix or our product candidates. We are currently building a similar portfolio of complementary products in kidney cancer and intend to expand this approach into other oncology indications. We believe the impact of our investment into supply chain, manufacturing, distribution, and commercial capabilities is demonstrated through the successful commercial launch of Illuccix. Leveraging our extensive network of partners, we have expanded manufacturing capabilities to support the scale-up of commercial sales of Illuccix. Furthermore, our widespread distribution network, encompassing over 220 radiopharmacies across the United States, is designed to ensure flexibility and reliability in delivering Illuccix imaging doses to patients. In 2023, we opened our manufacturing facility located in Brussels South, Belgium. At approximately 30,000 square feet, it is one of the largest radiopharmaceutical production facilities in Europe, with nine good manufacturing practice, or GMP, lines, clean rooms, a radiopharmacy and provisions for the installation of two cyclotrons. We expect this facility to deliver significant flexibility and reliable supply for our growing commercial production requirements. In 2022, we acquired Optimal Tracers, which expanded our translational radiochemistry capability and established a U.S.-based laboratory and production footprint for manufacturing radiopharmaceutical doses to support clinical trials. In April 2024, we acquired IsoTherapeutics Group, LLC, which we believe will enable us to internalize select aspects of our development programs, with the goal of reducing cost and time to achieve technical milestones. In April 2024, we acquired ARTMS Inc., which we expect will further enhance the vertical integration of our supply chain and manufacturing by providing a greater level of control and security over each of our diagnostic isotopes. TABLE OF CONTENTS TABLE OF CONTENTS PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/ZENA_zenatech_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/ZENA_zenatech_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..034b24fe0fd95acd1d90c21213506175344b78a2 --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/ZENA_zenatech_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY The following is a summary of certain information contained in this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Capitalized terms used in the summary, but not defined, have the meanings ascribed elsewhere in this Prospectus. The Company Corporate Information Our principal address and office is located at Suite 1403, 69 Yonge Street, Toronto, Ontario Canada M5E 1K3 and our telephone number is (647) 249-1622. Our registered and records office is located at Suite 700 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5. Our internet website is http://www.zenatech.com. Recent Developments On July 1, 2024, a 1 for 6 reverse stock split of its common shares was effected by the Company. All share and per share data presented in this prospectus has been adjusted to give effect to the reverse stock split. In addition, on July 15, 2024, we issued 291,829 units at a price of USD$10.28 per unit for gross proceeds of approximately $3,000,000 USD (or $4,104,000 based on an exchange rate of US$1 to $1.368), each unit being comprised of one common share and one warrant, with each warrant being exercisable at a price of USD$10.28 per share for a period of three years from the time the shares are listed for trading on a recognized stock exchange. The warrants do not carry any anti-dilution or ratcheting rights. We raised the funds for general corporate and working capital purposes. Our Current Business ZenaTech, Inc. is an enterprise software technology company that specializes in mission-critical cloud-based applications integrated with smart hardware to deliver innovative solutions across diverse industries. The Company operates in software development technology, sales, and distribution. The Company is also developing a drone manufacturing, sales, and distribution business (see Our Anticipated Business below). ZenaTech, Inc. is the parent holding company that operates through the following subsidiary companies: PacePlus, Inc.( PacePlus ), a Wyoming, United States of America ( USA ), company, provides cloud-based enterprise software solutions for the medical records industry, with its subsidiaries, SystemView, Inc. ( SystemView ), a Wyoming, USA, company, provides software solutions for the automated facility management industry, and, ZigVoice, Inc. ( ZigVoice ), a Wyoming, USA, company, provides software solutions for the contact center industry, WorkAware, Inc., a Wyoming, USA company, provides cloud-based enterprise safety and compliance management software and mobile solutions that can be utilized in a variety of industries including field management services, TillerStack, GmbH. ( TillerStack ), a German company, provides cloud-based enterprise field service management software and mobile solutions for a variety of industries, TillerStack, Inc. was established for US sales of TillerStack software products. ZenaDrone GmbH ( ZenaDrone German ) was established for drone sales and drone services in Germany. PsPortals, Inc. ( PsPortals ), a Delaware corporation, provides browser-based enterprise software applications for public safety, and, ZenaTech, Inc, ( ZenaTech US ), created for conducting future acquisitions in the United States of America, and its subsidiary, ZenaDrone, Inc., a Wyoming corporation, established for the purpose of selling the drone in the United States of America. Our core products all of which are software related are as follows: Core Product Status Company Product Description EHR Software Released Inhouse development Generating revenue PacePlus, Inc. Electronic Health Record software is designed to efficiently manage patient health information, streamline healthcare workflows and improve patient care and safety Medical Billing Software Released Inhouse development Generating revenue PacePlus, Inc. A comprehensive billing and invoicing system specifically tailored for medical practices, helping manage financial transactions and insurance claims efficiently. SystemView Scada HMI Software Released Inhouse development Generating revenue SystemView, Inc. A Supervisory Control and Data Acquisition (SCADA) software offering real-time monitoring, data visualization, and control for industrial processes. MaintenanceView Released Inhouse development Generating revenue SystemView, Inc. A software application designed to streamline and optimize maintenance operations, ensuring the reliability and longevity of equipment and assets. ReportView Released Inhouse development Generating revenue SystemView, Inc. A powerful reporting tool that compiles and presents data from various sources, simplifying data analysis and supporting informed decision-making. EnergyView Released Inhouse development Generating revenue SystemView, Inc. An energy management software that tracks energy consumption, identifies inefficiencies and offers insights for optimizing energy usage and reducing costs. Strand Video Surveillance Software Released Inhouse development Generating revenue SystemView, Inc. A sophisticated video surveillance system with intelligent analytics, enhancing security and surveillance capabilities for a wide range of environments. Multiplatform Contact Center Suite (MCCS) Released Inhouse development Generating revenue ZigVoice, Inc. An integrated suite of tools enabling seamless communication and management of customer interactions across multiple platforms and channels. Traffic Calculator Released Inhouse development Generating revenue ZigVoice, Inc. A traffic analysis software that provides valuable insights into traffic patterns, helping optimize transportation and infrastructure planning. Zinergy Help Desk Software Released Inhouse development Generating revenue ZigVoice, Inc. An efficient help desk solution that centralizes and manages customer support inquiries, ensuring timely and effective issue resolution. Safety and Compliance Management Software Released Inhouse development Generating revenue WorkAware, Inc. A comprehensive software platform designed to support businesses in maintaining safety standards, compliance, and risk management across industries. Field Service Management Software Released Inhouse development Generating revenue TillerStack, GMbH A powerful solution that optimizes field operations for businesses. From scheduling and dispatching to real-time tracking and reporting, it empowers field service teams to deliver exceptional customer experiences efficiently and effectively. Law Enforcement Software Released Inhouse development Generating revenue PsPortals, Inc. A comprehensive and secure platform designed to empower law enforcement agencies with advanced case management, evidence tracking, and streamlined communication tools. On-site Remote Assistance Released Inhouse development Generating revenue TillerStack, GMbH An innovative tool that enables remote experts to provide real-time guidance to on-site technicians. With seamless AR-powered communication and live video collaboration, it empowers teams to resolve complex issues faster and reduce downtime, revolutionizing on-site support experiences. Commercializing Non-Generating Software Products ZenaPay's software suite including Plant Tracker, Merchant, Compliance, Supply Chain Blockchain Smart Contract, and Plant Recognition Technology is spearheading a targeted marketing effort via social media, pay-per-click, and YouTube videos. This campaign is designed to highlight the ways these software products enhance farmers' operations. While these applications are yet to be launched, our current focus is on the drone business, as it aligns with these software offerings. The drone automation complements the software usage. Once the drone business starts generating revenue, the Plant Tracker will be introduced as an add-in service. Product Status Company Product Description ZenaDrone Plant Tracker Released Inhouse development Not currently generating revenue ZenaDrone, Inc. A cloud-based application that utilizes blockchain technology to provide precise tracking and management of plant-related data, enhancing efficiency in agricultural processes. ZenaDrone Smart Farming Beta Release Inhouse development Not currently generating revenue ZenaDrone, Inc. An innovative solution employing smart technology to optimize farming practices, improve crop yields, and streamline agricultural operations. ZenaDrone Compliance Software Testing Inhouse development Not currently generating revenue ZenaDrone, Inc. An automated solution to navigate regulatory requirements seamlessly. It simplifies compliance processes, ensuring adherence to necessary standards with efficiency. Plant Recognition Technology Testing Inhouse development Not currently generating revenue ZenaDrone, Inc. Software that utilizes advanced AI technology to identify various plant species swiftly and accurately, providing enhanced botanical insights for users. The Product Table below shows products that are being developed to integrate with certain of our software products. Product Name Status Company StackLens Prototype Inhouse development Not currently Generating revenue TillerStack, GMbH JourneyMan Device Designed Inhouse development Not currently Generating revenue WorkAware, Inc. Our Anticipated Business We plan to expand our business into Unmanned Vehicle Systems (commonly referred to as drones ). In that regard, we have developed and have been testing what we believe to be a high-quality drone with certain unique features. ZenaTech, Inc. is the parent holding company that is developing its drone business through the following subsidiary companies: ZenaDrone, Inc. ( ZenaDrone ), a Wyoming, USA, company, and its subsidiaries, ZenaDrone Limited ( ZenaDrone Ltd ), an Irish entity established for the Irish and European Union drone sales and drone services operations. The Company created ZenaDrone Limited to register with the Irish Aviation Authority, ZenaDrone Manufacturing, Inc, an Arizona Corporation, established to manufacture drones in the United States of America, ZenaDrone, Trading LLC ( ZenaDrone LLC ) a Dubai, United Arab Emirates ( UAE ) company, established in the Middle East for the drone commercial, marketing and sales drone operations, and its subsidiary, ZenaDrone Manufacturing (FZE) ( ZenaDrone FZE ) a Sharjah, UAE company, established in the Middle East for the manufacturing of drones and batteries. Operations Overview We currently have approximately 115 paying corporate clients using our medical records software, SCADA & HMI software, video surveillance software, call center software and safety and compliance management software, and field service management software. In addition, we have signed five pilot program agreements to evaluate our drone technology incorporating our drone enterprise software that we expect to convert into paying customers. We currently generate all our income from our software business and do not anticipate any changes to the use of existing software products under our current business operated through PacePlus, SystemView, ZigVoice, WorkAware, TillerStack and PsPortals while we pursue our drone business. We have not made any royalty payments on our software products to date. In addition, we have not made any royalty payments on our drones, including to Epazz in respect of software used in our drones. We currently conduct our software business in the United States, Canada, Ireland, United Arab Emirates, and Germany. We currently are testing our drone in Dubai and Ireland. We currently have 11 employees on staff and 45 contractors we utilize via the management services agreement with Epazz that we utilize throughout our business. See Our Business for more information. Implications of Being a Foreign Private Issuer Upon effectiveness of this prospectus, we will report under the Exchange Act as a non-U.S. company with foreign private issuer ( FPI ) status. As long as we qualify as an FPI 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: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission ( SEC ) of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, as a foreign private issuer, we will also be entitled to rely on exceptions from certain corporate governance requirements of the Nasdaq. However, our ability to rely on certain of these exceptions is limited as we are considered a controlled company under Nasdaq rules given that our CEO and director Dr. Shaun Passley controls more than 50% of our outstanding voting stock. For example, we will still be required to comply with the requirement for each member of the audit committee of our Board to be independent, independent director sessions are required and director nominations must have independent director oversight. However, while we plan to comply with all of the corporate governance requirements of Nasdaq, we are eligible and may rely on the other exceptions afforded us as a foreign private issuer, including with respect to compensation committee requirements. Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm. We may take advantage of these exemptions until such time as we are no longer an FPI. We would cease to be an FPI at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. Implications of Being Treated as an Emerging Growth Company We are treated as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), because we qualified as an emerging growth company at the time we first submitted this prospectus on Form 20-F to the SEC. Accordingly, we are eligible to comply with reduced disclosure requirements applicable to emerging growth companies. These reduced disclosure requirements and exemptions include: the ability to include only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure; reduced disclosure obligations regarding executive compensation in this prospectus; and 10 Table of Contents Index to Financial Statements an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor s report providing additional information about the audit and the financial statements for this prospectus. As a result, the information contained in this Form 20-F may be different from the information you receive from other public companies in which you hold shares. Both FPIs and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain an FPI, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor an FPI. Implications of Being a Controlled Company We are considered a controlled company under Nasdaq rules given that our CEO and director Dr. Shaun Passley controls more than 50% of our outstanding voting stock. Because we will qualify to be treated as a controlled company, we will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of the Board of Directors consists of independent directors, the requirement that a majority of the independent directors select or recommend its director nominees, the requirement that the remuneration committee be responsible for determining or recommending the compensation of executive officers other than our Chief Executive Officer and the requirement that its remuneration committee be composed entirely of independent directors. If we elect to use certain of the controlled company exemptions, holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. See Risk Factors - Risks Related to Our Common Shares and Listing . Summary Selected Financial Information The following tables summarize certain of our consolidated financial information. This information has been derived from our audited consolidated financial statements for the years ended December 31, 2023 and 2022, and interim unaudited consolidated financial statements for six months ended June 30, 2024, and related notes, included elsewhere in this prospectus. Our financial statements are prepared in accordance with International Financial Reporting Standards. You should read the following summary consolidated financial information together with the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements for the years ended December 31, 2023 and 2022, and interim unaudited consolidated financial statements for six months ended June 30, 2024, and the related notes included elsewhere in this prospectus. The summary consolidated financial information in this section is not intended to replace our audited or interim consolidated financial statements and the related notes and is qualified in its entirety by our audited and interim consolidated financial statements and the related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results in any future period. On July 1, 2024, a 1 for 6 reverse stock split of its common shares was effected by the Company. All share and per share data presented below has been adjusted to give effect to the reverse stock split. Six Months Ended June 30, 2024 $ (unaudited) Year Ended December 31, 2023 $ (audited) Year Ended December 31, 2022 $ (audited) Total Revenues 976,102 1,831,912 3,076,054 Total Expenses (1,353,568) (2,073,416) (3,061,778) Net Income (Loss) (377,466) (241,504) 14,276 Net Income (Loss) per common share - basic and diluted (0.02) (0.01) 0.00 As of June 30, 2024 $ (unaudited) As of December 31, 2023 $ (audited) As of December 31, 2022 $ (audited) Total Assets 19,317,619 16,453,876 13,543,786 Total Liabilities 11,519,091 9,134,130 5,972,094 Shareholder s Equity 7,798,528 7,319,746 7,571,692 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2024/nan_nano-labs_prospectus_summary.txt b/parsed_sections/prospectus_summary/2024/nan_nano-labs_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..0fc72d926baab598f34ed0feef3b11cf2291161b --- /dev/null +++ b/parsed_sections/prospectus_summary/2024/nan_nano-labs_prospectus_summary.txt @@ -0,0 +1 @@ +Summary of the Prospectus 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/AAPG_ascentage_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/AAPG_ascentage_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..45f3f3d6776bd56228a9f4438de79a4857331ad5 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/AAPG_ascentage_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus summary This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. Before you make an investment decision, you should read the entire prospectus carefully, including the sections titled Risk factors, Special note regarding forward-looking statements and industry data and Management s discussion and analysis of financial condition and results of operations and our consolidated financial statements and the related notes included elsewhere in this prospectus. Overview We are a global, integrated biopharmaceutical company engaged in discovering, developing and commercializing therapies to address global unmet medical needs primarily in hematological malignancies. For more than two decades, our founders and team have leveraged their deep expertise to develop our proprietary drug discovery platform to pursue particularly challenging targets and significant unmet global medical needs. Our lead assets, olverembatinib and lisaftoclax, have global potential to address the major hematological malignancies, including chronic myeloid leukemia, or CML, acute myeloid leukemia, or AML, chronic lymphocytic leukemia, or CLL, acute lymphocytic leukemia, or ALL, myelodysplastic syndrome, or MDS, and multiple myeloma, or MM, which is expected to exceed US$166 billion in aggregate market size by 2035, according to the industry report commissioned by us and independently prepared by Frost & Sullivan in connection with this offering, or the F&S Report. We are the only company in the world with active clinical programs targeting all three known classes of key apoptosis regulators, according to the F&S Report. We have eleven completed or ongoing U.S. and/or international registrational trials, including two that are FDA-regulated, for our five key clinical-stage assets. Our first lead asset, olverembatinib, is a novel, next-generation tyrosine kinase inhibitor, or TKI. Olverembatinib is the first and only BCR-ABL1 inhibitor approved in China for the treatment of patients with CML in chronic phase, or CML-CP, with T315I mutations, CML in accelerated phase, or CML-AP, with T315I mutations, and CML-CP that is resistant or intolerant to first and second-generation TKIs. Olverembatinib has demonstrated favorable clinical benefit and tolerability in heavily pretreated patients, particularly ponatinib- or asciminib-failed patients, with 52.2% and 47.8% of ponatinib-resistant patients achieving complete cytogenic response, or CCyR, and major molecular response, or MMR, respectively, and 30.8% and 26.7% of asciminib-resistant patients achieving CCyR and MMR, respectively. In a five-year follow-up of CML-CP patients treated with olverembatinib, 73% had remained on the treatment, response rates continued to increase and the prevalence of treatment-related adverse events, or TRAEs, continued to decrease over such period. Therefore, we believe that olverembatinib, with its real-world patient data in China, where it is approved, has the potential to be a global therapy for CML. The global CML market was around US$12.3 billion in 2023 and is expected to grow to US$14.6 billion by 2035, according to the F&S Report. We are currently conducting a registrational Phase 3 trial, or POLARIS-2, of olverembatinib as a monotherapy for CML that is regulated by the U.S. Food and Drug Administration, or FDA, and subject to the successful completion, we plan to submit a new drug application, or NDA, to the FDA in 2026. We note that clinical data obtained in China may not be accepted by the FDA or other foreign regulators to support ongoing or future clinical trials, that olverembatinib is approved only in China, and that the outcome of our ongoing clinical trials is uncertain. We are also pursuing label expansion of olverembatinib in combination with chemotherapy for the treatment of newly diagnosed Philadelphia chromosome-positive ALL, or frontline Ph+ ALL, in a registrational Phase 3 trial, or POLARIS-1, and conducting another registrational Phase 3 trial, or POLARIS-3, evaluating olverembatinib as a monotherapy for succinate dehydrogenase, or SDH, -deficient gastrointestinal stromal tumor, or GIST. In June 2024, we entered into an exclusive option agreement with Takeda Pharmaceuticals International AG, or Takeda, where we granted Takeda an exclusive option to take an exclusive license (even as to us and our affiliates) to research, develop, import, export, make, have made, manufacture, have manufactured, use, commercialize and otherwise exploit olverembatinib. Under the terms of the option agreement, we received US$100.0 million from Takeda related to intellectual property income and option payment. We are eligible to be paid an option exercise fee and certain milestone payments up to approximately US$1.2 billion in the aggregate as well as royalties in a range equal to 12-19% of net sales. See Business License, collaboration and other agreements Takeda exclusive option agreement. TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to Completion) Issued January 21, 2025 7,325,000 American depositary shares Ascentage Pharma Group International Representing 29,300,000 ordinary shares Ascentage Pharma Group International, or Ascentage Pharma, is offering 7,325,000 American depositary shares, or ADSs. This is our initial public offering in the United States, and no public market currently exists for the ADSs. Our ordinary shares, par value US$0.0001 per share, have been listed on The Stock Exchange of Hong Kong Limited, or the HKEx, since October 28, 2019 under the stock code 6855 . On January 17, 2025, the closing sale price of our ordinary shares on the HKEx was HK$39.60 per ordinary share, equivalent to a price of US$20.34 per ADS, assuming an exchange rate of HK$7.7864 to US$1.00, which is the exchange rate set forth for cable transfers in the City of New York, as certified by the Federal Reserve Bank of New York, on January 10, 2025. The initial public offering price of the ADSs will be determined through negotiations between us and the underwriters, and will be based on the trading price of our ordinary shares on the HKEx prior to the pricing of the ADSs as well as prevailing market conditions and other factors described in the Underwriting section beginning on page 314 of this prospectus. Each ADS represents four (4) of our ordinary shares. We have applied to list the ADSs on the Nasdaq Global Market, or Nasdaq, under the symbol AAPG. Application will be made to the HKEx for the listing of the ordinary shares represented by the ADSs we are offering, and we expect to obtain the approval of the HKEx before the ordinary shares are issued upon the closing of the offering. The offering is contingent upon final approval of the listing of the ADSs on Nasdaq. Unless otherwise indicated or the context otherwise requires, references in this prospectus to Ascentage Pharma are to Ascentage Pharma Group International, our Cayman Islands exempted company, and references in this prospectus to we, us, our company and our are to Ascentage Pharma Group International and its subsidiaries, including Jiangsu Ascentage Pharma Co., Ltd., Shanghai Centagen Bio Co., Ltd. and Suzhou Yasheng Pharmaceutical Co., Ltd. and its subsidiaries, which we refer to collectively as our PRC subsidiaries. Ascentage Pharma is not a Chinese operating company but rather a Cayman Islands exempted company that conducts operations in multiple countries, including the People s Republic of China, or PRC, and the United States through its subsidiaries, including Suzhou Ascentage Pharmaceutical Co., Ltd, a limited liability company incorporated in the PRC, Guangzhou Healthquest Pharma Co., Ltd., a limited liability company incorporated in the PRC, or Healthquest Pharma, Shenghe Inno Bio, a limited liability company incorporated in the PRC, Shanghai Centagen Bio Co., Ltd., a limited liability company incorporated in the PRC, and Ascentage Pharma Group Inc., a corporation incorporated in Delaware. Our operations in the PRC are primarily conducted through our PRC subsidiaries. Under this holding company structure, investors in the ADSs are purchasing equity interests in the Cayman Islands exempted company and obtaining indirect ownership interests in the operating companies, including the PRC operating companies. This holding company structure involves unique risks to investors and investors may never hold equity interests in our operating companies, including the PRC operating companies. While we do not operate in an industry that is currently subject to foreign ownership limitations in the PRC, PRC regulatory authorities could decide to limit foreign ownership in our industry in the future, in which case there could be a risk that we would be unable to do business in the PRC as we are currently structured. In such event, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue our operations in the PRC, we may experience material changes in our business and results of operations, our attempts may prove to be futile due to factors beyond our control and the value of the ADSs you invest in may significantly decline or become worthless. While our current corporate structure is not a variable interest entity, or VIE, structure and we have no intention to rely on a VIE structure in our PRC operations, if the PRC laws and regulations were to change in the future, such changes may result in adverse changes in our operations, and the ADSs may decline significantly in value. See the section titled Risk factors Risks related to doing business in the PRC. A majority of our business and operations is conducted in the PRC through our subsidiaries and thus we are exposed to legal and operational risks associated with operations in the PRC. The PRC government has significant authority to exert influence on the ability of a company with operations in the PRC to conduct its business. The PRC government exerts significant oversight TABLE OF CONTENTS Our second lead asset, lisaftoclax, is a novel Bcl-2 inhibitor that we are developing for the treatment of various hematological malignancies. In November 2024, we announced that our NDA for the treatment of relapsed and/or refractory, or r/r, CLL and small lymphocytic lymphoma, or SLL, was accepted with Priority Review designation by the Center of Drug Evaluation, or CDE, of China s National Medical Products Administration, or NMPA. According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl-2 inhibitor and the first in China for a Bcl-2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to Bruton s tyrosine kinase, or BTK, inhibitors. If approved, we plan to launch in China in 2025 and pursue regulatory approvals in multiple countries. The global CLL/SLL market was around US$9.4 billion in 2023 and is expected to grow to US$38.2 billion by 2035, according to the F&S Report. We are also conducting an FDA-regulated registrational Phase 3 trial, or GLORA, of lisaftoclax in combination with BTK inhibitors for patients with CLL/SLL previously treated with BTK inhibitors for more than 12 months with sub-optimal response and pursuing approval of lisaftoclax for frontline CLL/SLL in a registrational Phase 3 trial, or GLORA-2, of lisaftoclax in combination with acalabrutinib. We believe that lisaftoclax, with its short half-life and potential for patient-friendly ramp-up schedule, can serve as a backbone molecule for combination therapies for many hematological malignancies, including and beyond CLL/SLL. Therefore, we are also evaluating lisaftoclax in combination with azacitidine, or AZA, in two registrational Phase 3 trials, GLORA-3 and GLORA-4, for the frontline treatments of elderly or unfit patients with AML or patients with higher risk, or HR, myelodysplastic syndrome, or MDS, respectively. Backed by our strong scientific foundation, knowledge of small molecule discovery and capabilities to conduct clinical trials worldwide, we use state-of-the-art technologies to develop innovative therapeutic agents to treat cancers and address unmet medical needs within this patient population. Our initial focus has been to leverage our expertise in chemistry to synthesize inhibitors targeting proteins and pathways that drive the key hallmarks of cancer. Earlier in our pipeline, we are harnessing our understanding of protein degraders to develop therapies, such as proteolysis targeting chimera molecules, or PROTACs, that target traditionally undruggable proteins that are implicated in oncogenesis. We are empowered by our technical expertise in structure-based drug design and our innovative drug discovery engine, which allows us to address unmet medical need by targeting key apoptotic pathways and validated tyrosine kinases. These core competencies have allowed us to develop small molecule and degrader therapies targeted at Bcl-2, Bcl-2/Bcl-xL, IAP and MDM2, in addition to building next-generation cell signaling inhibitors (i.e., BCR-ABL1, ALK, FAK inhibitors) and epigenome-modifying agents (i.e., EED inhibitor). Beyond our two lead assets, we have several other clinical-stage assets in U.S. or international clinical trials. Leveraging our robust internal research and development capabilities, we have built a portfolio of global intellectual property rights. We have also established collaborations and other relationships with leading biotechnology and pharmaceutical companies around the world, including a collaboration and license agreement with Innovent and clinical collaboration agreements with AstraZeneca, Merck, and Pfizer, and research and development relationships with leading research institutions, such as Dana-Farber Cancer Institute, Mayo Clinic, MD Anderson Cancer Center, National Cancer Institute and the University of Michigan. As of September 30, 2024, we had a portfolio of more than 384 U.S. and foreign patents and more than 173 U.S. and foreign pending patent applications. We have incurred significant net losses in the past, and we intend to continue to invest substantially in our business. While our net profit was RMB162.8 million (US$22.4 million) for the six months ended June 30, 2024, our net loss was RMB402.3 million for the six months ended June 30, 2023, and we incurred a net loss of RMB925.7 million (US$127.4 million) and RMB882.9 million for the years ended December 31, 2023 and 2022, respectively. As of June 30, 2024, we had accumulated losses of RMB5,202.1 million (US$715.8 million). We expect to continue to incur substantial and increasing losses for the foreseeable future, and we expect these losses to increase as we continue our development of, and seek regulatory approvals for, our drug candidates (including olverembatinib outside of China), and commercialize such drug candidates, if approved. Typically, it takes many years to develop one new drug candidate from the time it is discovered to when it is available for treating patients. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. TABLE OF CONTENTS and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could result in a material change in our operations or the value of our securities, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of our securities to significantly decline or become worthless. Recent policy statements and regulatory actions by the PRC government, such as those related to human genetic data, biopharmaceutical, cybersecurity, data privacy and cross-border data flows may adversely impact our ability to conduct our business and research and development activities, accept foreign investments, or list on a U.S. or other foreign stock exchange, which may cause our securities to be prohibited from trading or to be delisted from Nasdaq or any other U.S. stock exchange. Furthermore, rules and regulations in China can change quickly with little advance notice. The PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies. On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and relevant notes and supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Measures provide that if the issuer meets both of the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed an indirect overseas offering by a PRC domestic company: (1) 50% or more of any of the issuer s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by PRC domestic companies; and (2) the main parts of the issuer s business activities are conducted in mainland China, its main place(s) of business are located in mainland China or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Taking into consideration the above-mentioned criteria, this offering is an indirect offering under the Trial Measures, and we are therefore subject to the filing requirements of the CSRC. We are required to fulfill the filing procedure with the CSRC in accordance with the Trial Measures and the completion of the filing procedure is a condition to this offering and listing. We confidentially submitted the filing with the CSRC in accordance with the Trial Measures, and in December 2024, we received the filing notice from the CSRC in relation to our overseas offering and listing, which indicates that we have completed the required filing application procedures for this offering. Any potential action taken by the PRC government to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies, once taken by the PRC government, 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, in extreme cases, become worthless. See the section titled Risk factors Risks related to doing business in the PRC. In addition, our ability to pay dividends partially depends upon dividends paid by our PRC subsidiaries. On December 16, 2021, the Public Company Accounting Oversight Board, or the PCAOB, issued its report notifying the U.S. Securities and Exchange Commission, or the SEC, of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor who is headquartered in mainland China. Under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit our ordinary shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the United States. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. These risks could result in a material adverse change in our operations and the value of the ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or become worthless. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, thereby amending the HFCAA (1) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (2) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company s auditor. As it was originally enacted, the HFCAA applied only if the PCAOB s inability to inspect or investigate was due to a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, 2023 the HFCAA now also applies if the PCAOB s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB were to determine in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and if we were to continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we TABLE OF CONTENTS Our pipeline We have a diversified portfolio that includes several clinical or commercial-stage small molecule drug assets, five of which are summarized in the following chart: Our pipeline (1) Registrational trials ongoing for CLL/ SLL, AML and MDS; Phase 2 trials ongoing for MM. (2) The globe icon as used in this table refers to indications where clinical trials are currently taking place in two or more countries. The US flag refers to indications for which we have received clearance from the FDA to conduct one or more clinical trials in the United States. The China flag refers to indications for which we have conducted or are currently conducting clinical trials only in China. Olverembatinib (HQP1351), our first lead asset, is a novel, next-generation TKI. Olverembatinib is the first and only BCR-ABL1 inhibitor approved in China for patients with CML-CP with T315I mutations, CMP-AP with T315I mutations and CML-CP that is resistant or intolerant to first and second-generation TKIs. Olverembatinib was included as an Emerging Treatment Option in the 2024 National Comprehensive Cancer Network, or NCCN, guidelines for the management of CML and received recommendation from the Chinese Society of Clinical Oncology, or CSCO, guideline for the treatment of Ph+ ALL. To date, the FDA has granted four orphan drug designations, or ODD, to olverembatinib, including for the treatment of CML, ALL, AML and GIST, and fast track designation, or FTD, for the treatment of CML in patients with certain genetic markers who have failed to respond to treatments with existing TKIs. Through three registrational Phase 3 trials, we are currently evaluating olverembatinib as a monotherapy and/or in combination with existing treatments for patients with CML, newly diagnosed patients with frontline Ph+ ALL, and patients with SDH-deficient GIST. Clinical trials evaluating olverembatinib are currently taking place in Australia, Canada, China and the United States. Lisaftoclax (APG-2575), our second lead asset, is a novel Bcl-2 inhibitor that we are developing for the treatment of various hematological malignancies. To date, the FDA has granted five ODDs to lisaftoclax, including for the treatment of CLL, AML and MM. As of December 31, 2023, more than 800 patients have been treated with lisaftoclax as a monotherapy or combination therapy in clinical trials conducted in United States, Australia, China, and Europe, among which approximately 400 patients have CLL/SLL. In November 2024, we announced that our NDA was accepted with Priority Review designation by the CDE. According to the F&S Report, this NDA is the second NDA filed in the world for a Bcl-2 inhibitor and the first in China for a BCL-2 inhibitor for the treatment of patients with CLL/SLL that are resistant or intolerant to BTK inhibitors. Through four registrational Phase 3 trials, we are currently evaluating lisaftoclax as a monotherapy and/or in combination with existing treatments for patients with CLL/SLL, AML and MDS. We are also evaluating lisaftoclax in ongoing clinical trials for MM and other hematological malignancies. Clinical trials evaluating lisaftoclax are currently taking place in Australia, Belgium, Canada, China, France, Germany, Hungary, Japan, Poland, Spain, United Kingdom and the United States. TABLE OF CONTENTS would become subject to the prohibition on trading under the HFCAA. Furthermore, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our and our auditor s control, including positions taken by authorities of the PRC or any other foreign jurisdiction. If authorities in the PRC or another foreign jurisdiction were to take a position at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, and if such lack of inspection were to extend for the requisite period of time under the HFCAA, our securities would be prohibited from being traded on U.S. markets and Nasdaq may determine to delist our securities. For more details, see Risk factors Risks related to doing business in the PRC The PCAOB has historically been unable to inspect our auditor in relation to their audit work and the inability of the PCAOB to conduct inspections over our auditor deprives our investors of the benefits of such inspections and Risk factors Risks related to doing business in the PRC If the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years, the ADSs will be delisted and our ordinary shares and ADSs will be prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Cash is transferred among Ascentage Pharma Group International and our subsidiaries in the following manner: (1) funds are transferred to Ascentage Pharma Group International s subsidiaries from Ascentage Pharma Group International as needed as capital contributions or shareholder loans, as the case may be; and (2) dividends or other distributions may be paid by our subsidiaries to Ascentage Pharma Group International. Our subsidiaries generate and retain cash from operating activities and re-invest in their respective business. In the future, Ascentage Pharma Group International s ability to pay dividends, if any, to its shareholders and to service any debt it may incur will partially depend upon dividends paid by PRC subsidiaries. Apart from cash transferred in connection with paid-in capital and shareholder loans, no cash or other assets have been transferred between Ascentage Pharma Group International and a subsidiary, no subsidiaries (including PRC subsidiaries) paid dividends or made other distributions to Ascentage Pharma Group International, and no dividends or distributions were paid or made to U.S. investors. In the future, cash proceeds raised from financing activities may be transferred by Ascentage Pharma Group International through our subsidiaries via capital contributions and shareholder loans, as the case may be, and our subsidiaries may pay dividends to their respective shareholders. Payment of dividends is subject to restrictions under the PRC law. Any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. For a detailed discussion of applicable PRC regulations governing distribution of dividends, see Regulation PRC regulations PRC regulations relating to dividend distribution. In addition, the PRC government imposes regulations on the convertibility of Renminbi into foreign currencies and the remittance of funds out of China. Governmental regulations of currency conversion may limit our ability to pay dividends and other obligations and affect the value of your investment. See Prospectus summary Cash flows through our organization and our consolidated financial statements included elsewhere in this prospectus. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See Dividend policy. We are an emerging growth company and a foreign private issuer as defined under the U.S. federal securities laws, and under applicable SEC rules, we have elected to comply with certain reduced public company reporting and disclosure requirements. See Prospectus summary Implications of being an emerging growth company and Prospectus summary Implications of being a foreign private issuer. See the section titled Risk factors beginning on page 24 of this prospectus for a discussion of information that should be considered before making a decision to purchase the ADSs. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$ US$ Underwriting discounts and commissions(1) US$ US$ Proceeds, before expenses, to us US$ US$ (1) See the section titled Underwriting for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 1,098,750 ADSs from us at the public offering price, less underwriting discounts and commissions. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2025. J.P. MorganCitigroup Prospectus dated , 2025 TABLE OF CONTENTS Alrizomadlin (APG-115) is a novel, orally bioavailable, highly selective, small molecule inhibitor of the mouse double minute 2, or MDM2, homolog. We believe alrizomadlin has potential to treat a number of serious rare and orphan diseases and address unmet medical needs in both adult and pediatric indications. To date, the FDA has granted six ODDs and two rare pediatric disease designations, or RPDD, for alrizomadlin. In addition, we plan to pursue FTD and RPDD for our late-stage programs for alrizomadlin in malignant peripheral nerve sheath tumors, or MPNST, and adenoid cystic carcinoma, or ACC, for which we reported preliminary Phase 2 results in 2022 and 2023, respectively. Clinical trials evaluating alrizomadlin are currently taking place in Australia, China and the United States. Pelcitoclax (APG-1252) is a novel, highly potent, small molecule drug designed to restore apoptosis through dual inhibition of the Bcl-2 and Bcl-xL proteins. To date, the FDA has granted one ODD to pelcitoclax for the treatment of small cell lung cancer, or SCLC. We are currently evaluating pelcitoclax in two Phase 1b trials and one Phase 1b/2 trial for the treatment of patients with non-small cell lung cancer, or NSCLC, neuroendocrine tumors or non-Hodgkin s lymphoma, or NHL. As of December 31, 2023, at least 203 patients have been treated with pelcitoclax as a monotherapy or in combination with other antitumor agents across clinical trials conducted in the United States, Australia and China. In October 2023, we presented preliminary results from the Phase 1b trial of pelcitoclax in combination with osimertinib in patients with epidermal growth factor receptor-mutant, or EGFR-mutant, NSCLC at the 2023 Congress for the European Society for Medical Oncology, or ESMO, demonstrating potential therapeutic utility. Clinical trials evaluating pelcitoclax are currently taking place in Australia, China and the United States. APG-5918 is a potent, orally bioavailable, and highly selective inhibitor of the embryonic ectoderm development, or EED, a sub-unit of the Polycomb Repressive Complex 2, or PRC2. APG-5918 is an EED inhibitor with demonstrated potential for treating patients with anemia, including beta-thalassemia and chronic kidney disease, or CKD, -induced anemia. We intend to complete an FDA-regulated Phase 1 trial on solid tumors and an NMPA-regulated Phase 1 trial on anemia. Clinical trials evaluating APG-5918 are currently taking place in China and the United States. Summary of key completed and ongoing clinical trials for olverembatinib and lisaftoclax (1) Registrational Phase 2 trial completed with NDA submitted and accepted with priority review by CDE in 2024. (2) The globe icon as used in this table refers to trials that are currently taking place in two or more countries. The US flag refers to trials for which we have received clearance from the FDA to conduct trials in the United States. The China flag refers to trials for which we have conducted or currently conduct only in China. TABLE OF CONTENTS Table of contents Prospectus summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/AIIA-UN_ai_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/AIIA-UN_ai_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..b355b66f69bf020ae10f53a521ecaca9f7abd9c4 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/AIIA-UN_ai_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary — Our Sponsor" on page 3 for further discussion on our sponsor s and affiliate s compensation; and "Certain Relationships and Related Party Transactions" on page 122 for more information. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the business combination period, or by such earlier liquidation date as our board of directors may approve, the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. See the section titled "Risk Factors — Risks Relating to our Securities — Our sponsor paid an aggregate of $25,000, or approximately $0.0065 per share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares" on page 61. Our sponsor, its affiliates, or promoters and members of our management team will directly or indirectly own ordinary shares, or other instruments, such as rights, linked to our private placement units, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, or our board of directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. There may be potential material conflicts of interest between our sponsor, its affiliates, or promoters and the purchasers in this offering. Our sponsor, along with its affiliates, promoters, officers, and directors, currently participate, and may in the future participate, in the formation or sponsorship of other special purpose acquisition companies ("SPACs") similar to ours, or engage in other business or investment ventures during our pursuit of an initial business combination. Despite these activities, our officers and directors will maintain their existing fiduciary duties to us, and we will retain priority over any subsequent SPACs or ventures they may join. See the sections titled "Summary — The Offering — Conflicts of interest" on page 31, and "Management — Conflicts of Interest" on page 116 for more information. For further information about the risks associated with compensation and material conflicts of interests of our sponsor, its affiliates, or promoters, see "Summary – Our Sponsor" on page 3, "Summary – Sponsor Compensation" on page 4 and "Summary – Potential Conflicts of Interest" on page 13. The following table illustrates our net tangible book value per share at the specified redemption levels: As of May 31, 2025 Without Over-Allotment Option Exercised 25% redemptions(1) 50% redemptions(2) 75% redemptions(3) Maximum redemptions(4) Offering price of $10.00 included in the units (adjusted to include the value of the rights) $10.00 $10.00 $10.00 $10.00 Pro forma net tangible book value per share, as adjusted 5.57 4.57 3.00 0.13 Dilution to public shareholders $4.43 $5.43 $7.00 $9.87 (1) Assumes that 2,500,000 public shares are redeemed. (2) Assumes that 5,000,000 public shares are redeemed. (3) Assumes that 7,500,000 public shares are redeemed. (4) Assumes that 10,000,000 public shares are redeemed. As of May 31, 2025 With Over-Allotment Option Exercised 25% redemptions(1) 50% redemptions(2) 75% redemptions(3) Maximum redemptions(4) Offering price of $10.00 included in the units (adjusted to include the value of the rights) $10.00 $10.00 $10.00 $10.00 Pro forma net tangible book value per share, as adjusted 5.58 4.59 3.01 0.14 Dilution to public shareholders $4.42 $5.41 $6.99 $9.86 (1) Assumes that 2,875,000 public shares are redeemed. (2) Assumes that 5,750,000 public shares are redeemed. (3) Assumes that 8,625,000 public shares are redeemed. (4) Assumes that 11,500,000 public shares are redeemed. See the section entitled "Dilution" for additional information. Prior to this offering, there has been no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange ("NYSE"). We expect that our units will be listed on NYSE under the symbol "AIIAU" on or promptly after the date of this prospectus. However, we cannot guarantee that our securities will be approved for listing on NYSE. The Class A ordinary shares and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Maxim informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC"), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and rights will be listed on NYSE under the symbols "AIIA" and "AIIAR," respectively. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. See the risk factor titled "You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act" on page 38 and "Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419" on page 104 for further information. Per Unit Total Public offering price $10.00 $100,000,000 Underwriting discounts and commissions(1) $0.15 $1,500,000 Proceeds, before expenses, to us $9.85 $98,500,000 (1) We have agreed to pay Maxim, a cash fee equal to 1.5% of the gross proceeds of the offering. We have also agreed to issue to Maxim and/or its designees 350,000 Class A ordinary shares (or 402,500 Class A ordinary shares if the underwriters over-allotment option is exercised in full) upon the consummation of this offering. These shares are being registered in the registration statement of which this prospectus forms a part. See the section entitled "Underwriting" for additional information regarding compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000, or $115,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about [ ], 2025. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Sole Book-Running Manager Maxim Group LLC The date of this prospectus is [ ], 2025 TABLE OF CONTENTS SUMMARY 1 RISK FACTORS 34 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 72 USE OF PROCEEDS 73 DIVIDEND POLICY 76 DILUTION 76 CAPITALIZATION 80 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 81 PROPOSED BUSINESS 86 MANAGEMENT 109 PRINCIPAL SHAREHOLDERS 119 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 122 DESCRIPTION OF SECURITIES 124 MATERIAL INCOME TAX CONSIDERATIONS 139 UNDERWRITING 147 LEGAL MATTERS 156 EXPERTS 156 WHERE YOU CAN FIND ADDITIONAL INFORMATION 156 INDEX TO FINANCIAL STATEMENTS f-1 i Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Summary This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: "affiliate" are to any individual, corporation, limited liability company, or other entity that controls, is controlled by, or is under common control with our company or any of our company s subsidiaries; "amended and restated memorandum and articles of association" are to our memorandum and articles of association to be in effect upon completion of this offering, as amended and/or restated from time to time; "Board" are to our board of directors; "business combination period" are to (i) the period beginning upon the closing of this offering and ending 18 months after the closing of this offering or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association; "Class A ordinary shares" are to our Class A ordinary shares, par value $0.0001 per share; "Class B ordinary shares" are to our Class B ordinary shares, par value $0.0001 per share; "Companies Act" are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; "directors" are to our current directors and director nominees named in this prospectus (if any); "equity-linked securities" are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our company; "founder shares" are the 3,833,333 Class B ordinary shares held by our initial shareholders and, unless the context otherwise requires, the term also includes our Class A ordinary shares issued upon the conversion thereof as provided herein; "initial shareholders" are to our sponsor and any other holders of our founder shares immediately prior to this offering; "Jet.AI" are to Jet.AI Inc., a Delaware corporation that is publicly traded on the Nasdaq Stock Market LLC under the trading symbol "JTAI"; "letter agreement" are to the letter agreement by and among our company, our sponsor and our officers and directors, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part; "management" or "our management team" are to our executive officers and directors; 1 "Maxim" or "Representative" are to Maxim Group LLC, the representative of the underwriters in this offering; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement rights" are to the rights included in the private placement units being purchased by our sponsor and Maxim in the private placement; "private placement shares" are to the Class A ordinary shares included in the private placement units being purchased by our sponsor and Maxim in the private placement; "private placement units" are to the units issued to our sponsor and to Maxim in a private placement simultaneously with the closing of this offering; "public rights" are to the rights sold as part of the units in this offering (whether they are subscribed for in this offering or in the open market); "public shares" are to shares of our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that the initial shareholders and each member of our management team s status as a "public shareholder" shall only exist with respect to such public shares; "public units" are to the units sold in this offering; "representative shares" are to the 350,000 Class A ordinary shares (or 402,500 Class A ordinary shares if the underwriters over-allotment option is exercised in full) issuable to Maxim and/or its designees upon the consummation of this offering; "rights" are to our rights, which include the public rights as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees; "securities" are to our units, ordinary shares and rights; "sponsor" are to AIIA Sponsor Ltd., a Cayman Islands ordinary resident company, limited by shares; "units" are to our units, which include the public units as well as the private placement units; and "we," "us," "company", "Company", or "our company" are to AI Infrastructure Acquisition Corp., a Cayman Islands exempted company, limited by shares. Any forfeiture or transfer of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We were incorporated on May 13, 2025, as a Cayman Islands exempted company, limited by shares. We chose to incorporate in the Cayman Islands due to (i) its tax neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements. 2 We were formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus initially on transactions with companies and/or strategic assets in high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure. This includes businesses at the intersection of AI, high-performance computing, cloud infrastructure, semiconductor acceleration (such as GPUs and specialized AI chips), edge computing, and the broader digital infrastructure value chain. In 2025, several major data center projects have been announced globally, with investments totaling approximately $1.5 trillion. Notable initiatives include the $500 billion Stargate project by OpenAI, SoftBank, and Oracle, and Amazon s $100 billion commitment to AI data centers and we believe these investments reflect the growing demand for AI infrastructure and cloud computing services worldwide. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Our Sponsor Our sponsor, AIIA Sponsor Ltd., a Cayman Islands ordinary resident company, limited by shares, is a minority-owned subsidiary of Jet.AI Inc. (NASDAQ: JTAI). Jet.AI Inc. is a publicly listed, pure-play artificial intelligence ("AI") data center company operating aviation-specific AI software located in Las Vegas, Nevada. Our sponsor was incorporated for the sole purpose of holding a securities interest in our company and is managed by Jet.AI s management team and governed by a board comprising of Michael Winston, George Murnane and Wrendon Timothy. As of the date hereof, other than Jet.AI, and Messrs. Winston, Murnane and Timothy, no other person has a direct or indirect material interest in our sponsor. In addition, Messrs. Adler and Stoneberg will each serve as an independent director upon the effectiveness of the registration statement of which this prospectus is a part, and each will receive, for their services as a director, an indirect interest in our founder shares through ownership interests in our sponsor, but neither Mr. Adler nor Mr. Stoneberg will serve on the board of the sponsor and will not have the right to participate in any decision regarding the disposal of any security held by the sponsor, or otherwise, as those decisions would be made by the sponsor s board as a collective body. It is expected that each of Mr. Adler and Stoneberg will be issued 20,000 shares in the sponsor upon joining our Board. Assuming each of Mr. Adler and Stoneberg (our in-coming independent directors) are issued 20,000 shares in the sponsor, Jet.AI will hold a 49.9% voting interest in our sponsor, and Messrs. Winston, Murnane and Timothy will each hold an approximately 16.35% voting interest in our sponsor. As further described in this prospectus, including under the subheading Management – Director Independence" on page 112, after evaluating their current and anticipated interests in our sponsor, and any other interests in the Company each may have, our board of directors has determined that each of Messrs. Timothy, Adler and Stoneberg are, and will qualify as, independent directors under the standards set forth in the NYSE Listed Company Manual. Jet.AI has agreed to loan our sponsor up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of the closing of this offering or November 30, 2025. On May 25, 2025, our sponsor held 3,833,333 Class B ordinary shares, or founder shares (up to 500,000 of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised) which were purchased for $25,000, or approximately $0.0065 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described in the section entitled "Summary – The Offering – Founder shares conversion and anti-dilution" and may result in a material dilution to the equity interests of the Class A ordinary shareholders. Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of the closing of this offering or December 31, 2025. These loans will be repaid upon the closing of this offering out of the offering proceeds not held in the trust account. Our sponsor and Maxim have agreed to purchase an aggregate of 360,000 units (or 382,500 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $3,600,000 (or $3,825,000 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. Of those 360,000 private placement units (or 382,500 units if the over-allotment option is exercised in full), our sponsor has agreed to purchase 260,000 private placement units (or 267,500 if the underwriters over-allotment option is exercised in full), and Maxim has agreed to purchase 100,000 private placement units (or 115,000 if the underwriters over-allotment option is exercised in full). In the event that following this offering we obtain working capital loans from our sponsor, or an affiliate of our sponsor or certain of our officers and directors, to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender, which conversion may result in material dilution to our public shareholders. Such units would be identical to the private placement units. To the extent we issue Class A ordinary shares to effectuate an initial business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon conversion of the rights or conversion of the working capital loans into our securities could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the initial business combination. Therefore, our rights and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business. See the Section entitled "Dilution" for additional information. 3 Additionally, our initial shareholders, officers or directors, or our or their affiliates, will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided that, to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. In the event that we reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses prior to the consummation of a business combination or are required to indemnify any of our officers or directors as required by law, we would use funds available to us outside of the trust account for our working capital requirements. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. Sponsor Compensation The amount of compensation that may be received by our sponsor and its affiliates is summarized as follows: Entity/Individual Amount of Compensation to be Received or Securities Issued or to be Issued Consideration Paid or to be Paid AIIA Sponsor Ltd. 3,333,333 Class B ordinary shares(1) $25,000 AIIA Sponsor Ltd. 260,000 private placement units(1) $2,600,000 AIIA Sponsor Ltd. Upon the consummation of this offering, we will begin accruing payments in an amount equal to $10,000 per month, which will be paid upon the consummation of our initial business combination or at the time of our dissolution, assuming there is cash available Office space, administrative and shared personnel support services AIIA Sponsor Ltd., or its affiliates Up to $300,000 Repayment of loans made to us by our sponsor to cover offering-related and organizational expenses AIIA Sponsor Ltd., or its affiliates Additional working capital loans, if any, up to $1,500,000 of which may be converted into units at a price of $10.00 per unit Working capital loans to finance transaction costs in connection with an initial business combination AIIA Sponsor Ltd., or its affiliates Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination Holders of Class B ordinary shares Subject to an anti-dilution adjustment, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares issued and outstanding upon completion of this initial public offering N/A Independent Directors of AI Infrastructure Acquisition Corp. Our independent directors will each receive an indirect interest in our founder shares through ownership interests in our sponsor, but neither Mr. Adler nor Mr. Stoneberg will serve on the board of the sponsor and will not have the right to participate in any decision regarding the disposal of any security held by the sponsor, or otherwise, as any such decisions would be made by the sponsor s board as a collective body In connection with his appointment as a director, Mr. Timothy was issued 20,000 shares in our sponsor, and it is expected that each of Mr. Adler and Stoneberg will also be issued 20,000 shares in our sponsor upon joining our Board Service as an independent director (1) Assumes no exercise of the over-allotment option and the full forfeiture of 500,000 Class B ordinary shares that are subject to forfeiture by our initial shareholders depending on the extent to which the underwriters over-allotment option is exercised. 4 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of an initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Class A ordinary shares included in the private placement units issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of an initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the business combination period, or by such earlier liquidation date as our Board may approve, the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions from assets outside the trust account. Background and Competitive Strengths We believe the experience and network of relationships of our management team will give us distinct advantages in sourcing, structuring and consummating an initial business combination. Our management and director team come from backgrounds ranging from over four decades of experience in finance, capital markets and entrepreneurship. We also believe that our strong mixture of skills, including experience with business development, entrepreneurship, investment, finance and marketing, will provide us access to proprietary deals and assist us in identifying and evaluating a target, manage risk and effect a successful initial business combination. However, none of our management team is obligated to remain with the company after an initial business combination, and we cannot provide assurance that the resignation or retention of our current management will be a term or condition in any agreement relating to an initial business combination. Moreover, despite the competitive advantages we believe we have, we remain subject to significant competition with respect to identifying and executing an initial business combination. We will seek to capitalize on the experience and networks of the members of our management team: Michael D. Winston and George Murnane. Our team consists of seasoned and experienced professionals who have significant experience in both public and private companies. Members of our management team also have extensive experience in sourcing and evaluating potential investment targets as well as deal negotiation, corporate finance, business operations and management. Our team has developed a proprietary network of relationships with business leaders, investors and intermediaries that we believe can generate deal flow for us. We believe our team has the ability to source attractive deals and find good investment opportunities from sources in their networks. Our management team s past performance is not an assurance that we will be able to identify an appropriate candidate for our initial business combination or achieve success with respect to any initial business combination we intend to consummate. In addition to assisting in the sourcing of a potential transaction, members of our management team may join the acquired company as a board member or in a senior executive capacity or assist in the operation of the acquired company in order to enhance shareholder value by improving the operational performance of the combined company and undertaking broader strategic initiatives. 5 Leadership Our management team is led by our Chief Executive Officer and Chief Financial Officer. Michael D. Winston, CFA, has served as our Chief Executive Officer and a director since May 2025. Mr. Winston also serves as a director, Chief Executive Officer and President of our sponsor, AIIA Sponsor Ltd., since May 2025. He founded Jet Token, Inc. in 2018 and has served as its Executive Chairman since its founding. He began serving as Interim Chief Executive Officer for Jet.AI in August 2023. Mr. Winston began his career in 1999 with Credit Suisse First Boston Corporation and later worked as a portfolio manager at Millennium Partners LP. In 2012, Mr. Winston formed the Sutton View group of companies, an alternative asset management platform where he advised one of the largest academic endowments in the world. Mr. Winston received an MBA in Finance and Real Estate from Columbia Business School in 2005, and a BA in Economics from Cornell University in 1999. While at Cornell he studied for a year at the London School of Economics and at age 18 won a $1 million prize from IBM for his first startup company. Mr. Winston is a CFA Charterholder, a member of the Economic Club of New York and has completed executive education at the Stanford Law School Directors College. George Murnane has served as our Chief Financial Officer and a director since May 2025. Mr. Murnane also serves as a director, Chief Financial Officer and Secretary of our sponsor, AIIA Sponsor Ltd., since May 2025. He has served as Jet.AI s Interim Chief Financial Officer since August 2023 and as Jet Token, Inc. s Chief Executive Officer since September 2019. Mr. Murnane has over 20 years of senior executive experience, including 14 years as a Chief Operating Officer and/or Chief Financial Officer in the air transportation and aircraft industry, including as Chief Executive Officer for ImperialJet S.a.l from 2013 to 2019, Chief Operating Officer and Acting Chief Financial Officer of VistaJet Holdings, S.A. in 2008, Chief Financial Officer of Mesa Air Group from 2002 to 2007, Chief Operating Officer and Chief Financial Officer of North-South Airways from 2000 to 2002, Executive Vice President, Chief Operating Officer and Chief Financial Officer of International Airline Support Group from 1996 to 2002 and Executive Vice President and Chief Operating Officer of Atlas Air, Inc. from 1995 to 1996. From 2009 until he joined Jet Token, Mr. Murnane was a managing partner of Barlow Partners, a consulting services firm providing operational and financial management, merger and acquisition, financing and restructuring expertise to industrial and financial companies. Mr. Murnane received an MBA from The Wharton School of the University of Pennsylvania and a BA in Economics from the University of Pennsylvania in 1980 and has completed executive education at the Stanford Law School Directors College. Mr. Murnane is also a Certified Public Accountant. Wrendon Timothy has served as an independent director since May 2025. Mr. Timothy has also served as a director of our sponsor, AIIA Sponsor Ltd, since May 2025. Mr. Timothy serves as Jet.AI s lead independent director, chairman of the audit committee, and member of the compensation, and nominating and corporate governance committees of the board. Mr. Timothy served as the Chief Financial Officer, Treasurer, Secretary and director of Oxbridge Acquisition Corp. (NASDAQ: OXAC) from April 2021 until the business combination with Jet.AI, and also served as a director on OXAC s sponsor, OAC Sponsor Ltd. from April 2021 to March 2025. Mr. Timothy serves as a director of Oxbridge Re Holdings Limited ("Oxbridge Re") (NASDAQ: OXBR) since November 2021, and has served as the Chief Financial Officer and Corporate Secretary of Oxbridge Re since August 2013. In his role, he has provided financial and accounting consulting services with a focus on technical and SEC reporting, compliance, internal auditing, corporate governance, mergers & acquisitions analysis, risk management, and CFO and controller services. Mr. Timothy also serves as an executive and director of Oxbridge Reinsurance Limited and Oxbridge Re NS, the licensed reinsurance subsidiaries of Oxbridge Re. Mr. Timothy also serves as a director of subsidiaries SurancePlus Holdings Ltd., and SurancePlus Inc., a British Virgin Islands Web3 entity. 6 Mr. Timothy holds directorship and leadership roles with a number of other privately-held companies, and also serves on various not-for-profit organizations, including his governance role as Chairman of Audit & Risk Committee of The Utility Regulation & Competition Office of the Cayman Islands from May 2021 to December 2022, and June 2023 to present. Mr. Timothy started his financial career at PricewaterhouseCoopers (Trinidad) in 2004 as an Associate in their assurance division, performing external and internal audit work, and tax-related services. Throughout his career progression and transitions through KPMG Trinidad and PricewaterhouseCoopers (Cayman Islands), Mr. Timothy has successfully delivered services across both the public and private sectors. Mr. Timothy management roles allowed him to be heavily involved in the planning, budgeting, and leadership of engagement teams, serving as a liaison for senior client management, and advising on technical accounting matters. Mr. Timothy is a Fellow of the Association of Chartered Certified Accountants (ACCA), a Chartered Corporate Secretary and also holds a Postgraduate Diploma in Business Administration and a Master of Business Administration, with Distinction (with a Specialism in Finance (with Distinction)), from Heriot Watt University in Edinburg, Scotland. Mr. Timothy is an active Fellow Member of the ACCA, an active member of the Cayman Islands Institute of Professional Accountants (CIIPA), and an active Fellow Member of the Chartered Governance Institute, and active member of the Cayman Islands Directors Association (CIDA) and holds the Accredited Director (Acc. Dir.) designation through the Chartered Governance Institute of Canada and has completed executive education at the Stanford Law School Directors College. Mr. Timothy brings considerable finance, accounting, corporate governance, risk management and prior SPAC experience to our Board. Joshua A. Adler will serve as an independent director upon the effectiveness of the registration statement of which this prospectus is a part. Mr. Adler is a serial entrepreneur, angel investor, and veteran dealmaker with a proven track record of founding companies across energy, logistics, robotics, real estate, medical technology, and internet sectors. He is currently the Founding Chief Executive of Wellsite Navigator, an energy logistics SaaS platform based in Houston, recognized as the most widely adopted software in the North American energy industry, with over 500,000 installations at more than 2,000 companies. Previously, Mr. Adler founded and was an executive officer of Sourcenergy, a geospatial intelligence company that applied novel AI and data fusion methods to map energy and water activity and infrastructure. Sourcenergy served major energy companies such as ConocoPhillips, Occidental, and Shell, earning 22 U.S. patents and recognition as an Energy Innovation Pioneer by CERAWeek, among other accolades. Sourcenergy filed for Chapter 11 bankruptcy in the Southern District of Texas on March 17, 2023. Mr. Adler also co-founded LaKritz Adler Development, a Washington, D.C.-based real estate development firm specializing in urban revitalization, completing hundreds of millions of dollars in transactions. Earlier, he served as Chief Speechwriter to the U.S. Treasury Secretary under President George W. Bush, drafting major economic policy statements. Mr. Adler co-founded ilife Systems, a medical device company developing wireless cardiorespiratory monitors, and Amour.com, the first online matchmaking company, which he sold in a cross-border transaction. Mr. Adler holds a B.A. in Economics from Yale University, with a concentration in Chinese Studies, and an M.B.A. from the Massachusetts Institute of Technology, where he was named a Sloan Fellow for Innovation and Global Leadership. He is the lead inventor on 19 U.S. patents in energy intelligence and geoscience and an active member of Tiger21, the Boston Economic Club, and the Aspen Institute. Mr. Adler s extensive entrepreneurial experience, innovative leadership, and strategic insight enhance our Board s capabilities. Peter Stoneberg will serve as an independent director upon the effectiveness of the registration statement of which this prospectus is a part. Mr. Stoneberg serves as an independent director of Kilroy Realty Corporation (NYSE: KRC), a publicly traded real estate investment trust, where he has served on the board since May 2014. He currently serves as Chair of Kilroy Realty Corporation s Nominating and Corporate Governance Committee and is a member of other key board committees. Since 2020, Mr. Stoneberg has been a Managing Partner at Architect Partners, LLC, a boutique technology-focused investment banking firm, which effects securities transactions through Weild & Co. He is also the Founder and Managing Partner of Velocity Ventures, LLC, a merchant banking and M&A advisory firm, which he established in 2000. From 2018 to 2020, he served as Managing Partner of Dresner Partners, LLC, an investment banking firm. Prior to that, Mr. Stoneberg was an Investment Partner at Bank of America Capital Investors, L.P., a private equity investment arm of Bank of America, from 2000 to 2006. From 1994 until its acquisition by Bank of America in 1999, Mr. Stoneberg served as a Senior Managing Director at Montgomery Securities, where he founded and led its Technology Mergers and Acquisitions Group. Earlier in his career, from 1980 to 1986, he held senior positions including Managing Director at Broadview Associates, Co-Founder and President of Data/Voice Solutions Corp., and Product Marketing Manager at IBM Corporation and ROLM Corporation. Mr. Stoneberg has served as a board member of multiple private companies and nonprofit organizations. He previously served on the boards of Cupertino Electric, Inc., NetCom Systems, Inc., Saleslogix Corp., and Osprey Ventures, including participation on audit and compensation committees. He was the Founder of the San Francisco America s Cup Organizing Committee and currently serves as Chair of the Investment Committee of the St. Francis Sailing Foundation. 7 Mr. Stoneberg holds a Bachelor s degree in Business from the University of Colorado and has completed executive education at the Stanford Law School Directors College. He brings extensive experience in governance, capital markets, and strategic advisory, particularly in the technology and real estate sectors, to our Board. With respect to the foregoing examples and descriptions, past performance by our management team, including experience and performance with SPACs, is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for an initial business combination. Potential investors should not rely upon the historical record of our management as indicative of future performance. Prior SPAC Experience Michael Winston, George Murnane, and Wrendon Timothy each participated in Jet.AI s de-SPAC transaction in August 2023, pursuant to which (i) Oxbridge Acquisition Corp., a Cayman Islands exempted company (prior to the completion of business combination, "Oxbridge"), redomiciled as a Delaware corporation and was renamed Jet.AI Inc., (ii) OXAC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Oxbridge, merged with and into Jet Token, Inc. with Jet Token, Inc. surviving the merger as a wholly owned subsidiary of Oxbridge; and (b) Jet Token, Inc. merged with and into Summerlin Aviation LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge. Prior the de-SPAC between Oxbridge and Jet Token, Inc., Mr. Timothy was a founder, director and chief financial officer of Oxbridge, Mr. Winston was the founder and executive chairman of Jet Token, Inc., and Mr. Murnane was the chief executive officer and president of Jet Token, Inc. Oxbridge completed its initial public offering in August 2021, in which it sold 11,500,000 units, each consisting of one Class A ordinary share and one redeemable warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, at an offering price of $10.00 per unit, generating gross proceeds to Oxbridge of $115,000,000. Oxbridge held an extraordinary general meeting of its shareholders on November 9, 2022 to extend the outside date of its original charter documents from November 16, 2022 to August 16, 2023. Following the extraordinary general meeting, holders of 10,313,048 shares of Oxbridge s Class A ordinary shares exercised the right to redeem such shares, which represented approximately 88.79% of the shares subject to possible redemption. On February 24, 2023, Oxbridge entered into its Business Combination Agreement and Plan of Reorganization with OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token, Inc. On August 7, 2023, Oxbridge held an extraordinary general meeting of its shareholders to approve its de-SPAC transaction. Following the extraordinary general meeting, holders of 1,144,215 shares of Oxbridge s Class A ordinary shares exercised the right to redeem such shares, which represented approximately 87.88% of the shares subject to possible redemption. Oxbridge s de-SPAC transaction was consummated on August 10, 2023 and the shares of common stock of the combined company, Jet.AI, are traded on the Nasdaq Stock Market LLC under the trading symbol "JTAI". On August 11, 2025, the closing sale price of the shares of common stock of Jet.AI was $3.06. As of August 11, 2025, the aggregate market capitalization of Jet.AI reflects a market value of approximately $9.98 million. Extensive Industry Experience Our management team and Board possess extensive industry experience and a robust network of relationships that position us to identify, evaluate, and execute transactions with companies in the AI infrastructure and adjacent industries. We believe that the collective expertise, proven track record, and strategic insights of our team will enable us to source and pursue high-potential business combination opportunities that align with our focus on AI-driven data center infrastructure. Our team includes professionals with decades of experience in developing and delivering mission-critical infrastructure, particularly in the advanced technology sectors. Members have led global projects, overseeing design, engineering, and construction for industry-leading clients across regions such as Asia-Pacific, Europe, Middle East, Africa, and Latin America. This expertise encompasses managing complex, high-tech projects with significant revenue pipelines, achieving consistent growth, and delivering customized solutions that meet the evolving demands of the AI data center industry. Their hands-on experience in strategic land and power solutions further enhances our ability to identify targets with scalable, efficient infrastructure tailored to AI workloads. 8 In addition to infrastructure expertise, our team brings a deep understanding of the technology and energy sectors critical to AI data center operations. Members have founded and scaled innovative companies in energy logistics, robotics, and geospatial intelligence, leveraging advanced AI and data fusion techniques to drive operational efficiencies. This entrepreneurial experience equips us to evaluate AI data center targets with cutting-edge technologies and sustainable energy solutions, ensuring alignment with market trends and investor expectations. Our team s extensive background in investment banking and strategic transactions further strengthens our deal-sourcing and execution capabilities. Members have held senior leadership roles at boutique and global financial institutions, specializing in mergers and acquisitions, public offerings, and private placements within the technology and fintech sectors. This network, combined with their expertise in structuring and negotiating complex deals, positions us to identify and secure compelling AI data center targets and articulate their growth potential to public-market investors. We intend to leverage our team s cross-functional leadership, strategic planning, and industry relationships to pursue companies where our operational and transactional expertise can drive value creation. By focusing on targets in the AI data center industry, we aim to capitalize on the growing demand for high-performance computing infrastructure, delivering attractive returns for our shareholders through disciplined due diligence, strategic alignment, and robust post-combination growth strategies. Established Deal Sourcing Network We intend to leverage our management team s industry experiences, proven deal sourcing capabilities and broad network of relationships in numerous industries, including business executives, entrepreneurs, media relationships, institutional investors, family offices, investment bankers and attorneys, which we believe will provide us with a pipeline of initial business combination opportunities. We expect that the collective experience, capability and network of our management team, combined with their individual and collective reputations in the investment and business community, will serve to create prospective initial business combination opportunities. Moreover, we believe that our management team, with its contacts and sources from which to generate acquisition opportunities, will also enable us to pursue complementary follow-on business arrangements. Our team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of our team s operating experience, business development prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for attractive returns to our shareholders. We believe that our backgrounds will enable us to identify these companies, conduct due diligence, make an appealing case of strategic relevance to the target, and articulate an attractive growth case to public-market investors. Status as a Publicly Listed Acquisition Company We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive more efficient, while offering greater certainty of execution and flexibility, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders interests than it would as a private company. It can offer further benefits by augmenting a company s profile among potential new customers and vendors and aid in attracting talented management. 9 Acquisition Criteria Our intent is to seek potential target businesses globally. The maturity and judgment of our team will guide our acquisition process. When potential targets are being evaluated, we expect to use the following, non-exclusive criteria listed below for determining opportunities. We will use these criteria when evaluating business combination opportunities, but we may decide to enter into an initial business combination with a target business that does not meet all or some of these criteria: Is Well-Established and of Sufficient Scale. We will seek to acquire a well-established business that has a current enterprise value in excess of $100 million and without excessive leverage. Has a Defensible Market Position. We will seek to acquire a business that has a defensible position within a target market as a result of a differentiated technology, distribution capabilities, customer service or other competitive advantages. Generates Stable Free Cash-Flow. We will seek to acquire a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow. Is Sourced Through our Proprietary Channels. We expect to acquire a business that we source by leveraging the extensive network of our management team and do not expect to participate in broadly marketed processes. Can Benefit from our Capabilities. We will seek to acquire a business whose performance and operations can benefit from the collective capabilities of our sponsor, founders and management team and their expertise to tangibly improve the operations and market position of the target, including improving operations with enhanced managing capabilities and growing AI companies. Has a Committed and Capable Management Team. We will seek to acquire a business with a professional management team whose interests are aligned with those of our shareholders and complement the expertise of our management team. Where necessary, we may also look to complement and enhance the capabilities of the target business s management team by recruiting additional talent through our network of contacts. Has the Potential to Grow Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow through additional acquisitions. Has publicly traded peers. We will seek to acquire a business that has publicly traded comparable companies that operate in a similar industry sector or which have similar operating metrics which may help establish that the valuation of an initial business combination is attractive relative to such public peers. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. 10 Other Acquisition Considerations Unless we complete an initial business combination with an affiliated entity, or our Board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to an initial business combination. Members of our management team have made investments in our sponsor and may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to an initial business combination. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided. A director shall be at liberty to vote in respect of any contract or transaction in which he or she is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the Board. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. We may need to obtain additional financing either to complete an initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of an initial business combination. We intend to acquire a business with an enterprise value significantly above the net proceeds of this offering and the sale of the private placement units. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. Any issuances of equity securities in connection with any additional financing transactions could dilute the interests of our existing shareholders. Such financing transactions may be significantly dilutive to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings. Any financing transaction with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their equity holders may not align with the interests of our company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, financing transactions with such entities. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete an initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following an initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing. Initial Business Combination NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable) at the time of our signing a definitive agreement in connection with an initial business combination. We refer to this as the 80% of net assets test. If our Board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with an initial business combination. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors. 11 We will have until 18 months from the closing of this offering to consummate an initial business combination. However, we may hold a shareholder vote at any time to amend the amended and restated memorandum and articles of association to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity), such vote to be passed as a special resolution requiring the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting. There is no limit on the number of extensions that we may seek through shareholder votes; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to an initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the initial business combination could own less than a majority of our outstanding shares subsequent to the initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not listed on NYSE after this offering, we would not be required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on NYSE at the time of an initial business combination. Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of an initial business combination. 12 Effecting Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement units, our shares, new debt, or a combination of these, as the consideration to be paid in our initial business combination. Although substantially all of the net proceeds of this offering and the private placement of private placement units are intended to be applied generally toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, investors in this offering are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. Our initial business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares. In the alternative, we may seek to consummate a business combination with a company that may be in need of capital for development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability to effect only a single business combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination or used for redemptions of our ordinary shares, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. Subject to applicable law, there are no restrictions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. Potential Conflicts of Interest Our sponsor and its affiliates, as well as our directors and officers, presently have, and in the future any of our sponsor and its affiliates, our directors and our officers may have additional, fiduciary or contractual obligations to other entities, including Jet.AI, pursuant to which such sponsor, affiliates, officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest or expectancy in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to complete on a reasonable basis. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete an initial business combination. In addition, our sponsor, officers and directors are now, and may in the future, sponsor or participate in the formation of, or become sponsors, an officer or director of, any other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments, may present additional conflicts of interest in determining to which entity a particular business opportunity should be presented, in pursuing an initial business target and in allocating their time to devote to our affairs. Although we have no formal policy in place for vetting potential conflicts of interest, our Board will review any potential conflicts of interest on a case-by-case basis. However, we do not believe that any such potential conflicts would materially affect our ability to complete an initial business combination, because our management team has experience in identifying and executing multiple transaction opportunities simultaneously. 13 Potential investors should also be aware of the following other potential conflicts of interest: None of our officers or directors is required to commit their full time to our affairs. Among other things, each of our officers and one of our directors is an officer and/or director of Jet.AI and, accordingly, may have conflicts of interest in allocating their time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. For example, Jet.AI intends to focus on AI data center operations to grow and develop that component of its business organically and/or by means of potential acquisitions or other strategic transactions, which focus overlaps with the Company s intent to complete an initial business combination with an operating company in the AI data center industry. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management s other affiliations, see "Management — Directors and Officers." Maxim (and its designees), our sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, representative shares and public shares in connection with the consummation of an initial business combination (as applicable). Additionally, Maxim (and its designees), our sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares, representative shares and public shares (as applicable) if we fail to consummate our initial business combination within the business combination period. If we do not complete an initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares and rights will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of (1) six months after the completion of an initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after an initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 30 days after an initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement units, private placement shares, private placement rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by our sponsor until the completion of an initial business combination. Since our sponsor, Jet.AI, and our officers and directors may directly or indirectly own ordinary shares and rights following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination. Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to an initial business combination. If an initial business combination is not completed, the Company will be required to liquidate. In such event, (i) 3,333,333 Class B ordinary shares (or 3,833,333 Class B ordinary shares if the underwriters over-allotment option is exercised in full) held by the sponsor, which were acquired by the sponsor prior to this Offering for an aggregate purchase price of $25,000, or approximately $0.0065 per share, and (ii) all 360,000 private placement units (or 382,500 private placement units if the underwriters over-allotment option is exercised in full) (including component securities contained therein) to be purchased by the sponsor and Maxim in a private placement that will close simultaneously with the closing of this offering, for a purchase price of $10.00 per unit, or $3,600,000 in the aggregate (or $3,825,000 if the over-allotment option is exercised in full), will be worthless because the sponsor is not entitled to participate in any redemption of distribution from the Trust Account with respect to such securities. The sponsor, its affiliates, or promoters, and members of our management team waived their redemption rights and liquidation rights in connection with the purchase of the founder shares and the private placement units and no other consideration was paid for such agreement. Since our sponsor, its affiliates and promoters, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for an initial business combination. 14 Mr. Timothy holds an ownership interest in our sponsor. In addition, Mr. Adler and Mr. Stoneberg (two of our independent directors) will each receive an indirect interest in our founder shares through ownership interests in our sponsor, but neither Mr. Adler nor Mr. Stoneberg will serve on the board of the sponsor and will not have the right to participate in any decision regarding the disposal of any security held by the sponsor, or otherwise, as any such decisions would be made by the sponsor s board as a collective body. It is expected that each of Mr. Adler and Stoneberg will be issued 20,000 shares in the sponsor upon joining our Board. The sponsor may make loans from time to time to the Company to fund certain capital requirements. If our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Since we will not repay such loans if we do not complete an initial business combination, a conflict of interest may arise. The conflicts described above may not be resolved in our favor. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete an initial business combination with such a company, or our Board cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. In the event that we submit an initial business combination to our public shareholders for a vote, Maxim (and its designees), our sponsor, its affiliates or promoters, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares, private placement shares and representative shares held by them (and their permitted transferees will agree) in favor of an initial business combination. Our insiders, officers, directors and their affiliates may incur out-of-pocket expenses in connection with certain activities on our behalf, such as identifying and investigating possible business targets and combinations. We have no policy that would prohibit these individuals and their affiliates from negotiating the reimbursement of such expenses by a target business. As a result, the personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. There is no limit on the amount of out-of-pocket expenses reimbursable by us provided that, to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. In the event that we reimburse our insiders, officers, directors or any of their affiliates for out-of-pocket expenses prior to the consummation of an initial business combination or are required to indemnify any of our officers or directors as required by law, we would use funds available to us outside of the trust account for our working capital requirements. Any reduction in the funds available to us could have a material adverse effect on our ability to locate and investigate prospective target businesses and to structure, negotiate, conduct due diligence in connection with or consummate an initial business combination. Our sponsor, its affiliates, or promoters and members of our management team will directly or indirectly own ordinary shares, or other instruments, such as rights, linked to our ordinary shares, following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular initial business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to an initial business combination. Upon the closing of this offering, assuming no exercise of the underwriters over-allotment option, our sponsor will have invested in us an aggregate of $2,625,000, comprised of the $25,000 purchase price for the founder shares and the $2,600,000 purchase price for the private placement units. Assuming a trading price of $10.00 per share upon consummation of an initial business combination, the 3,333,333 founder shares would have an aggregate implied value of $33,333,330. Even if the trading price of our Class A ordinary shares was as low as approximately $0.73 per share, the value of the founder shares and private placement units would be equal to the sponsor s initial investment in us, assuming no over-allotment. As a result, our sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, our management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public shareholders, even if that initial business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider our management team s financial incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination. 15 Our officers and directors have agreed to present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account, subject to any fiduciary or contractual obligations they may have. As more fully discussed in "Management — Conflicts of Interest," if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such initial business combination opportunity to such entity prior to presenting such initial business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. All of our officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. For more information on the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the section titled "Management — Conflicts of Interest." Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private units, as summarized in the table below. Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Founder Shares The earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 30 days after an initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. AIIA Sponsor Ltd. Michael D. Winston George Murnane Wrendon Timothy Joshua A. Adler Peter Stoneberg Transfers permitted (a) to our or the Representative s officers, directors, advisors or consultants, any affiliate or family member of any of our or the Representative s officers, directors, advisors or consultants, any members or partners of the sponsor or the Representative or its respective affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor or the Representative, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person s immediate family or to a trust, the beneficiary of which is a member of such person s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the business combination period or in connection with the consummation of a business combination at prices no greater than the price at which the shares or units were originally purchased; (f) pro rata distributions from our sponsor or the Representative to its respective members, partners or shareholders pursuant to our sponsor s memorandum and articles of association, the Representative s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands and the amended and restated memorandum and articles of association upon dissolution of our sponsor or upon dissolution of the Representative, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. 16 Private placement units (including the securities underlying such units) After the completion of our initial business combination. AIIA Sponsor Ltd. Michael D. Winston George Murnane Wrendon Timothy Joshua A. Adler Peter Stoneberg Maxim Group LLC Same as above. Any units, rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights 180 days after the date of this prospectus. AIIA Sponsor Ltd. Michael D. Winston George Murnane Wrendon Timothy Joshua A. Adler Peter Stoneberg We, our sponsor and our directors and officers have agreed that we and they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Maxim for a period of 180 days after the date of this prospectus, any units, rights, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares, subject to certain customary exceptions. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the company (as long as such current or future independent director transferee is subject to the letter agreement, filed herewith, or executes an agreement substantially identical to the letter agreement, as applicable to directors and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Maxim in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. 17 Corporate Information We are a Cayman Islands exempted company limited by shares that was incorporated on May 13, 2025. Our executive offices are located at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135, our registered office is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and our telephone number is (702) 747-4000. Emerging Growth Company Status We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with 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 intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year: (a) following the fifth anniversary of the completion of this offering; (b) in which we have total annual gross revenue of at least $1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Smaller Reporting Company Status Additionally, we are a "smaller reporting company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which: (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year s second fiscal quarter; or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter. As an exempted company, limited by shares, we may apply for a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. The Offering In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled "Risk Factors." Securities offered 10,000,000 units, at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination. 18 Proposed NYSE symbols Units: "AIIAU" Class A ordinary shares: "AIIA" Rights: "AIIAR" Trading commencement and separation of Class A ordinary shares and rights The units will begin trading promptly after the date of this prospectus. The Class A ordinary shares and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Maxim informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below. Once the Class A ordinary shares and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and rights. Separate trading of the Class A ordinary shares and rights is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters over-allotment option. Units outstanding before this offering None. Units outstanding after this offering and the private placement 10,360,000(1) Ordinary shares issued and outstanding before this offering 3,833,333(2) Ordinary shares issued and outstanding after this offering and the private placement 14,043,333(1)(3) (1) Assumes no exercise of the underwriters over-allotment option and the forfeiture of 500,000 founder shares. Includes 10,000,000 public units, and (i) 260,000 private placement units our sponsor has agreed to purchase at a price of $10.00 per unit, for a purchase price of $2,600,000; and (ii) 100,000 private placement units Maxim has agreed to purchase at a price of $10.00 per unit, for a purchase price of $1,000,000. Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. (2) Represents 3,833,333 founder shares that are classified as Class B ordinary shares, which shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as described below, including an aggregate of up to 500,000 founder shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. (3) Comprised of 10,360,000 Class A ordinary shares (including 360,000 private placement shares), 3,333,333 Class B ordinary shares, assuming the forfeiture of an aggregate of 500,000 founder shares, and 350,000 representative shares. The Class B ordinary shares are convertible into shares of our Class A ordinary shares on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Conversion and anti-dilution rights of founder shares." 19 Rights issued and outstanding before this offering None. Rights issued and outstanding after this offering and the private placement 10,360,000(1) Terms of Rights Except in cases where we are not the surviving company in an initial business combination, each holder of a right will automatically receive one-fifth (1/5) of one Class A ordinary share upon consummation of an initial business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, you must hold rights in multiples of five (5) in order to receive shares for all of your rights upon closing of an initial business combination. In the event we will not be the surviving company upon completion of an initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of one Class A ordinary share underlying each right upon consummation of the initial business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Election of directors; voting rights Prior to an initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of ordinary shares of that class that have voted and are entitled to vote thereon. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with an initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Founder shares On May 25, 2025, we issued to our sponsor 3,833,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.0065 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued. Mr. Adler and Mr. Stoneberg (two of our independent directors) will each receive an indirect interest in our founder shares through ownership interests in our sponsor, but neither Mr. Adler nor Mr. Stoneberg will serve on the board of the sponsor and will not have the right to participate in any decision regarding the disposal of any security held by the sponsor, or otherwise, as any such decisions would be made by the sponsor s board as a collective body. It is expected that each of Mr. Adler and Stoneberg will be issued 20,000 shares in the sponsor upon joining our Board. Our sponsor will own approximately 25% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering and excluding the private placement shares and the representative shares). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our sponsor at approximately 25% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares and the representative shares). Up to 500,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters over-allotment option is exercised. The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially. The following table sets forth information with respect to our ordinary shares: 20 Shares Purchased Total Consideration Average Price Number Percent Amount Percent Per Share Founder Shares(1) 3,333,333 23.74% $25,000 0.02% $0.0075 Private Placement Shares 360,000 2.56% $3,600,000 3.47% $10.00 Representative Shares 350,000 2.49% - - - Public Shares 10,000,000 71.21% $100,000,000 96.50% $10.00 Total 14,043,333 100.00% $103,625,000 100.00% (1) Assumes the full forfeiture of 500,000 founder shares that are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; the founder shares are subject to certain transfer restrictions, as described in more detail below; our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of an initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the business combination period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete an initial business combination within the prescribed time frame); the founder shares will automatically convert into Class A ordinary shares at the time of an initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below and in our amended and restated memorandum and articles of association; and the founder shares are subject to registration rights. 21 Representative shares We have agreed to issue to Maxim and/or its designees, 350,000 ordinary shares (or 402,500 shares if the underwriters over-allotment option is exercised in full) upon the consummation of this offering. These shares are being registered in the registration statement of which this prospectus forms a part. Maxim has agreed not to transfer, assign or sell any such shares until the completion of an initial business combination. In addition, Maxim (and its designees) has agreed (and its permitted transferees will agree) (i) to waive its redemption rights with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within the business combination period. The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days from the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged, hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days commencement of sales of this offering except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. Transfer restrictions on founder shares Our sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) six months after the completion of an initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property (except as described herein under "Principal Shareholders — Transfers of Founder Shares and Private Placement Units"). We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 30 days after an initial business combination the founder shares will be released from the lock-up. In addition, we could agree to permit the holders of our founder shares to transfer shares or agree to cancel such securities. Although no such transfers or cancellations are contemplated, we could agree to permit such transfer or cancellation to facilitate the closing of an initial business combination. Assuming no liquidation, merger, share exchange, reorganization or other similar transaction takes place, lock-ups on securities owned by our initial shareholders would expire as follows: Founder shares: six months after the completion of an initial business combination. Private Placement Units: upon completion of an initial business combination. 22 Founder shares conversion and anti-dilution rights We have issued 3,833,333 Class B ordinary shares to our sponsor. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of an initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of an initial business combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25% of the sum of all ordinary shares issued and outstanding upon completion of this offering, including pursuant to the over-allotment option, plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued in connection with or in relation to an initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an initial business combination or any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion of loans made to us. Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with an initial business combination, including but not limited to a private placement of equity or debt. Securities could be "deemed issued" for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities or similar securities. Private placement units Our sponsor and Maxim have agreed to purchase an aggregate of 360,000 units (or 382,500 units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $3,600,000, or $3,825,000 if the over-allotment option is exercised in full. Of those 360,000 private placement units (or 382,500 units if the over-allotment option is exercised in full), our sponsor has agreed to purchase 260,000 private placement units (or 267,500 if the underwriters over-allotment option is exercised in full), and Maxim has agreed to purchase 100,000 private placement units (or 115,000 if the underwriters over-allotment option is exercised in full). Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. The private placement units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, private placement shares, private placement units or private placement rights. The rights will expire worthless if we do not consummate an initial business combination within the business combination period. Our sponsor has agreed to waive its redemption rights with respect to its private placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within the business combination period and (iii) if we fail to consummate a business combination within the business combination period or if we liquidate prior to the expiration of the business combination period. However, our sponsor will be entitled to redemption rights with respect to any public shares held by it if we fail to consummate an initial business combination or liquidate within the business combination period. 23 Transfer restrictions on private placement units The private placement units and their component securities will not be transferable, assignable or salable until the completion of an initial business combination (except with respect to permitted transferees as described herein under "Principal Shareholders — Transfers of Founder Shares and Private Placement Units"). Proceeds to be held in trust account The rules of NYSE provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $100,000,000 ($10.00 per unit), or $115,000,000 ($10.00 per unit) if the underwriters over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee and $2,100,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering and the private placement will not be released from the trust account until the earliest of (i) the completion of an initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within the business combination period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete an initial business combination within the business combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Ability to extend time to complete business combination We will have until 18 months from the closing of this offering to consummate an initial business combination. However, we may hold a shareholder vote at any time to amend the amended and restated memorandum and articles of association to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to redeem 100% of our public shares or with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity), such vote to be passed as a special resolution requiring the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting. There is no limit on the number of extensions that we may seek through shareholder votes; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. 24 Anticipated expenses and funding sources Unless and until we complete an initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $3,500,000 of interest annually (assuming no exercise of the underwriters over-allotment option and an interest rate of 3.50% per year) following the investment of such funds in specified U.S. government treasury bills or in specified money market funds. Unless and until we complete an initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $965,000 in working capital after the payment of approximately $1,135,000 (not including underwriter s commissions) in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of an initial business combination. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Conditions to completing an initial business combination Subject to applicable law, there is no limitation on our ability to raise funds privately or through loans in connection with an initial business combination. NYSE rules require that an initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of our signing a definitive agreement in connection with an initial business combination. We do not intend to purchase multiple businesses in unrelated industries in conjunction with an initial business combination. If our Board is not able to independently determine the fair market value of the target business or businesses, or we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or from an independent accounting firm. We will complete an initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to an initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in an initial business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that an initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 25 Permitted purchases of public shares by our affiliates If we seek shareholder approval of an initial business combination and we do not conduct redemptions in connection with an initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of an initial business combination. Please see "Proposed Business — Permitted purchases of our securities by our affiliates" for a description of how such persons will determine which shareholders to seek to acquire shares from. There is no limit on the number of shares such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with an initial business combination. However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. Any such purchases would only be made in compliance with applicable rules and law. None of the funds in the trust account will be used to purchase shares in such transactions. Any of the public shares purchased by our sponsor, directors, officers, advisors and any of their respective affiliates from public shareholders outside the redemption process described in this prospectus would not be voted in favor of approving an initial business combination. The purpose of any such purchases could be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of an initial business combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of an initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our ordinary shares or rights may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. In the event our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases would by structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. See "Proposed Business — Permitted purchases of our securities by our affiliates." Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Our sponsor, directors, officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. 26 Redemption rights for public shareholders upon completion of an initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of an initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. There will be no redemption rights upon the completion of an initial business combination with respect to our public rights or private placement rights. Maxim (and its designees), our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (and their permitted transferees will agree) to waive their redemption rights with respect to their founder shares, representative shares and any public shares they may acquire during or after this offering in connection with the completion of an initial business combination. Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the business combination (regardless of whether a shareholder abstains, or votes for or against or abstains from voting on the proposed transaction) or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on NYSE, we will be required to comply with NYSE s shareholder approval rules. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing an initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of an initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. 27 In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete an initial business combination until the expiration of the tender offer period. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 20 calendar days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek shareholder approval, we will complete an initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the initial business combination. In such case, pursuant to the terms of a letter agreement entered into with us, Maxim (and its designees), our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares, private placement shares and representative shares held by them in favor of an initial business combination. We expect that at the time of any shareholder vote relating to an initial business combination, our sponsor and its permitted transferees will own at least 25% of our issued and outstanding ordinary shares entitled to vote thereon. The holders of one-third of our issued and outstanding ordinary shares will represent a quorum under our amended and restated memorandum and articles of association. If we submit an initial business combination to our public shareholders for a vote, our initial shareholders, officers and directors will count towards this quorum and have agreed to vote any shares held by them in favor of an initial business combination. As a result, in addition to our initial shareholders founder shares and private placement shares and the representative shares, we would need only 637,778 public shares to achieve a quorum (assuming the over-allotment option is not exercised). If only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised, no public shares sold in this offering would be required to be voted in favor of a transaction in order to have an initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the shareholder meeting held to approve the proposed transaction. Certain minimum cash requirements may be contained in the agreement relating to an initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof. Tendering share certificates in connection with a tender offer or redemption rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve an initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company s DWAC (Deposit/Withdrawal At Custodian) System, at the holder s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with an initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. 28 Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of an initial business combination and we do not conduct redemptions in connection with an initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares, without the consent of the directors, with respect to more than an aggregate of 15% of the shares sold in this offering. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete an initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against or abstain from voting on an initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us, waived their right to have any founder shares or public shares held by them redeemed in connection with an initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and subject to the 15% limitation in connection with any such redemption right. Redemption Rights in connection with proposed amendments to our amended and restated memorandum and articles of association Our amended and restated memorandum and articles of association will provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein and in our amended and restated memorandum and articles of association, but excluding the provisions of the amended and restated memorandum and articles of association relating to the appointment and removal of directors and transfers by way of continuation), may be amended if approved by special resolution requiring the affirmative vote of at least two-thirds of the votes cast by shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares. Any amendment of the provisions of the amended and restated memorandum and articles of association relating to the appointment and removal of directors or transfers by way of continuation require approval by special resolution requiring the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes case by shareholders as, being entitled to do so, vote in person or by proxy at the applicable general meeting. We may not issue additional securities that can vote on amendments to our amended and restated memorandum and articles of association or in our initial business combination. Our sponsor, which will beneficially own approximately 25% of our ordinary shares upon the closing of this offering (assuming it does not purchase units in this offering and excluding the private placement shares and the representative shares), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner it chooses. Our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within the business combination period or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Maxim (and its designees), our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, representative shares and public shares in connection with the completion of an initial business combination. Our public shareholders will be permitted to redeem their shares regardless of whether they abstain, vote for, vote against, or vote at all with respect to a proposed initial business combination. 29 Release of funds in trust account on closing of an initial business combination On the completion of an initial business combination, all amounts held in the trust account will be released to us, other than funds the trustee will use to pay amounts due to any public shareholders who exercise their redemption rights as described above under "Redemption rights for public shareholders upon completion of an initial business combination." We will use the remaining funds (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) to pay all or a portion of the consideration payable to the target or owners of the target of an initial business combination and to pay other expenses associated with an initial business combination. If an initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with an initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing an initial business combination, to fund the purchase of other companies or for working capital. Redemption of public shares and distribution and liquidation if no initial business combination Our sponsor, officers, and directors have agreed that we will have only 18 months from the closing of this offering to complete an initial business combination. If we are unable to complete an initial business combination within the business combination period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our public rights or private placement rights. The rights will expire worthless if we fail to complete an initial business combination within the business combination period. Maxim (and its designees), our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares, private placement shares and representative shares if we fail to complete an initial business combination within the business combination period. However, if our sponsor acquires public shares after this offering, it will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete an initial business combination within the business combination period. Maxim, our sponsor, officers, and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within the business combination period or (ii) with respect to the other provisions relating to shareholders rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Limited payments to insiders There will be no finder s fees, reimbursements or cash payments made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of an initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account prior to the completion of an initial business combination: repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; $10,000 per month to our sponsor, for office space, utilities and secretarial and administrative support; reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. 30 Audit committee Upon the effectiveness of the registration statement of which this prospectus is a part, we will have established and will maintain an audit committee (which will be composed entirely of independent directors), to among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management — Committees of the Board of Directors — Audit Committee." Conflicts of interest Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with the company nor shall any contract or transaction entered into by or on behalf of the company in which any director shall have an interest be liable to be avoided provided that the director provides full and frank disclosure of the nature of the interest prior to its approval. A director shall be at liberty to vote in respect of any contract or transaction in which he or she is interested provided that the nature of such interest shall be disclosed at or prior to its consideration or any vote thereon by the Board. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete an initial business combination. None of Jet.AI, our sponsor or any of our directors and officers is prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations. Additionally, none of Jet.AI, our sponsor or any other entity currently has any obligation or duty to provide us with any potential business combination opportunity. Indemnity Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations. 31 Summary \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/APVO_aptevo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/APVO_aptevo_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..5ad0789037ffcd9f66aee74bf346c4942c586503 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/APVO_aptevo_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the Risk Factors section in this prospectus and under similar captions in the documents incorporated by reference into this prospectus. In this prospectus, unless otherwise stated or the context otherwise requires, references to the terms APVO, the Company, we, us and our refer to Aptevo Therapeutics Inc., together with its subsidiaries. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus and the information incorporated herein by reference are the property of their respective owners. Business Overview We are a clinical-stage, research and development biotechnology company focused on developing novel bispecific immunotherapy candidates for the treatment of different forms of cancer. We have developed two versatile and enabling platform technologies for rational design of precision immune modulatory drugs and have two clinical candidates and six preclinical candidates currently in development. Clinical candidate mipletamig is a CD3xCD123 T cell engager currently being clinically evaluated in the RAINIER trail, part one of a Phase 1b/2 program initiated in August 2024 for the treatment of frontline acute myelogenous leukemia (AML) in combination with standard of care venetoclax + azacitidine. Clinical candidate ALG.APV-527 targets 4-1BB (co-stimulatory receptor) and 5T4 (tumor antigen). The compound is designed to reactivate antigen-primed T cells to specifically kill tumor cells and is currently being evaluated for the treatment of multiple solid tumor types. APVO455 is a preclinical Nectin-4 x CD3 bispecific T-cell engager designed for tumors such as bladder, breast, NSCLC, and head and neck cancers, where Nectin-4 is highly expressed. Preclinical candidates, APVO603 and APVO711, were also developed using our ADAPTIR modular protein technology platform. Our preclinical candidate APVO442, APVO452, and APVO451 were developed using our ADAPTIR-FLEX modular protein technology platform. We wholly own both platforms which enable us to efficiently design and create new molecules, supporting our pipeline growth. Our ADAPTIR and ADAPTIR-FLEX platforms are designed to generate monospecific, bispecific, and multi-specific antibody candidates capable of enhancing the human immune system against cancer cells. ADAPTIR and ADAPTIR-FLEX are both modular platforms, which gives us the flexibility to potentially generate immunotherapeutic candidates with a variety of mechanisms of action. This flexibility in design allows us to generate novel therapeutic candidates that may provide effective strategies against difficult to treat, as well as advanced forms of cancer. We have successfully designed and constructed numerous investigational-stage product candidates based on our ADAPTIR platform. The ADAPTIR platform technology is designed to generate monospecific and bispecific immunotherapeutic proteins that specifically bind to one or more targets, for example, bispecific therapeutic molecules, which may have structural and functional advantages over monoclonal antibodies. We have also developed a preclinical candidate based on the ADAPTIR-FLEX platform which is advancing in our pipeline. The structural differences of ADAPTIR and ADAPTIR FLEX molecules over monoclonal antibodies allow for the development of immunotherapies that are designed to engage immune effector cells and disease targets to produce signaling responses that modulate the immune system to kill tumor cells. We believe we are skilled at candidate generation, validation, and subsequent preclinical and clinical development. Standby Equity Purchase Agreement with YA On June 16, 2025, we entered into the Purchase Agreement with YA, pursuant to which YA has committed to purchase up to $25.0 million of common stock, or the Commitment Amount, at our direction from time to time, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, during the period commencing on the date of execution of the Purchase Agreement until the earlier of (i) June 16, 2028, and (ii) YA s purchase of the total Commitment Amount under the Purchase Agreement, such period being the Commitment Period. Pursuant to the terms of the Purchase Agreement, we have issued and agreed to issue the Advance Shares to YA under the Purchase Agreement. The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED October 1, 2025 PRELIMINARY PROSPECTUS 6,903,755 Shares of Common Stock This prospectus relates to the offer and sale of up to 6,903,755 shares (the shares ) of our common stock, par value $0.001 per share ( common stock ) by YA II PN, LTD. ( YA or the selling stockholder ), a Cayman Islands exempt limited partnership. The shares of common stock being offered by the selling stockholder are to be issued pursuant to the Standby Equity Purchase Agreement dated June 16, 2025 that we entered into with YA (the Purchase Agreement ). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our shares by the selling stockholder. However, we may receive up to $25.0 million (the Commitment Amount ) in aggregate gross proceeds from sales of our shares to YA that we may make under the Purchase Agreement, from time to time during the 36 months following the execution of the Purchase Agreement (the Advance Shares ). Pursuant to the Purchase Agreement, we paid a structuring fee in the amount of $25,000 to YA, and the Company has agreed to pay a commitment fee to YA in an amount equal to 2.00% of the Commitment Amount to YA as consideration for its irrevocable commitment to purchase our shares of common stock under the Purchase Agreement. The commitment fee shall be paid by the Company in five equal quarterly installments. The first installment of the commitment fee was due and paid within five days following the date of execution of the Purchase Agreement, the second installment of the commitment fee was due and paid on the first three-month anniversary of the date of execution of the Purchase Agreement, and each of the remaining three installments are due and payable on each successive three-month anniversary of the date of execution of the Purchase Agreement. The Advance Shares would be purchased by YA from time to time pursuant to the Purchase Agreement at a price equal to 96% of the lowest of the three daily volume weighted average prices ( VWAPs ) during a pricing period as set forth in the Purchase Agreement and would be subject to certain limitations. We have registered 8,250,825 Advance Shares on the Registration Statement on Form S-1 (File No. 333-288959) (the Prior Registration Statement ), filed with the Securities and Exchange Commission (the SEC ) on July 25, 2025 and declared effective by the SEC on August 1, 2025. 6,903,755 of the remaining Advance Shares are being offered pursuant to this prospectus. The selling stockholder may sell the shares of common stock included in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell the shares in the section entitled Plan of Distribution. The selling stockholder is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, the Securities Act . The selling stockholder will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares by the selling stockholder pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in this prospectus by the selling stockholder. See Plan of Distribution. Our common stock is listed on the Nasdaq Capital Market ( Nasdaq ) under the symbol APVO. On September 30, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.45 per CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, the applicable prospectus supplement and any free writing prospectus, including the documents we incorporate by reference herein and therein, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned preclinical development and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates and any future product candidates, our intellectual property position, the degree of clinical utility of our product candidates, particularly in specific patient populations, our ability to develop and commercialize any product candidates, expectations regarding clinical trial data, statements regarding potential milestone payments, potential partnerships and collaborations, the advancement of our clinical and preclinical trials, our goals and milestones, our expectations regarding the size of the patient populations for our product candidates if approved for commercial use, our expectations regarding the effectiveness of our ADAPTIR and ADAPTIR-FLEX platforms, our ability to utilize any net operating losses, our results of operations, cash needs, spending of the proceeds from the offering described in this prospectus, our expectation regarding our ability to maintain compliance with the Nasdaq listing standards, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the industry or us. In some cases, you can identify forward-looking statements by terminology such as believe, will, may, estimate, continue, anticipate, intend, should, plan, might, approximately, expect, predict, could, potentially or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward looking. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or results of operations to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our views with respect to future events as of the time they were made and are based on assumptions and subject to risks and uncertainties. You should read the matters described in Risk Factors in this prospectus, in our Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q which are incorporated by reference into this prospectus and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents incorporated by reference into this prospectus. In addition to factors identified under the section titled Risk Factors in this prospectus, factors that may impact such forward-looking statements include: our ability to continue as a going concern; our failure to maintain compliance with Nasdaq s continued listing requirements could result in the delisting of our common stock; our plans to develop and commercialize our drug candidates; our ability to become profitable; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; our ability to maintain and establish collaborations or obtain additional funding; our ability to obtain regulatory approval of current and future drug candidates; our expectations regarding our ability to fund operating expenses and capital expenditure requirements with our existing cash and cash equivalents, and future expenses and expenditures; our ability to secure sufficient funding and alternative source of funding to support when needed and on terms favorable to us to support our business objective, product development, other operations or commercialization efforts; the success of our clinical development activities, clinical trials and research and development programs; our ability to retain key employees, consultants and advisors; our ability to obtain, maintain, protect and enforce sufficient intellectual property rights for our candidates and technology; our anticipated strategies and our ability to manage our business operations effectively; the impact of legislative, regulatory or policy changes; This prospectus covers the resale of up to 6,903,755 shares of common stock that that we have reserved for issuance and sale to YA under the Purchase Agreement from time to time during the Commitment Period, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, if and when we determine to sell additional shares to YA under the Purchase Agreement. YA has no right to require us to sell any shares to YA, but YA is obligated to make purchases of the Advance Shares as directed by us, subject to the restrictions and satisfaction of conditions set forth in the Purchase Agreement upon receipt of a notice sent by us to YA setting forth the number of shares that we desire to issue and sell to YA, or an Advance Notice. Actual sales of the Advance Shares to YA from time to time will depend on a variety of factors, including, among others, market conditions, the trading price of our shares and determinations by us as to the appropriate sources of funding for us and our operations. The purchase price of the Advance Shares that we may direct YA to purchase from time to time under the Purchase Agreement will be equal to 96% of the lowest of the three daily VWAPs during the three consecutive trading day period commencing on the date that we deliver any Advance Notice to YA, or the Pricing Period. As of September 30, 2025, there were 13,808,966 shares of common stock outstanding, of which 13,808,936 shares were held by non-affiliates. If all of the 6,903,755 shares of common stock offered by YA under this prospectus were issued and outstanding, such shares would represent approximately 33% of the total number of shares of common stock outstanding and the total number of outstanding shares of common stock held by non-affiliates as of September 30, 2025. The Purchase Agreement provides that we may sell up to an aggregate of $25.0 million of shares of common stock to YA. As of September 30, 2025, we have sold an aggregate of approximately $15.0 million of shares of common stock to YA pursuant to the prospectus included in the Prior Registration Statement and the Purchase Agreement. We have filed the registration statement that includes this prospectus so that we may issue and sell to YA up to 6,903,755 shares of common stock from time to time from during the Commitment Period, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, through sales under the Purchase Agreement. Depending on the price per share at which we sell the Advance Shares to YA pursuant to the Purchase Agreement, we may need to sell to YA under the Purchase Agreement more shares than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $25.0 million Commitment Amount under the Purchase Agreement. If we choose to do so and otherwise satisfy the conditions in the Purchase Agreement, we must first register for resale under the Securities Act such additional shares of common stock. The number of shares ultimately offered for resale by YA is dependent upon the number of shares we issue and sell to YA under the Purchase Agreement. The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell our shares, our ability to meet the conditions set forth in the Purchase Agreement and any impacts of the Ownership Limitation (as defined below). We expect that any proceeds received by us from such sales of shares under the Purchase Agreement will be used for continued development of our pipeline products, as well as the advancement of new programs, business development activities, and general corporate purposes. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement prohibits us from directing YA to purchase shares if those shares, when aggregated with all other shares of our shares then beneficially owned by YA and its affiliates, would result in YA and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act , and Rule 13d-3 thereunder, which limitation we refer to as the Ownership Limitation. In addition, the aggregate number of shares of common stock that we can issue to YA under the Purchase Agreement may in no case exceed 151,755 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement), or the Exchange Cap, unless (i) Company stockholder approval is obtained to issue Advance Shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to YA under the Purchase Agreement equals or exceeds $3.66 per share of common stock (which represents the lower of (A) the Nasdaq official closing price of the common stock on the trading day immediately preceding the date of the Purchase Agreement or (B) the average Nasdaq official closing price of the common stock for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement). On July 24, 2025, our stockholders approved the issuance and sale of shares of our common stock to YA in excess of the Exchange Cap. As such, the Exchange Cap limitation no longer applies. share. Numbers in this prospectus reflect the reverse stock split of our common stock at the reverse split ratio of 1-for-20 that was affected on May 23, 2025. You should read this prospectus, together with additional information described under the headings Incorporation of Certain Information By Reference and Where You Can Find More Information, carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. See the section entitled Risk Factors beginning on page 7 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2025. the possibility that we may be adversely impacted by macroeconomic conditions, including the impact of inflation, cost of capital and the impact from the changes in economic policies and regulations, such as trade policies and tariffs; and other risks and uncertainties, including those listed in the Risk Factors section of this prospectus and the documents incorporated by reference herein. These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this prospectus that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law. The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The Purchase Agreement will automatically terminate upon the earliest of (i) June 16, 2028, and (ii) YA s purchase of the total Commitment Amount under the Purchase Agreement. We have the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five trading days prior written notice to YA, provided that (i) there are no outstanding Advance Notices, the Advance Shares under which have yet to be issued and (ii) we have paid all amount owed to YA pursuant to the Purchase Agreement. There are substantial risks to our stockholders as a result of the sale and issuance of shares of common stock to YA under the Purchase Agreement. These risks include substantial dilution, significant declines in our share price and our inability to draw sufficient funds when needed. See Risk Factors. Issuances of our shares under the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuances pursuant to the Purchase Agreement. Risks Associated with our Business Our business is subject to numerous risks, as described under the heading Risk Factors and under similar headings in any related free writing prospectus and the documents incorporated by reference herein. Corporate Information On August 6, 2015, Emergent BioSolutions Inc. ( Emergent ), announced a plan to separate into two independent publicly traded companies. To accomplish this separation, Emergent created Aptevo Therapeutics Inc. ( Aptevo ), to be the parent company for the development-based biotechnology business focused on novel oncology and hematology therapeutics. Aptevo was incorporated in Delaware in February 2016 as a wholly owned subsidiary of Emergent. To effect the separation, Emergent made a pro rata distribution of Aptevo s common stock to Emergent s stockholders on August 1, 2016. Our common stock currently trades on the Nasdaq under the symbol APVO. Our primary executive offices are located at 2401 4th Avenue, Suite 1050, Seattle, Washington and our telephone number is (206) 838-0500. Our website address is www.aptevotherapeutics.com. The information contained in, or that can be accessed through, our website is not a part of or incorporated by reference in this prospectus, and you should not consider it part of this prospectus or of any prospectus supplement. We have included our website address in this prospectus solely as an inactive textual reference. Smaller Reporting Company We are a smaller reporting company as defined in Rule 10(f)(1) of Regulation S-K. To the extent we qualify as a smaller reporting company, we expect to continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including, among other things, providing only two years of audited financial statements and incorporating by reference information filed after the effective date of the S-1 registration statement of which this prospectus forms a part. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates exceeds $700 million as of the prior June 30. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/AVAX_grayscale_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/AVAX_grayscale_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/AVAX_grayscale_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/BMOK_bm_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/BMOK_bm_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..5a5bde71d961ccc6ffe482dd626462ca0183de0c --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/BMOK_bm_prospectus_summary.txt @@ -0,0 +1 @@ +186 BM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page Financial Statements of BM Acquisition Corp.: Report of Independent Registered Public Accounting Firm (PCAOB ID NO. 7254) F-2 Balance Sheet as of May 31, 2025 (Audited) F-3 Statement of Operations for the period from May 9, 2025 (inception) through May 31, 2025 (Audited) F-4 Statement of Change in Shareholder s Equity for the period from May 9, 2025 (inception) though May 31, 2025 (Audited) F-5 Statement of Cash Flows for the period from May 9, 2025 (inception) through May 31, 2025 (Audited) F-6 Notes to Financial Statements F-7 F-1 Report of Independent Registered Public Accounting Firm To the Shareholder and the Board of Directors of BM Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of BM Acquisition Corp. (the "Company") as of May 31, 2025, the related statements of operations, change in shareholders equity and cash flows for the period from May 9, 2025 (inception) through May 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and the results of its operations and its cash flows for the period from May 9, 2025 (inception) through May 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Guangdong Prouden CPAs GP Guangdong Prouden CPAs GP We have served as the Company s auditor since 2025. Guangzhou, China June 17, 2025, except for Note 7 and Note 9, as to which date is August 29, 2025 PCAOB ID NO. 7254 F-2 BM ACQUISITION CORP. BALANCE SHEET AS OF MAY 31, 2025 May 31, 2025 (Audited) ASSETS Cash - Deferred offering costs 73,000 Total Assets $73,000 LIABILITIES AND SHAREHOLDERS DEFICIT Current Liabilities Promissory note – related party $78,618 Total Current Liabilities 78,618 Commitments and Contingencies - Shareholder s Deficit Class A ordinary shares, $0.0001 par value; 490,000,000 shares authorized; 1724,999 issued or outstanding 173 Class B ordinary Shares, $0.0001 par value; 10,000,000 shares authorized; 1 issued and outstanding(1) - Additional paid-in capital 24,827 Accumulated deficit (5,618) Subscription receivable (25,000) Total Shareholder s Deficit (5,618) Total Liabilities and Shareholder s Deficit $73,000 * On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis. Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively presented. (1) Includes an aggregate of 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part. The accompanying notes are an integral part of these financial statements. F-3 BM ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Period from May 9, 2025 (inception) through May 31, 2025 (Audited) Formation and operating costs $(5,618) Net Loss $(5,618) Weighted average shares outstanding, basic and diluted (1) 1,725,000 Basic and diluted net loss per ordinary share $(0.00) * On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis. Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. The computation of basic and diluted loss per share were retro actively adjusted for the period presented. (1) Excludes an aggregate of 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part. The accompanying notes are an integral part of these financial statements. F-4 BM ACQUISITION CORP. STATEMENT OF CHANGES SHAREHOLDER S DEFICIT FOR THE PERIOD FROM MAY 9, 2025 (INCEPTION) THROUGH MAY 31, 2025 Class B Ordinary shares Additional Paid-In Accumulated Subscription Total Shareholder s Shares Amount Capital Deficit Receivable Deficit Balance – May 9, 2025 (inception) - $- $- $- $- $- Class B ordinary shares issued to Sponsor 1 - - - - - Class A ordinary shares issued to Sponsor(1) 1,724,999 173 24,827 - (25,000) - Net loss - - - (5,618) - (5,618) Balance – May 31, 2025 1,725,000 $173 $24,827 $(5,618) $(25,000) $(5,618) * On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis. Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. The outstanding shares of ordinary shares were presented retroactively as outstanding for the reporting period. (1) Includes an aggregate of 225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters over-allotment is not exercised in full or in part. The accompanying notes are an integral part of these financial statements. F-5 BM ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Period from May 9, 2025 (inception) through May 31, 2025 (Audited) Cash flows from Operating Activities: Net Loss $(5,618) Adjustments to reconcile net loss to net cash used in operating activities: Formation and operating costs paid by Sponsor under Promissory Note – Related Party 5,618 Net cash provided by operating activities - Cash flows from Financing Activities: Proceeds from issuance of ordinary shares to Sponsor - Payment of offering costs - Net cash provided by financing activities - - Net Change in Cash - Cash – Beginning of period - Cash – Ending of period $- Supplemental Disclosures of Noncash Financing Activities Deferred offering costs included in promissory note $73,000 The accompanying notes are an integral part of these financial statements. F-6 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS BM Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on May 9, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses ("Business Combination"). While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business. On May 31, 2025, the Company had not yet commenced any operations. All activity through May 31, 2025 related to the Company s formation and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 6,000,000 units at $10.00 per unit (or 6,900,000 units if the underwriters over-allotment option is exercised in full) (the "Units" and, with respect to the ordinary shares included in the Units being offered, the "Public Shares") which is discussed in Note 3 (the "Proposed Offering") and the sale of 255,829 Units (or 264,829 Private Units if the underwriter s over-allotment option is exercised in full) (the "Private Units") at a price of $10.00 per Unit in a private placement to the Company s sponsor, BM Global Capital (the "Sponsor"), that will close simultaneously with the Proposed Offering. The Company intends to list the Units on the Nasdaq Global Market ("Nasdaq"). The Company s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the trust account) at the time of the signing of an agreement to enter into a Business Combination. The Company will complete a Business Combination only if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds of the sale of the Private Units, will be held in a trust account ("Trust Account") and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company hold investments in the trust account, the Company may, at any time (based on our management team s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how they vote for the Business Combination. F-7 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its third amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Our initial shareholders have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their insider shares, private shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their insider shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the trust account with respect to their insider shares and private shares if the Company fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fail to complete our initial business combination within the prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any insider shares and private shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). The Company will have until 18 months from the closing of the Proposed Offering, subject to extension up to 21 months by means of three one-month extension as set forth in this prospectus, at the option of the sponsor (as may be extended by shareholder approval to amend our third amended and restated memorandum and articles of association to extend the date by which the Company must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate a Business Combination (the "Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit ($10.00). F-8 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe that our sponsor s only assets are securities of our company. Therefore, the Company cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the SEC. Liquidity and Capital Resources As of May 31, 2025 we had $0 in cash, a working capital deficit of $78,618, and accumulated deficit of $5,618. The Company expects to incur significant costs in pursuit of its financing and acquisition plans following the Proposed Offering. In connection with the Company s assessment of going concern considerations in accordance with ASC 205-40, "Presentation of Financial Statements — Going Concern", as of May 31, 2025, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor and the Sponsor has means to provide (see Note 5) that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or a minimum of one year from the date of issuance of these financial statements, which includes up to $300,000 in the form of a promissory note from the Sponsor, payable on the earlier of (i) December 31, 2025 and (ii) the consummation of the Proposed Offering. The Company cannot assure that its plans to raise capital or to consummate an Initial Business Combination will be successful. Emerging growth company The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. F-9 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of May 31, 2025. Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin ("SAB") Topic 5A — "Expenses of Offering." Deferred offering costs consist principally of professional and registration fees that are related to the Proposed Offering. Financial Accounting Standards Board ("FASB") ASC 470-20, "Debt with Conversion and Other Options," addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Proposed Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual method by allocating Proposed Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption will be charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Units will be charged to shareholder s equity as the warrants, after management s evaluation, will be accounted for under equity treatment. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of May 31, 2025, the Company had offering costs of $73,000. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company s management determined that the Cayman Islands is the Company s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of May 31, 2025 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. F-10 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The Company is considered to be a Cayman business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the provision for income taxes was deemed to be de minimis for the period from May 9, 2025 (inception) to May 31, 2025. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging." For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Proposed Offering. Warrant The Company will account for the Public and Private Warrants to be issued in connection with the Proposed Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging." Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There are no Public or Private Warrants currently outstanding as of May 31, 2025. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At May 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal depository insurance coverage of $250,000. At May 31, 2025, the Company does not have a bank account yet and did not experience losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company s assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F-11 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization ("NATO") deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Recent Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2020-06 as of the inception of the Company. Adoption of the ASU did not impact the Company s financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure ("ASU 2023-09"), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the pending adoption of ASU 2023-09 on its financial statements. NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 6,000,000 Units (or 6,900,000 Units if the underwriters overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share and one-half of one redeemable warrant ("Public Warrant"). NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 255,829 Private Units (or 264,829 Private Units if the underwriter s over-allotment option is exercised in full) at a price of $10.00 per Private Unit from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering. The proceeds from the sale of the Private Units will be added to the net proceeds from the Proposed Offering held in the Trust Account. The Private Units are identical to the Units sold in the Proposed Offering, as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. F-12 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 5. RELATED PARTY TRANSACTIONS Insider shares On May 28, 2025, the Company issued an aggregate of 1,725,000 insider shares to the Sponsor for an aggregate purchase price of $25,000 in cash. The funds were not received by May 31, 2025. Such ordinary shares includes an aggregate of up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters over-allotment is not exercised in full or in part, so that the Sponsor and its transferees will collectively own 20% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the Private Units). The insider shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of insider shares have the same shareholder rights as public shareholders, except that (i) the insider shares are subject to certain transfer restrictions, as described in more detail below, (ii) the insider shares are entitled to registration rights; (iii) our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their insider shares, private shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their insider shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (b) with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their insider shares and private shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any insider shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the insider shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in our third amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any ordinary resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). With certain limited exceptions, the insider shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion of our initial business combination. Promissory Note — Related Party On May 13, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Proposed Offering. The note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Proposed Offering. These amounts will be repaid upon completion of the Proposed Offering out of the $900,000 of Proposed Offering proceeds that has been allocated for the payment of Proposed Offering expenses. As of May 31, 2025, the Company has borrowed $78,618 under the promissory note with our Sponsor. Administrative Services Arrangement An affiliate of our Sponsor has agreed, commencing from the date that the Company s securities are first listed on Nasdaq, through the earlier of the Company s consummation of a Business Combination and its liquidation, to make available to the Company certain office space of our Sponsor, utilities and secretarial and administrative support as may be reasonably required by the Company. The Company has agreed to pay to the affiliate of our Sponsor, $10,000 per month, for up to 18 months, subject to extension to up to 21 months, as provided in the Company s registration statement, for such administrative services. F-13 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company s Sponsor or an affiliate of the Sponsor, or the Company s officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). Up to $3,000,000 of such loans may be convertible into Private Units, at a price of $10.00 per unit, at the option of the applicable lender. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of May 31, 2025, no amounts under such loans have been drawn. NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) insider shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Units (including the component securities as well as any securities underlying those component securities), which will be issued in a private placement simultaneously with the closing of the Proposed Offering and (iii) Private Units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to 225,000 additional Units to cover over-allotments at the Proposed Offering price, less the underwriting discounts and commissions. The underwriters will not be entitled to any cash underwriting fee at closing of the Proposed Offering. The underwriters are entitled to cash underwriting fee of two percent (2%) or $1,200,000 (or up to $1,380,000 if the underwriters over – allotment is exercised in full) upon the closing of the Proposed Offering and deferred fee of one percent (1%) of the gross proceeds of the Proposed Offering, or $600,000 (or up to $690,000 if the underwriters over- allotment is exercised in full) upon closing of the Business Combination (or 5.9% of the trust balance upon the consummation of an initial business combination, whichever amount is greater). Excludes certain fees and expenses payable to the underwriters in connection with this offering. The underwriters have agreed to reimburse certain of our expenses in connection with this offering, not to exceed $600,000 (or $690,000 if the underwriter s over-allotment option is exercised in full). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. F-14 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 7. SHAREHOLDER S EQUITY Class A Ordinary shares — The Company is authorized to issue 490,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company s ordinary shares are entitled to one vote for each share. On May 31, 2025, there were no Class A ordinary shares issued or outstanding. On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis (the "insider shares"). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively presented. Class B Ordinary shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company s ordinary shares are entitled to one vote for each share. On May 28, 2025, upon the subdivision and redesignation of the shares of the Company, five (5) Class B ordinary shares were issued and outstanding. On May 28, 2025, the Company issued an aggregate of 1,725,000 ordinary shares to the Sponsor for an aggregate purchase price of $25,000 in cash, of which 225,000 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter s over-allotment option is not exercised in full. On May 28, 2025, the five (5) Class B ordinary shares were surrendered to the Company for no consideration. On May 28, 2025, there were 1,725,000 Class B Ordinary shares issued and outstanding, of which 225,000 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter s over-allotment option is not exercised in full. On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis (the "insider shares"). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively presented. Any remaining Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. Because our sponsor acquired the insider shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will not be adjusted because the holders of the insider shares have agreed to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance pursuant to the letter agreement. Holders of record of the Company s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the third amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the third amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company s shareholders. Approval of certain actions require an ordinary resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of in excess of 50 percent of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company s third amended and restated memorandum and articles of association, such actions include amending the third amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors, and the right to vote on any amendment to the article granting such right, and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any ordinary resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of our third amended and restated memorandum and articles of association may only be amended if approved by an ordinary resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. F-15 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Warrants — Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable on the later of the completion of our initial business combination or 12 months after this registration statement is declared effective by the Securities and Exchange Commission (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption: in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption (the "30-day redemption period"); and if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. The private warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will be entitled to registration rights. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any insider shares held by our initial shareholders or their affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. F-16 BM ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 8. SEGMENT INFORMATION ASC Topic 280, "Segment Reporting," establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company s chief operating decision maker has been identified as the Chief Financial Officer ("CODM"), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: For the Period from May 29, 2025 (inception) through May 31, 2025 (Audited) Formation and operating costs $(5,618) The key measures of segment profit or loss reviewed by the CODM are formation and operating costs. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Offering and eventually a Business Combination within the Combination Period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. NOTE 9. SUBSEQUENT EVENTS In accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated subsequent events and transactions that occurred after the audited balance sheet date up to August 29, 2025, the date that the financial statements were available to be issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements. On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis (collectively, the "insider shares"). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively presented. F-17 Until ____, 2025, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 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. $60,000,000 BM Acquisition Corp. 6,000,000 Units PROSPECTUS Joint Book Running Managers D. Boral Capital ARC GROUP SECURITIES LLC ________, 2025 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: Underwriter expenses 120,000 Legal fees and expenses 190,000 Nasdaq listing fee 80,000 SEC registration fee 26,410 FINRA registration fee 26,380 Printing and road show expenses 15,000 Accounting fees and expenses 50,000 Corporate Finance Fee 500,000 Formation costs and miscellaneous expenses 50,500 Total $1,058,290 (1) This amount represents additional expenses that may be incurred by the company in connection with the offering over and above those specifically listed above, including other service fees and mailing costs. Item 14. Indemnification of Officers and Directors. Cayman Islands law does not limit the extent to which a company s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our third amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our third amended and restated memorandum and articles of association. We expect to purchase a policy of directors and officer s liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. II-1 Item 15. Recent Sales of Unregistered Securities. During the past three years, we sold the following ordinary shares without registration under the Securities Act: On May 28, 2025, an aggregate of 1,725,000 insider shares were issued to our sponsor for an aggregate purchase price of $25,000, or approximately $0.014 per share, in connection with the Company s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On July 24, 2025, our sponsor transferred an aggregate of 196,000 insider shares to the Company s Chief Financial Officer, Chief Operating Officer and three independent director nominees and 60,000 insider shares to Dylan Wong Yeu Zen, an advisor to the sponsor, at the cost to the sponsor of $0.014 per share, in consideration for their respective services to the Company and the sponsor pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On August 28, 2025, the Chief Operating Officer resigned from the company and agreed to our sponsor s redemption of the 100,000 insider shares previously transferred to her. In addition, our sponsor has committed to purchasing an aggregate of 255,829 private units from the company on a private placement basis simultaneously with the consummation of this offering. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from the company at a price of $10.00 per private unit up to an additional 264,829 private units. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Item 16. Exhibits and Financial Statement Schedules. (a) The following exhibits are filed as part of this Registration Statement: Exhibit No. Description 1.1** Form of Underwriting Agreement 3.1* Third Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect and expected to be in effect after the offering 4.1** Specimen Unit Certificate 4.2** Specimen Ordinary Share Certificate 4.3** Specimen Warrants Certificate 4.4** Form of Warrants Agreement between Odyssey Transfer and Trust Company and the Registrant 5.1* Opinion of Harney Westwood & Riegels Singapore LLP 5.2* Opinion of Rimon, P.C. 10.1* Form of Letter Agreement among the Registrant and its Initial Shareholder 10.2** Form of Investment Management Trust Agreement among Odyssey Transfer and Trust Company and the Registrant 10.3** Form of Registration Rights Agreement 10.4** Form of Private Units Purchase Agreement between the Registrant and the Sponsor 10.5** Form of Indemnification Agreement 10.6** Form of Administrative Support Agreement between the Registrant and the Sponsor 10.7** Securities Subscription Agreement between the Registrant and the Sponsor 10.8** Promissory Note issued to the Sponsor 10.9** First Amendment to Promissory Note dated August 11, 2025 14.1** Form of Code of Ethics 19.1** Insider Trading Policy 23.1* Consent of Guangdong Prouden CPAs GP 23.2* Consent of Harney Westwood & Riegels Singapore LLP (included in Exhibit 5.1) 23.3* Consent of Rimon, P.C. (included in Exhibit 5.2) 24** Power of Attorney (included on signature page) 99.1** Consent of Chen Kien Lun, an independent director nominee 99.2** Consent of Chiew Wen Qi, an independent director nominee 99.3** Consent of Derrick Chan Choon Keong, an independent director nominee 99.4** Form of Clawback Policy 99.5** Audit Committee Charter 99.6** Compensation Committee Charter 99.7** Corporate Governance and Nominating Committee Charter 107** Filing fee table * Filed herewith ** Previously filed II-2 Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (5) That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. II-3 (b) The undersigned hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia, on September 12, 2025. BM ACQUISITION CORP. By: /s/ Traviss Loong Kam Seng Name: Traviss Loong Kam Seng Title: Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 12, 2025. Name Position Date /s/ Traviss Loong Kam Seng Chief Executive Officer and Director September 12, 2025 Traviss Loong Kam Seng (principal executive officer) /s/ Loong Kam Hoong Chief Financial Officer September 12, 2025 Loong Kam Hoong (principal financial and accounting officer) S-1/A 1 forms-1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on September 12, 2025. Registration No. 333-288106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BM Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Traviss Loong Kam Seng Lot 680, Jalan Batu 1 1/2, Jalan Bangi 43500 Semenyih Selangor, Malaysia +60 1731-69719 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Rimon, P.C. 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 202-935-3390 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Debbie A. Klis, Esq. Olivia Y. Wang, Esq. Rimon, P.C. 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 202-935-3390 Jeffrey C. Selman, Esq. Elena Nrtina, Esq. DLA Piper LLP (US) 555 Mission Street Suite 2400 San Francisco, CA 94105-2933 415-615-6095 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities being offered until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2025 $60,000,000 BM Acquisition Corp. 6,000,000 Units BM Acquisition Corp. is a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have 18 months from the closing of this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each extension and provided that the Company has entered into an agreement for an initial business combination within that 18 month period. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, except that we aim to acquire an operating business primarily located in Southeast Asia that generates annual revenues between $15 million and $30 million and that we will not pursue a prospective target company based in or having the majority of its operations in China. Throughout this prospectus, "PRC" or "China" refers to the People s Republic of China, including the Hong Kong Special Administrative Region and the Macau Special Administrative Region and, for the purpose of this prospectus only, excluding Taiwan. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share of par value of US$0.0001 (each, "Class A ordinary share") and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will not become exercisable until the later of the completion of our initial business combination or 12 months after this registration statement is declared effective by the Securities and Exchange Commission, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Subject to the terms and conditions described in this prospectus, we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 900,000 units to cover over-allotments, if any. Upon the consummation of our initial business combination, we will provide the holders of our outstanding public shares with the opportunity to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. See "Prospectus Summary — The Offering — Redemption rights for public shareholders upon consummation of our initial business combination" on page 28 for more information. Notwithstanding the foregoing redemption rights, our third amended and restated memorandum and articles of association provide that, in connection with any vote held to approve a proposed business combination, a public shareholder who is not our sponsor (as defined below), director or officer, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See "Prospectus Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote" on page 30 for further discussion on certain limitations on redemption rights. If we anticipate that we may not be able to consummate our initial business combination within 18 months from the closing of this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each extension and provided that the Company has entered into an agreement for an initial business combination within that 18 month period, we will seek shareholder approval to extend the date by which we must consummate our initial business combination on terms to be specified in the relevant proxy solicitation statement. There is no limit on the number of extensions that we may seek. In the event an amendment to our third amended and restated memorandum and articles of association is made (A) that would modify the substance or timing of our obligation to provide our public shareholders the right of redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 21 months after the date of the closing of the Company s initial public offering, or (B) with respect to any other provision of our third amended and restated memorandum and articles of association relating to the rights of our public shareholders, our third amended and restated memorandum and articles of association also require us to provide our public shareholders who are not our sponsor, directors or officers with the opportunity to redeem their public shares upon the approval of any such amendment, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 18 months from the closing of this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each extension and provided that the Company has entered into an agreement for an initial business combination within that 18 month period and subject to an extension agreed to by the shareholders, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. Our sponsor has purchased an aggregate of 1,725,000 Class B ordinary shares, par value $0.0001 per share for an aggregate of $25,000 (or approximately $0.014 per share) on May 28, 2025, up to 225,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised. The Class B ordinary shares would automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one-for-one basis. On July 24, 2025, our sponsor transferred an aggregate of 196,000 Class B ordinary shares to the Company s Chief Financial Officer, Chief Operating Officer and three independent director nominees and 60,000 Class B ordinary shares to Dylan Wong Yeu Zen, an advisor to the sponsor, at the cost to the sponsor of $0.014 per share, in consideration for their respective services to the Company and the sponsor pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On August 28, 2025, our Chief Operating Officer resigned from service to the Company due to personal commitments and agreed to forfeit the receipt of 100,000 Class B ordinary shares back to our sponsor. On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis (the "insider shares"). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class B ordinary share issued and outstanding. Because our sponsor acquired the insider shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Prior to the closing of our initial business combination, only the sponsor, as the sole holder of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, the holder of the Class B ordinary shares and holders of the Class A ordinary shares, which will include the initial shareholders, will vote together as a single class, except as required by law. In addition, prior to the closing of an initial business combination, only the Class B Ordinary Shares shall carry the right to vote on any resolution of the Members to approve any transfer by way of continuation pursuant to our third amended and restated memorandum and articles of association (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Otherwise, the insider shares are identical to the public shares except for with respect to the transfer restrictions, registration rights, redemption rights, liquidating rights, and voting rights described in more detail under "Prospectus Summary — The Offering — Insider shares and letter agreement" on page 21 and "Description of Securities — Ordinary Shares" on page 138. Additionally, we will reimburse an affiliate of our sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $700,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. Up to $3,000,000 of working capital loans ("Working Capital Loans") made by the sponsor, prior to or in connection with its initial business combination may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. Following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See "Prospectus Summary — Securities ownership and compensation", "Prospectus Summary — Our Sponsor, Officers and Directors — Conflicts of interest," "Prospectus Summary — Contractual arrangements," and "Prospectus Summary – The Offering – Limited payments to insiders" and "Risk Factors — The nominal purchase price paid by our initial shareholders for the insider shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline," and "Risk Factors — The issuance of additional private units upon the conversion of potential working capital loans into private units may result in a material dilution to the equity interests of our public shareholders and reduce the value of our public shares, which could make it more difficult to effect a business combination or obtain future financing," for further discussion on our sponsor s and our affiliates securities and compensation. Our sponsor has also committed to purchasing from us an aggregate of 255,829 units (or up to 264,829 units if the underwriters over-allotment option is exercised) at $10.00 per private unit for a total purchase price of $2,558,290 (or up to $2,648,290 if the underwriters over-allotment option is exercised) (the "private units"). These purchases will take place on a private placement basis simultaneously with the consummation of this offering. These private units are identical to the public units sold in this offering, except with respect to certain transfer restrictions and registration rights described under "Prospectus Summary — Our Sponsor, Officers and Directors — Contractual arrangements" on page 9. A portion of the proceeds we receive from these purchases will be placed in the trust account described below. Upon consummation of our offering and the private placement, assuming our sponsor and other holders of our insider shares immediately prior to this offering do not purchase additional units or shares, they will own 1,755,829 of our issued and outstanding shares immediately after this offering, if the underwriters over-allotment option is not exercised, or 1,980,829 of our issued and outstanding shares immediately after this offering if the underwriters over-allotment option is fully exercised. Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our sponsor, officers, directors or their respective affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: (i) repayment of an aggregate of up to $300,000 in loans made to us by our sponsor under a promissory note dated May 13, 2025 with our sponsor to cover offering-related and organizational expenses prior to our initial public offering upon the closing of this offering, which was amended by the First Amendment to Promissory Note dated August 11, 2025 to increase the principal amount to up to $700,000; (ii) payment to our sponsor of $10,000 per month from the closing of this offering, for office space, utilities and secretarial and administrative support until the closing of our initial business combination or our liquidation; (iii) repayment of potential working capital loans that may be made by them to finance transaction costs in connection with an initial business combination or the issuance of private units upon the conversion of up to $3,000,000 of such loans at a price of $10.00 per unit; and (iv) reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. For more details, see "Prospectus Summary – The Offering – Limited payments to insiders" on page 24. Potential investors should be aware that there are actual or potential material conflicts of interest between (i) our sponsor, officers, directors and their respective affiliates and (ii) our unaffiliated security holders with respect to determining whether to proceed with a de-SPAC transaction and the manner in which we compensate our sponsor, officers, directors and their respective affiliates. Because of the financial and personal interests described in more detail under "Prospectus Summary — Our Sponsor, Officers and Directors — Conflicts of interest" on page 10, our sponsor, officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination and the terms on which we will complete such business combination, and they may be incentivized to (i) pursue a target company that has a less favorable risk, stability or profitability profile for our public shareholders but would be easier, quicker and more certain to guide through the business combination process over a target company that has a better risk, stability or profitability profile for our public shareholders but may take a longer time to diligence and go through the business combination process or (ii) effect our initial business combination with less desirable terms and conditions in order complete a business combination within the required period, both of which could cause our public shareholders to experience a negative rate of return or lose significant value on their shares of the combined company. In addition, conflicts of interest may arise because our officers and directors are not required to commit their full time to our affairs, and, as described in "Management — Conflicts of Interest" on page 129, each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties to one or more other entities. If our officers and directors are required to devote more substantial amounts of time to their other business affairs or present a business combination opportunity to such entities, our ability to consummate our initial business combination could be materially and adversely affected. For more details on related risks, see "Risk Factors — Risks Associated with Our Business and Securities — The financial and personal interests of our sponsor, officers and directors may influence their motivation in determining whether a particular target business is appropriate for a business combination" on page 47, "Risk Factors — Risks Associated with Our Business and Securities — We may acquire a target business that is affiliated with our sponsor, officers and directors or their affiliates" on page 50, "Risk Factors — Risks Associated with Our Business and Securities — We are not required to obtain a fairness opinion unless our board cannot independently determine the fair market value of the target business or businesses. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view" on page 50, "Risk Factors — Risks Associated with Our Business and Securities — Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous" on page 51, "Risk Factors — Risks Associated with Our Business and Securities — Our officers and directors will allocate their time to other businesses, thereby potentially limiting the amount of time they devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination" on page 47 and "Risk Factors — Risks Associated with Our Business and Securities — Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations or duties and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented" on page 47. Because the insider shares were issued at a nominal price of approximately $0.014 per share, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. See "Risk Factors — Risks Associated with Our Business and Securities — There will be significant dilution to the implied value of your public shares upon the consummation of our initial business combination" on page 36 and "Dilution" on page 89. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share, as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, which we refer to as Adjusted NTBVPS, on a pro forma basis to give effect to this offering and the issuance of the private units, assuming no exercise of the over-allotment option and exercise of the over-allotment option in full. Adjusted NTBVPS excludes the effect of the consummation of our initial business combination or any related transactions or expenses. The following table assumes: Scenario A) 25% of our public shares are redeemed, Scenario B) 50% of our public shares are redeemed, Scenario C) 75% of our public shares are redeemed, and Scenario D) 100% of our public shares are redeemed. As of May 31, 2025 Offering Price of $10.00 25% Redemption (assumes 1,500,000 or 1,725,000 public shares redeemed) 50% Redemption (assumes 3,000,000 or 3,450,000 public shares redeemed) 75% Redemption (assumes 4,500,000 or 5,175,000 public shares redeemed) 100% Redemption (assumes 6,000,000 or 6,900,000 public shares redeemed) Adjusted NTBVPS Adjusted NTBVPS Difference between Adjusted NTBVPS and Offering Price Adjusted NTBVPS Difference between Adjusted NTBVPS and Offering Price Adjusted NTBVPS Difference between Adjusted NTBVPS and Offering Price Adjusted NTBVPS Difference between Adjusted NTBVPS and Offering Price Assuming Full Exercise of Over-Allotment Option $7.78 $7.25 $2.75 $6.38 $3.62 $4.70 $5.30 $0.10 $9.90 Assuming No Exercise of Over-Allotment Option $7.77 $7.23 $2.77 $6.36 $3.64 $4.68 $5.32 $0.14 $9.86 Of the proceeds we will receive from this offering and the sale of the private units, $60,000,000, or $69,000,000 if the underwriters over-allotment option is exercised in full ($10.00 per unit or 100% of the gross proceeds of the offering in either case), will be deposited into a United States-based trust account established by Citibank, N.A. and maintained by Odyssey Transfer and Trust Company ("Odyssey") acting as trustee. Except for interest earned on the funds in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of: (i) the completion of our initial business combination within the required period; (ii) our redemption of public shares if we have not completed an initial business combination within the required period; (iii) our redemption of public shares in connection with an amendment to our third amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this initial public offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each extension and provided that the Company has entered into an agreement for an initial business combination within that 18 month period, or (B) with respect to any other provision of our third amended and restated memorandum and articles of association relating to the rights of public shareholders; and (iv) our liquidation. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol "BMOKU," on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless D. Boral Capital LLC (the "representative"), the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols "BMOK" and "BMOKW," respectively. We are an "emerging growth company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Immediately after this offering, our sponsor, a Cayman Islands company that is under the sole control of Mr. Traviss Loong Kam Seng, a citizen and resident of Malaysia, and our officers, directors and an advisor to the sponsor, all of whom are non-U.S. citizens, will collectively own approximately 23.04% of our issued and outstanding shares (assuming that the underwriters over-allotment option is not exercised and that our initial shareholders do not purchase additional units or shares) comprising 1,724,999 Class A ordinary shares and one Class B ordinary share. For more information, see "Principal Shareholders" on page 133. Under our third amended and restated memorandum and articles of association, prior to the closing of our initial business combination, only the holder of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors. In addition, prior to the closing of an initial business combination, only the Class B Ordinary Shares shall carry the right to vote on any resolution of the Members to approve any transfer by way of continuation pursuant to our third amended and restated memorandum and articles of association (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). As a result, we may be considered a "foreign person" under the rules promulgated by the Committee on Foreign Investment in the United States ("CFIUS") and may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as CFIUS and may be ultimately prohibited. As a result, the pool of potential targets with which we could complete an initial business combination may be limited. For more details on related risks, see "Risk Factors — Risks Associated with Our Business and Securities —Were we to be considered to be a "foreign person," we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the CFIUS, or ultimately prohibited" on page 38. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for units may be made to the public in the Cayman Islands. Per Unit Total Public offering price(1) $10.00 $60,000,000 Underwriting discounts and commissions $0.20 $1,200,000 Proceeds, before expenses, to us $9.80 $58,800,000 (1) Includes $0.20 per unit, or $1,200,000 (or $1,380,000 if the underwriters over-allotment option is exercised in full) in the aggregate, payable to the underwriters in cash upon the consummation of this initial public offering. Also includes up to $0.10 per unit, or $600,000 (or $690,000 if the underwriters over-allotment option is exercised in full) in the aggregate, to be placed in a trust account located in the United States as described herein and to be released to the underwriters as deferred underwriting commissions only upon the consummation of an initial business combination (or 5.9% of the trust balance upon the consummation of an initial business combination, whichever amount is greater). The underwriters have also committed to reimburse up to $600,000 of offering expenses (or up to $690,000 if the underwriter s over-allotment option is exercised in full). Excludes certain fees and expenses payable to the underwriters in connection with this offering. See also "Underwriting" for a description of compensation and other items of value payable to the underwriters. The underwriters are offering the units for sale on a firm-commitment basis. Delivery of the units will be made on or about __________, 2025. Joint Book Running Managers D. Boral Capital ARC GROUP SECURITIES LLC __________, 2025 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/BNAIW_brand_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/BNAIW_brand_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1b6f80cb22d2e6152f362f7ecdc65a7bdecbce7 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/BNAIW_brand_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 RISK FACTORS 17 USE OF PROCEEDS 51 DILUTION 52 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 53 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54 BUSINESS 73 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 85 EXECUTIVE COMPENSATION 92 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE 107 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 110 DESCRIPTION OF SECURITIES 111 DESCRIPTION OF SECURITIES WE ARE OFFERING 123 PLAN OF DISTRIBUTION 126 LEGAL MATTERS 129 CHANGE IN ACCOUNTANTS 129 EXPERTS 129 WHERE YOU CAN FIND ADDITIONAL INFORMATION 129 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the SEC ) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. You should rely only on the information provided in this prospectus. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. This prospectus includes important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. All of the summaries in this prospectus are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading Where You Can Find More Information. We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the Placement Agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. 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 securities and the distribution of this prospectus outside the United States. 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. We are not, and the Placement Agent is not, making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted. We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus titled Where You Can Find Additional Information. CORPORATE HISTORY On March 14, 2024 (the Closing Date ), Brand Engagement Network Inc., a Delaware corporation f/k/a DHC Acquisition Corp. ( BEN , the Company and, prior to the Closing Date, DHC ), consummated the previously announced business combination pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the Business Combination Agreement ), by and among the Company, BEN Merger Subsidiary Corp., a Delaware corporation ( Merger Sub ), Brand Engagement Network Inc., a Wyoming Corporation ( Prior BEN ) and DHC Sponsor, LLC, a Delaware limited liability company ( Sponsor ) following approval thereof at a special meeting of the Company s shareholders held on March 5, 2024 (the Special Meeting ). Pursuant to the terms of the Business Combination Agreement, on March 13, 2024, the Company migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the Domestication ) and changed its name to Brand Engagement Network Inc. References to BEN, the Company, we, us, and our, prior to the effective time of the Domestication and Merger refer to Prior BEN, and such references following the effective time of the Domestication and Merger refer to the Company in its current corporate form as a Delaware corporation called Brand Engagement Network Inc. MARKET AND INDUSTRY DATA Certain industry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All of the estimates of the Company s management presented herein are based upon review of independent third-party surveys and industry publications prepared by a number of sources and other publicly available information by the Company s management. Third-party industry publications and forecasts state that the information contained therein has been obtained from sources generally believed to be reliable, yet not independently verified. The industry data, market data and estimates used in this prospectus involve assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Although we have no reason to believe that the information from industry publications and surveys included in this prospectus is unreliable, we have not verified this information and cannot guarantee its accuracy or completeness. We believe that industry data, market data and related estimates provide general guidance, but are inherently imprecise. The industry in which the Company s operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled Risk Factors and elsewhere in this prospectus. ii TRADEMARKS, SERVICE MARKS AND TRADE NAMES This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Registration Statement may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This prospectus includes forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, (the Securities Act ) and Section 21E of the Securities Exchange Act of 1934, as amended, (the Exchange Act ). These forward-looking statements can be identified by the use of forward-looking terminology, including the words anticipates, believes, continue, could, estimates, expects, intends, may, plans, potential, predicts, projects, should, will, would , or, in each case, their negative or other variations or comparable terminology. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors: our ability to develop and attain market acceptance for our products and services; our ability to maintain the listing of our securities on Nasdaq and to regain compliance with Nasdaq listing standards; the attraction and retention of qualified directors, officers, employees and key personnel; our need for additional capital and whether additional financing will be available on favorable terms, or at all; the lack of a market for our Common Stock and Public Warrants and the volatility of the market price and trading price for our Common Stock and Public Warrants; our ability to meet the conditions to close, including the raising of sufficient financing to fund our pending acquisition (the Cataneo Acquisition ) of Cataneo Gmbh ( Cataneo ), our ability to pay down payments in accordance with the Purchase Agreement and our ability to integrate and realize the anticipated benefits of the Cataneo Acquisition; the impact of lawsuits and other litigation matters on our business, including the AFG Lawsuit. our limited operating history; the length of our sales cycle and the time and expense associated with it; our ability to grow our customer base; our dependency upon third-party service providers for certain technologies; competition from other companies offering artificial intelligence products that have greater resources, technology, relationships and/or expertise; iii our ability to compete effectively in a highly competitive market; our ability to protect and enhance our corporate reputation and brand; our ability to hire, retain, train and motivate qualified personnel and senior management and our ability to deploy our personnel and resources to meet customer demand; our ability to grow through acquisitions and successfully integrate any such acquisitions; our ability to grow through acquisitions and successfully integrate any such acquisitions, including our pending acquisition of Cataneo; the impact from future regulatory, judicial, and legislative changes in our industry; increases in costs, disruption of supply or shortage of materials, which could harm our business; our ability to successfully maintain, protect, enforce and grow our intellectual property rights; our future financial performance, including the ability of future revenues to meet projected annual bookings; our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses; our ability to generate sufficient revenue from each of our revenue streams; or the other risks and uncertainties discussed in Risk Factors and elsewhere in this prospectus. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus, which is incorporated by reference herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. iv PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision. This prospectus includes information about this offering, our business and our financial and operating data. You should carefully read the entire prospectus, including under the section titled Risk Factors included herein, before making an investment decision. Overview We are a generative AI ( GenAI ) company specializing in conversational AI solutions. Through our secure, human-like AI agents ( AI Agents ), available in different modalities, we seek to transform consumer engagement and elevate customer experience, productivity, and business performance. Our AI Agents are built on 16+ advanced AI modules spanning perception, understanding, and response, with advanced capabilities in natural language processing ( NLP ), multisensory awareness, sentiment and environmental analysis, and real-time individuation and personalization. Our conversational AI solutions are tailored to meet the unique needs of our business customers from AI Agent customization in look, sound, and feel, to conversation design, business system integration, and cross-platform execution. The AI Industry We operate within the generative AI industry, a rapidly advancing segment within the broader AI market, positioned at the intersection of machine learning, deep learning, and natural language processing. Our conversational AI solutions allow us to target a total addressable market that is estimated to be worth $10 billion and is poised to grow to $47 billion1 by 2030, as substantiated by third-party industry reports and comprehensive studies related to our target sectors. The growing adoption of generative AI is being driven by the pursuit of cost reduction, value enhancement, differentiated customer engagements and operational efficiency benefits that we believe are not available to organizations through legacy solutions. There are a number of trends that are impacting the rate of adoption and facilitating changes to the ways organizations manage their technology infrastructure. These key trends include: Agentic AI. We believe the landscape of GenAI has evolved, shifting from knowledge-based tools like AI chatbots and co-pilots to GenAI-enabled agents capable of executing complex, multi-step workflows. These agentic systems can complete tasks autonomously and interact dynamically with their environments. Deloitte2 projects that in 2025, 25% of organizations leveraging GenAI will launch agentic pilots, with adoption expected to reach 50% by 2027. While multi-capable AI agents are not new, this trend reflects a broader industry recognition of AI s potential to move beyond single-function responses toward more sophisticated, autonomous assistance. Growing Acceptance of AI. According to a study conducted by McKinsey3, 72% of businesses have employed some kind of AI and 65% have utilized GenAI, specifically, in at least one business function during 2024. The study also suggested that 67% of respondents expect their organizations to invest more in AI in the next three years with analytics AI and GenAI being the likely recipient segments of this investment. Organizational experimentation of GenAI is also increasing according to a study published by Deloitte4, which found that 68% of represented organizations had more than ten proof-of-concepts currently being pursued as of September 2024. Awareness is also permeating throughout organizations according to another study published by McKinsey5, which indicated that nearly all employees (94%) and C-suite leaders (99%) had some familiarity with GenAI as of 2024. Additionally, demographic studies reveal that 62% of Millennials , 50% of Gen Z , and 22% of Baby Boomers report high levels of expertise with AI.6 These studies speak to the increasing pervasiveness of AI in organizations and the widespread proliferation of its adoption and acceptance across the population. 1 https://www.statista.com/statistics/1552183/global-agentic-ai-market-value/ 2 https://www2.deloitte.com/us/en/insights/industry/technology/technology-media-and-telecom-predictions/2025/autonomous-generative-ai-agents-still-under-development.html 3 https://www.mckinsey.com/capabilities/quantumblack/our-insights/the-state-of-ai#/ 4 https://www2.deloitte.com/content/dam/Deloitte/us/Documents/consulting/us-state-of-gen-ai-q4.pdf 5 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work#/ 6 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work#/ 1 Trust, Security & Reliability. As organizations increasingly experiment with and adopt GenAI, they have become more aware of its potential risks and challenges. Among the top barriers to adoption. Deloitte7 reported in 2025 that 29% of organizations cite a loss of trust due to bias, hallucinations, and inaccuracies, while 35% highlight concerns over errors with real-world consequences. Similarly, McKinsey s8 research underscores these apprehensions, revealing that in 2024 51% of U.S. employees are concerned about cybersecurity risks, 50% about inaccuracies, 43% about personal privacy, and 40% about intellectual property infringement. Ethical and Regulatory Change. The growing pervasiveness of AI technologies, including generative AI and data collection efforts, have spurred greater ethical and regulatory consideration over the potential privacy, bias and fairness implications inherent to the deployment of such technologies. Governments and regulatory bodies are introducing frameworks and guidelines to ensure responsible AI deployment and data privacy and protection. A study published by Deloitte9 in 2025 indicated that regulatory compliance concerns stand as the most significant barriers for businesses considering development and deployment of GenAI tools and applications. Addressing these ethical and compliance aspects is crucial for organizations to build trust with their customers, partners, and stakeholders, and to avoid or mitigate potential risks associated with noncompliance whether intentional or unintentional. Timely, Personalized Experiences. We believe consumer satisfaction in business interactions hinges on the timely fulfillment of consumer needs, the consistency of these interactions and a preference for highly-personalized experiences. Gartner10 has previously reported that organizations that focus on personalization can expect 16% more commercial outcome impact. Research conducted by McKinsey indicated that 71% of consumers expect personalized interactions, and 76% of consumers experienced dissatisfaction when offerings did not achieve it. Multimodal World. Beyond text, the internet has become a vast repository of multimedia information in the form of images and videos. It is now second nature for us to freely capture and use images and videos as part of our queries, in addition to traditional text and voice interactions. McKinsey suggests that the current investment landscape in generative AI is heavily focused on text-based applications such as chatbots, virtual assistants, and language translation. It is projected that at least one-fifth of generative AI usage will derive from multimodal interfaces. A recent survey investigating customer engagement revealed that four out of five individuals preferred a multimodal experience over a text-based interaction. Integration of Emerging Technologies. Digital transformation efforts are increasingly focusing on the seamless integration of emerging technologies beyond generative AI. These include technologies like blockchain, cloud management and computing, and the internet of things ( IoT ). The strategic integration of these emerging technologies into existing infrastructure and processes is a critical aspect of future-proofing organizations and ensuring they stay at the forefront of technological advancements. As these emerging technologies gain broader acceptance and are further integrated into the world s digital infrastructure, we expect the adoption of AI to be empowered and accelerated. Significant growth is projected in these technologies according to various industry studies: Statista forecasts that there will be over 29 billion IoT-connected devices globally by 2030, while Gartner estimates that by 2025, more than 95% of new digital workloads will be deployed on cloud-native platforms, a significant increase from the 30% observed in 2021. These statistics underscore the accelerating pace of technological adoption and the critical role of integration in driving successful digital transformations, which we believe will further the adoption of AI. 7 https://www2.deloitte.com/content/dam/Deloitte/us/Documents/consulting/us-state-of-gen-ai-q4.pdf 8 https://www.mckinsey.com/capabilities/mckinsey-digital/our-insights/superagency-in-the-workplace-empowering-people-to-unlock-ais-full-potential-at-work 9 https://www2.deloitte.com/us/en/pages/about-deloitte/articles/press-releases/state-of-generative-ai.html 10 https://www.gartner.com/en/executive-guidance/impact-of-personalization 2 Our Core Strengths Versatile Applications and Customizable Designs that are Industry-Agnostic. We believe our AI Agents will be deployable across multiple differing industry verticals, regardless of whether a business leverages public or private cloud services, localized or hybrid environments. Whether in the automotive, healthcare or other industries or other developing markets, our AI Agents have been designed to deploy and integrate with our customers businesses regardless of industry or internal infrastructure. We believe our broad scope of application allows us to be nimble and respond to developing trends with our end-users and other potential customers, without having substantial delays and costs when entering emerging markets. Customizable solutions delivering personalized experiences. We believe every engagement with a customer is unique and personalized. Although our AI Agents are designed to allow for consistent and brand-cohesive communication, our short-term and long-term memory design and proprietary secured-identity protocol can enable individualized experiences based on an understanding of the individual that changes with time. Our secure, private, prompt design can contextualize our human-like response generation with client-approved and validated data sets. In this way, each human-like AI Agent is designed to be unique to and aligned with the brand of our clients. Adaptive analytics and machine learning driving speed to deployment. We believe the ability of our AI Agents to be trained to the data of our clients in short periods of time in an automated fashion will be a significant driver of our ability to deploy our platform quickly and efficiently. We believe we are capable of navigating substantial data demands through our pre-processing, remote streaming and sequential linking foundations. Fueled by cutting-edge analytics and machine learning, we believe our AI Agents are capable of processing vast volumes of data within the business environment of our customers. Leveraging our advanced analytics capabilities, we designed our AI Agents to provide actionable insights to businesses in real-time. Experienced and passionate management team with a deep understanding of AI. Our seasoned management team has a proven track record of spearheading innovation in hardware, software and business processes across various sectors. We believe that our collective passion for AI, combined with our diverse expertise, positions us to succeed in an industry that is driving what we believe is a monumental generational shift in the delivery of new AI products. Our Technology We offer a customizable human-like AI Agent that can enhance customer engagement while delivering a secure, consistent and effective message for vertically-focused end markets. We aim to connect to clients real time data systems for access to customer specific files, accounts and records to provide meaningful personalized information to our clients customers from an approved data set, while maintaining compliance with applicable privacy and data protection laws and regulations. Additionally, we will seek to offer tools to help our clients customers manage their personal data and conversations. Our AI Agents seek to emulate a discussion between the customers of our clients and our AI Agents as a way of enhancing the user experience by creating a more meaningful interaction. Our platforms are designed to quickly train and deploy the AI Agents into customer defined environments on multiple device types and engagement modes on the Web (desktop, mobile and app), the phone (voice and text) and installed to meet consumers in the physical world through kiosks. By meeting the consumers where they are and allowing interactions to occur on their preferred devices, our applications can be more easily and broadly adopted by the market. Furthermore, we aim to integrate with our customers business backend systems, such as customer relationship management, enterprise resource planning, and IoT systems within our full-stack. In addition, by providing customers a human-like interface and a secure environment through multi-model communication, we believe we are able to deliver scaled solutions for industries impacted by labor and cost burdens and whom have a desire to increase engagement with their customers. 3 AI Agents. We have assembled our technology components to create an integrated AI Agent that enables us to provide a seamless consumer-facing experience for our clients complete with our proprietary configurable safety and security features. Our customizable AI Agents are integrated into our clients environment and train on their internal data to provide a broad array of customer service and education solutions for our clients interactions with their current and potential customers. Our AI Agents are designed to work with several existing large language models ( LLMs ), including Anthropic LLM and Llama 2 LLM to configure and personalize our AI Agents responses to consumer inquiries to create client-specific solutions. We believe in the benefits of small footprint LLMs that work in tandem with other data retrieval and data processing techniques that seek to ensure a safe environment as well as minimize the required computations needed to achieve a human-like experience. Our AI Agents can change their dialogue, conversation design, personality and appearances based on the specific needs of our customers and the consumer environments in which they operate. Our AI Agents can be offered to our clients customers through mobile apps, desktops or laptops, as well as through in-store life-size kiosks and SDK integrations and are designed to be deployed in a fully ringfenced environment. Differentiation Through Configurable Safety and Security. We believe the primary differentiation of our AI Agents is the ability to reduce bias and minimize hallucinations, filtering for inappropriate inputs and responses and managing customer identity resolution. We implement retrieval-augmented generation, a process of optimizing the output of a LLM, so it references an authoritative knowledge base outside of its training data sources before generating a response, and focus on embedding techniques for retrieval. We utilize pre-trained foundation models, which we do not train ourselves, and augment such models with our carefully curated knowledge bases. Our belief in our ability to reduce bias and minimize hallucinations is based on: High-Quality Knowledge Base: We maintain a carefully vetted and regularly updated knowledge base to provide accurate, current information. The information is generally provided to us by our clients who utilize their own experts in their corresponding fields. 4 Sophisticated Retrieval Mechanisms: Our retrieval system is designed to find the most relevant and reliable information for each query. Careful Curation of Retrieved Information: We prompt the foundation model to base its responses primarily on the retrieved information, reducing the likelihood of generating unfounded statements. Uncertainty Communication: We implement prompting strategies that encourage the model to express uncertainty when retrieved information is insufficient or ambiguous. Our prompting strategies are triggered whenever our systems detect that the safety threshold is too low. Additionally, we expect to implement data anonymization techniques to safeguard against proprietary data leakage to third-party LLMs. Our platform has been designed with a middle layer that performs these configurable safety functions without inducing delay in the overall experience. If desired, the responses will only come from a select dataset that has been ingested while still providing a natural conversation to the user with appropriate natural language responses. In addition, all conversations or sessions can be transcribed and further analyzed to audit the system and the dialogues for continuous monitoring of the configurable safety and security protocols of our platforms. Customization, Configuration, and Optimization. Our AI Agents can enable substantial variations in customer experiences. ASR, TTS, and NLP can be tweaked for tone, cadence, personality, emotions and other auditory features. The voices used in our AI Agents can be matched with broad variations of agent appearance design with customized ethnicity, skin tone, facial features, and other physical attributes. AI Agents can be dressed in broad variations of outfits appropriate for the application, such as a nurse s scrubs, auto repair uniform, formal business attire, casual-friendly attire, and other profession-appropriate attire. NLP can be configured to provide various levels of responses appropriate for the audience, including comprehensive, detailed, and technical responses to assist a doctor or a nurse or concise responses using commonly spoken vocabulary to assist a consumer. 5 Deployment. Our modular architecture enables source data to be ingested for training and response generation in a few hours through a standardized data interface. Once a dataset has been ingested by the application, dialogue management can begin with several tactics and methods to reduce the learning period of the AI Agent. Our unique approach of using statistical methods combined with more intuitive methods can accelerate the training of our AI Agents significantly. The deployment of the AI Agent meets our customers where they are by having a combination of cloud-based, server-based and local-device-based functionality. Deployments of our AI Agents can be completely optimized to take advantage of the dataset, solution environment, device hardware and operating systems and existing IT infrastructure. Furthermore, our AI Agents are designed to be quickly deployed into customer defined environments on multiple device types and engagement modes on the web (desktop, mobile and app), the phone (voice and text) and installed to meet consumers in the physical world through kiosks. Use Cases. We have recently debuted the following use cases for our AI Agents, which we intend to pilot with our customers: Automotive Assistants: Web AI Agent: A solution for transforming the online experience for dealership customers. By understanding customer needs and preferences, our AI Agent works in tandem with the sales team to provide enhanced customer experiences online that carry through to the dealership. In-Vehicle Experience: Connecting directly with vehicle data, mobile application, and contextual information to provide drivers with engaging experiences, providing relevant and meaningful engagement opportunities from automotive vertical participants. Sales AI Agent: Available on life-size kiosks, and offers uniformity and personalization to each customer through an intuitive interface. This integration ensures a smooth transition from online browsing to in-person dealership experience. Service AI Agent: Designed to enhance the way customers interact with automotive service departments by combining proprietary cutting-edge AI and an intuitive interface to deliver enhanced customer service experiences for consumers requiring vehicle maintenance, booking appointments and those who want to learn more about service options and service programs. Technician AI Agent: Offering real-time guidance, know-how and information to automotive technicians, safeguarding OEM compliance and serving as a vital partner in the garage. Healthcare Assistants: Drug Adherence AI Agent: Providing educational assistance to patients concerning newly prescribed or existing medications, including administration methods, with the goal of driving drug adherence and improving disease management. Vaccine AI Agent: Providing vaccine education and scheduling assistance for seasonal vaccines like the flu and COVID-19, as well as age-related vaccines such as human papillomavirus, herpes simplex virus and shingles and other potential vaccines. Health Insurance AI Agent: Supporting healthcare insurance, Medicare Advantage, information, and decision support. Chronic Disease Management AI Agent: Designed to support chronic disease management, with a current focus on type 2 diabetes, rheumatology, and behavioral health. In the future, we expect to increase the number of use cases for our AI Agents in the automotive and healthcare markets, as well as in new markets to which we intend to expand, such as financial services. 6 Recent Developments Cohen Convertible Note On April 12, 2024, we issued a convertible promissory note to J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division in the principal amount of $1.9 million (the Cohen Convertible Note ), to settle outstanding invoices totaling $1.9 million related to investment banking services rendered to the Company in connection with its merger with Prior BEN and DHC (the Business Combination ). Beginning on October 14, 2024, interest will accrue at the fixed rate of 8% per annum on the outstanding principal amount until the Cohen Convertible Note is paid in full. Interest is payable monthly in cash or in-kind at the election of the Company. The Company may prepay the Cohen Convertible Note in whole or in part at any time or from time to time without penalty or premium. The Company may be required to prepay all or a portion of the Cohen Convertible Note upon the consummation of certain capital raising activities as described therein. The maturity date of the Cohen Convertible Note is March 14, 2025. As of February 14, 2025, J.V.B Financial Group, LLC has converted $1,139,999.2 of aggregate principal of the Cohen Convertible Note. May Private Placement On May 28, 2024, the Company entered into a Securities Purchase Agreement (the May SPA ) with certain investors (the May Purchasers ), pursuant to which the Company sold to the May Purchasers an aggregate of 1,980,000 shares of Common Stock and 3,960,000 warrants, consisting of warrants to purchase 1,980,000 shares of Common Stock with a term of one year (the May One-Year Warrants ) and warrants to purchase 1,980,000 shares of Common Stock with a term of five years (the May Five-Year Warrants and, together with the May One-Year Warrants, the May Warrants ), for aggregate proceeds consisting of $4,425,000 in cash and $525,000 through the offset of an obligation of the Company to the Purchasers. All May Warrants were originally exercisable for shares of Common Stock at an exercise price of $2.50 per share. August Private Placement On August 26, 2024, we consummated a series of transactions for an aggregate purchase price of $5,925,000 (the August Financing ) whereby we (i) agreed to issue 1,185,000 shares of our Common Stock at a price per share of $5.00 pursuant to that certain Securities Purchase Agreement (the August SPA ), dated August 26, 2024, by and among the Company and certain investors signatory thereto (the August Purchasers ), (ii) issued 960,000 warrants (the August Warrants ) to purchase our Common Stock at an exercise price of $5.00 pursuant to that certain Warrant Purchase Agreement ( Warrant Purchase Agreement ), dated August 26, 2024, by and among the Company and certain purchasers signatory thereto and (iii) facilitated the transfer of 1,185,000 shares held by Sponsor issued in connection with the Company s predecessor, DHC Acquisition Corp. s ( DHC ) initial public offering to the August Purchasers, pursuant to that certain share assignment and lockup release agreement (the Assignment Agreement ) with certain members of Sponsor and certain other existing stockholders and affiliates of the Company and the August Purchasers in exchange for releases from certain restrictions on transfer contained in either a (i) prior letter agreement by and among the Company s predecessor, DHC, Sponsor and the other signatories thereto or (ii) in certain lock-up agreements executed by certain members of Sponsor in connection with the consummation of the Company s prior business combination. On August 30, 2024, the Company issued to the August Purchasers an aggregate of 100,000 shares of Common Stock and 960,000 August Warrants, and the August Purchasers paid an aggregate of $500,000 in connection with the closing of the August Financing. 7 The remaining shares were issued to an escrow account and such shares remain in escrow until the conditions in the August SPA are satisfied. The August Purchasers are required to pay to the Company monthly cash installments in the amounts and on the dates as determined in the August SPA ending on April 5, 2025. For every $5.00 paid to the Company, the Company will release one share of Common Stock under the August SPA and one share of Common Stock under the Assignment Agreement to the August Purchasers. If an investor fails to pay its required funding by the respective deadline, the investor s entire commitment under the August SPA will become immediately due and payable. As of February 14, 2025, a total of 110,000 shares of Common Stock have been issued to the August Purchasers for gross proceeds of $550.000. As of the date hereof, the August SPA has been terminated with respect to certain Purchasers who have exercised their portion of the Committed Warrants under the January Warrant Exercise Agreement. As of the date hereof, one Purchaser has failed to make its required exercises for the January 31, 2025 exercise date under the January Warrant Exercise Agreement. To the extent a Purchaser fails to exercise its portion of the Committed Warrants, the obligations of such Purchaser under the August SPA and such obligations of any investor under the August SPA who is not a Purchaser under the January Warrant Exercise Agreement, shall remain, and the August SPA will only terminate as to the Purchasers who have completed their January 31, 2025 exercise pursuant to the terms of the January Warrant Exercise Agreement. For additional information, please see Warrant Exercise and Reload Agreement below. Standby Equity Purchase Agreement On August 26, 2024, the Company issued 280,899 shares (the Commitment Shares ) of Common Stock to YA II PN, Ltd. ( Yorkville ), pursuant a Standby Equity Purchase Agreement (the SEPA ), dated August 26, 2024. The issuance of such shares to Yorkville pursuant to the SEPA was not registered under the Securities Act. As of February 14, 2025, the Company has issued 2,462,023 shares to Yorkville under the SEPA. The Cataneo Purchase Agreement On October 29, 2024, Company entered into a Share Purchase and Transfer Agreement with Christian Unterseer, in his individual capacity ( Unterseer ), CUTV GmbH, a limited liability company incorporated under the laws of the Federal Republic of Germany ( CUTV ), and CUNEO AG, a stock corporation incorporated under the laws of the Federal Republic of Germany ( Cuneo and together with Unterseer and CUTV, the Sellers ) (as amended by the Addendum, the Purchase Agreement ) pursuant to which the Sellers have agreed to sell all of the outstanding equity interests of Cataneo to the Company for an aggregate purchase price of $19,500,000, consisting of (i) $9,000,000 in cash (the Cash Consideration ) and (ii) 4,200,000 shares of the Company s Common Stock at an agreed upon value of $2.50 per share ( Equity Consideration, and collectively, with the Cash Consideration, the Consideration Shares ) (the transactions governed by the Purchase Agreement, the Acquisition ), subject to customary adjustments. Prior to the closing of the Acquisition (the Cataneo Closing Date ), the Sellers may elect to convert a portion of the Equity Consideration to cash for up to $3,000,000 at a price per share of $2.50 (the Cash Election ). Additionally, an aggregate of 400,000 shares of Common Stock issued as part of the Equity Consideration shall be subject to an escrow arrangement for a period of one year (the Escrow Period ) following Cataneo Closing Date (the Escrow Shares ). The Escrow Shares may be utilized to offset certain claims, fines, penalties, outstanding debts or other costs owed by the Sellers following the Cataneo Closing Date. Thirty days prior to the end of the Escrow Period, certain of the Sellers shall have the right, but not the obligation, to cause the Company to repurchase their portion of the Escrow Shares at a price per share of $2.50. The Purchase Agreement contains customary representations, warranties and covenants, as well as indemnification provisions subject to specified limitations. Among other things, the Sellers have agreed, subject to certain exceptions, to cause Cataneo to conduct its business in the ordinary course, consistent with past practice, from the date of the Purchase Agreement until the Cataneo Closing Date and not to take certain actions prior to the Cataneo Closing Date without the prior written consent of the Company. The transaction is expected to close in the first half of 2025 and is subject to conditions, including, (i) the making of the Cash Election, (ii) the initiation of the process to register for resale the Equity Consideration, (iii) written confirmation that the Company has not received any delisting notice or similar notification affecting its listing status with Nasdaq, (iv) the execution by one or several of the Company s major stockholders of a personal guarantee of the Agreed Share Value (as defined therein) for a period of one year following the Cataneo Closing Date (the Personal Guarantee ), (v) the obtaining of joint approval of the terms of the financing of the cash purchase price of the Acquisition by the Company and the Sellers, (vi) the receipt of customary third-party approvals and the release of the Sellers from customary bank guarantees, securities and indemnities, and (vii) the Company s board of directors approval of the Company s due diligence investigation (collectively, the Closing Conditions ). The Company intends to finance the transaction through third-party financing, which may take the form of debt or equity. 8 The Purchase Agreement contains certain customary termination rights, as amended and described below, for the Company and the Sellers, including the right to terminate the Purchase Agreement if (i) not all of the Closing Conditions have been satisfied by January 29, 2025 (which has been extended as described below), (ii) a party has not performed all of its Closing Actions (as defined therein) within ten business days of the Closing Date, or (iii) the registration process of the Equity Consideration has not been initiated prior to the Closing Date to the satisfaction of the Sellers. Notwithstanding any termination right, any party may seek specific performance of the other parties to the Purchase Agreement. In the event the Purchase Agreement is terminated by the Sellers by virtue of the failure of the Company to deliver the Personal Guarantee, the Sellers shall be entitled to a termination fee of $350,000. On February 6, 2025, the Company and the Sellers entered into that certain Addendum to Share Purchase and Transfer Agreement (the Addendum ), pursuant to which the parties amended certain provisions of the Purchase Agreement to provide the parties additional time to prepare for and close the Acquisition. More specifically, the Addendum amends the Purchase Agreement to, among other things: (i) provide that the Company pay to Mr. Unterseer, as authorized recipient of the Sellers $350,000 as a partial down payment ( Initial Down Payment ) on the Cash Consideration by February 13, 2025, which amount was paid in full on February 12, 2025 and temporarily suspend Sellers right to withdraw from the Purchase Agreement until February 28, 2025, unless the Company fails to pay Initial Down Payment; (ii) provide for additional temporary suspensions of Sellers right to withdraw for two successive one-month periods through April 30, 2025, dependent upon the Company s payment each month of a down payment of $100,000 to Mr. Unterseer, as authorized recipient of the Sellers (each an Additional Down Payment ), with each Additional Down Payment to be credited toward the Cash Consideration to be owed by the Company; (iii) add a requirement of Sellers to use their best efforts to coordinate and to cause Cataneo to work with the Company and the Company s financial advisors towards the implementation of the percentage of completion method of accounting for past and current customer projects; (iv) provide that Sellers agree to rescind Sellers previous notification to exercise their right (the Election Right ) to receive the Equity Consideration in the amount of $3,000,000 in cash instead of Consideration Shares as set forth in the Purchase Agreement, provided that the Sellers may re-exercise such Election Right prior to the Closing of the Acquisition; (v) waive Sellers right to approve the terms of the financing of the transaction; and (vi) provide that if the Purchase Agreement were to be terminated upon the Company s failure to pay or the expiration of April 30, 2025, or for other reasons the Company withdraws from the Purchase Agreement pursuant to the early termination provisions of the Purchase Agreement or should the Purchase Agreement terminate before Closing, Seller s agree to set-off under certain circumstances any claims Sellers may have pursuant to such early termination provisions of the Purchase Agreement against the Initial Down Payment and any Additional Down Payment; however, the remainder of the Initial Down Payment and any Additional Down Payment will not be repayable to the Company by Sellers. Yorkville Promissory Note On November 11, 2024, the Company issued a non-convertible unsecured promissory note (the Promissory Note ) in the aggregate original principal amount of approximately $1.7 million to Yorkville. The Promissory Note does not bear interest, subject to a potential increase of the interest rate to 18.0% per annum upon the occurrence of certain events of default as described in the Promissory Note. The Promissory Note matures on March 11, 2025, and was issued at an original issue discount of 10%. The Company is required to make monthly cash payments beginning on December 15, 2024, and continuing on the same day of each successive calendar month (each, an Installment Date ) of principal in the amount of the sum of (i) $0.4 million of principal (or the outstanding principal amount if less than such amount), plus (ii) a payment premium in an amount equal to 5% of the principal amount being paid, if applicable (the Payment Premium ), and (iii) any accrued and unpaid interest as of each Installment Date ( Installment Amounts ). The Company shall, at its own option, repay each Installment Amount either (i) in cash on or before each Installment Date, or (ii) by submitting one or more an advance notice(s) under the SEPA (as defined below) (an Advance Repayment ), on or before the applicable Installment Date, or any combination of (i) or (ii) as determined by the Company. If the Company repays the Installment Amount in cash, the cash payment shall include the Payment Premium. If the Company elects an Advance Repayment for all or a portion of an Installment Amount, then no Payment Premium will apply. In addition, for so long as the Promissory Note is outstanding, with respect to any advance notice submitted by the Company under the SEPA, the Company shall select an Option 2 Pricing Period (as defined in the SEPA), unless otherwise agreed by Yorkville. 9 Nasdaq Minimum Bid Price Compliance On December 30, 2024, the Company received a letter (the Notice ) from the Listing Qualifications Department (the Staff ) of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the closing bid price for the Company s Common Stock, had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) (the Bid Price Requirement ). The Notice has no effect at this time on the Common Stock, which continues to trade on The Nasdaq Capital Market under the symbol BNAI . In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 28, 2025 (the Compliance Date ), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Common Stock closes at $1.00 or more for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement (unless the Staff exercises its discretion to extend the 10-day period). If the Company is not in compliance with the Bid Price Requirement by the Compliance Date, the Company may qualify for a second 180 calendar day period to regain compliance with the Bid Price Requirement. To qualify for an additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for or fails to regain compliance during the second compliance period, then the Staff will provide written notification to the Company that its Common Stock will be subject to delisting. At that time, the Company may appeal the Staff s delisting determination to the Nasdaq Listing Qualifications Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, that such an appeal would be successful. The Company intends to monitor the closing bid price of its Common Stock and is evaluating available options, including seeking to effect a reverse stock split, to resolve the noncompliance matters described herein and intends to take appropriate steps to maintain its listing on Nasdaq. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement. Warrant Exercise and Reload Agreement On January 13, 2025, the Company entered into that certain Warrant Exercise and Reload Agreement (the January Warrant Exercise Agreement ) with certain investors (the Purchasers ). Pursuant to the August SPA (as defined below), the Purchasers previously purchased 110,000 shares of Common Stock, and the Company issued the contribution warrant (the Contribution Warrant ) to purchase up to 960,000 shares of Common Stock at an exercise price of $5.00 per share in exchange for certain holders of Common Stock contributing 1,185,000 shares of Common Stock into an escrow account maintained in connection with the August SPA, of which 1,075,000 shares of Common Stock remain in such escrow account (the Escrow Shares ). Under the January Warrant Exercise Agreement, the exercise price of 1,074,999 May Warrants (the Committed Warrants ) was reduced to $1.96 per share, until May 30, 2025, after which point the exercise price for any unexercised Committed Warrants shall automatically revert back to $2.50 per share. Pursuant to the January Warrant Exercise Agreement, the Purchasers agreed to exercise the Committed Warrants for cash on a schedule set forth in the January Warrant Exercise Agreement, with exercises taking place on or before January 31, 2025, February 28, 2025 and March 27, 2025 (the Exercise Schedule ). Upon each Committed Warrant exercised in accordance with the Exercise Schedule, the Company shall issue (i) one new warrant to purchase one share of Common Stock exercisable for a term of two years and (ii) one new warrant to purchase one share of Common Stock exercisable for a term of five years, each with an exercise price of $1.71 per share (together, the Reload Warrants ). Upon a Purchaser s completion in full under the Warrant Exercise but no later than May 30, 2025, all remaining May Warrants issued under the May SPA held by such Purchaser shall immediately upon completion of such exercise automatically be amended to become exercisable for $1.96 per share for the remainder of their term (the Optional Warrants ). If a Purchaser exercises an Optional Warrant by June 30, 2025, the Company shall issue to such Purchaser (i) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 per share with a term of two years and (ii) one new warrant to purchase one share of Common Stock with an exercise price of $1.71 with a term of five years (the Optional Reload Warrants ). In addition, under the January Warrant Exercise Agreement, for each share of Common Stock for which a Purchaser exercises a Committed Warrant, one Escrow Share will be released from escrow and transferred to such Purchaser, for an aggregate of up to 1,074,999 Escrow Shares among all Purchasers, rounded down to the nearest whole share. Additionally, the exercise price of the Contribution Warrant was reduced to $1.71 per share. 10 As of the date hereof, Purchasers have exercised 340,092 Committed Warrants to purchase 340,092 shares of Common Stock pursuant to the January Warrant Exercise Agreement for aggregate gross proceeds of $666,585.97, and such Purchasers shall be issued 340,092 shares of Common Stock, 340,092 Escrow Shares, and 680,000 Reload Warrants. The August SPA has been terminated with respect to such Purchasers. As of the date hereof, one Purchaser has failed to make its required exercises for the January 31, 2025 exercise date under the January Warrant Exercise Agreement, in an aggregate amount of $168,209.16. To the extent a Purchaser fails to exercise its portion of the Committed Warrants, the obligations of such Purchaser under the August SPA and such obligations of any investor under the August SPA who is not a Purchaser under the January Warrant Exercise Agreement, shall remain, and the August SPA will only terminate as to the Purchasers who have completed their January 31, 2025 exercise pursuant to the terms of the January Warrant Exercise Agreement. AFG Subscription Agreement; Termination of Reseller Agreement On August 19, 2023, the Company and AFG entered into a Reseller Agreement (the Reseller Agreement ) providing for, among other things, AFG to act as BEN s exclusive reseller of certain products in a designated territory on certain terms and conditions. As partial consideration to AFG for such services to BEN, Prior BEN issued to AFG (i) a number of shares of Prior BEN common stock which converted into 1,750,000 shares of Common Stock and (ii) a non-transferable warrant to purchase up to 3,750,000 shares of Common Stock at a price of $10.00 per share, with AFG s right to exercise such warrant vesting based upon revenues earned from the sales of BEN products paid by AFG to BEN pursuant to the Reseller Agreement (the Reseller Warrant ). On September 7, 2023, the Company and AFG entered into a Subscription Agreement (the AFG Subscription Agreement ) providing for (i) the purchase of shares of Prior BEN Common Stock in a private placement by the AFG Investors as of immediately prior to the Closing Date, which converted into the right to receive 650,000 shares of Common Stock with an aggregate initial value of $6.5 million (such obligation to purchase such shares of BEN Common Stock, the Initial Commitment ) and (ii) the purchase of shares Common Stock in four installments commencing on March 14, 2025, with an aggregate purchase price of $26.0 million, at a purchase price per share prior to the installment purchase date that is the lesser of $10.00 and the average of the last reported sales prices of Common Stock for the twenty (20) trading days immediately preceding the applicable installment purchase date, subject to a floor price of $2.11 (the AFG Installment Shares ). On January 17, 2025, the Company delivered a notice of termination ( Notice ) to AFG Companies, Inc. ( AFG ) terminating the Exclusive Reseller Agreement, dated August 19, 2023, as amended, by and between the Company and AFG (the Reseller Agreement ). The Notice only applies to the Reseller Agreement and does not affect AFG s obligations under the Subscription Agreement; however, in light of the Notice and the AFG Lawsuit (as defined below), the Company is uncertain whether AFG will fulfill its obligations under the Subscription Agreement. Accordingly, none of the information presented in this prospectus assumes that either the Reseller Warrant will become exercisable or that any AFG Installment Shares will be issued. On January 16, 2025, the Company filed a lawsuit against AFG and its Chief Executive Officer, Ralph Wright Brewer III, in the Northern District of Texas, Dallas Division alleging fraudulent misrepresentation, breach of contract, and the concealment of a ransomware attach on its own network shortly before the Reseller Agreement was executed (the AFG Lawsuit ). 11 The Company remains committed to, and intends to continue developing, its automotive vertical. The Company intends to utilize additional channel partners and grow its sales team to further expand its customer base and drive revenues. The Company is finalizing preparations to launch its Automotive AI Agent, a solution that integrates with major automotive data and service platform providers and supports over 13,000 dealerships nationwide. Additionally, the Company plans to expand its efforts through pilot programs in the Midwest, stronger reseller partnerships in Mexico, and collaborations with Canadian dealership groups. Recently, the Company has secured automotive pilots using its AI agent, which the Company believes will improve lead conversions, automates scheduling tools, enhances service efficiency, and enables advanced analytics to streamline operations. Corporate Information BEN s principal executive offices are located at 145 E. Snow King Ave PO Box 1045 Jackson, WY 83001, and its phone number is (307) 757-3650. BEN s website is https://beninc.ai/. Information found on or accessible though out website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). For so long as we remain an emerging growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include, but are not limited to: being permitted to present only two years of audited financial statements and selected financial data and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations in our periodic reports and registration statements, including this prospectus, subject to certain exceptions; not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley ), as amended; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements, including in this prospectus; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor s report providing additional information about the audit and the financial statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest to occur of: the fifth anniversary of the effectiveness of DHC s registration statement on Form S-1, March 3, 2026; the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, adjusted yearly for inflation; the date on which we are deemed to be a large accelerated filer, as defined in the Exchange Act; and the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. 12 We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to holders of our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests. We have elected to avail ourselves of the provision of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. We are also a smaller reporting company as defined under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting Common Stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter. Summary \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CCIIU_cohen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CCIIU_cohen_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..05afb890bad696fabcf0137007076de0fdfd75c7 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CCIIU_cohen_prospectus_summary.txt @@ -0,0 +1 @@ +As more fully discussed in Management Conflicts of Interest, certain of our officers and directors presently has, and any of them in the future may have, additional fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities prior to or rather than to us. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, or by such earlier liquidation date as our board of directors may approve, the founder shares and placement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will pay our sponsor or its affiliate or designee a total of $30,000 per month for office space, utilities and shared personnel support services, as described elsewhere in this prospectus. We may also pay our Chief Financial Officer, R. Maxwell Smeal, up to $12,500 per month. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or one of its affiliates may, but is not obligated to, loan us additional funds to fund our additional working capital requirements and transaction costs. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. Up to $2,500,000 of such loans may be convertible into units at the time of the business combination at a price of $10.00 per unit at the option of the lender. See the sections titled Summary The Offering Sponsor Information, Summary The Offering Conflicts of Interest , Risk Factors Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks Since our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors, will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after this offering), and because our sponsor, officers and directors and any other holder of our founder shares, including any non-managing sponsor investors, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto. and Management Conflicts of Interest for more information. Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants. We have applied to list our units on the Global Market tier of The Nasdaq Stock Market, or Nasdaq, under the symbol CCIIU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq; however, Nasdaq listing approval of our securities is a condition to the closing of this offering. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this Table of Contents prospectus unless Clear Street informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering, and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols CCII and CCIIW, respectively. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. We are an emerging growth company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See Risk Factors on page 47. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Price to Public Underwriting Discounts and Commissions(1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.60 $ 9.40 Total $ 220,000,000 $ 13,200,000 $ 206,800,000 ____________ (1) $0.20 per unit, or $4,400,000 in the aggregate, is payable upon the closing of this offering, independent of whether the underwriters over-allotment option is exercised or not. In addition, (i) $0.40 per unit sold in the base offering, or $8,800,000 in the aggregate, and (ii) $0.60 per unit sold pursuant to the underwriters over-allotment option, if any, or up to an additional $1,980,000 in the aggregate, is payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial business combination, but such deferred commissions shall be due and payable, with respect to up to 75% of such deferred commissions, in our sole discretion. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $220.0 million or $253.0 million if the underwriters over-allotment option is exercised in full ($10.00 per unit in either case) will be deposited into a U.S.-based trust account maintained with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us for permitted withdrawals, the funds held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, or (ii) with respect to any other provisions relating to shareholders rights or pre-initial business combination activity and (c) the redemption of our public shares if we are unable to complete our business combination within the completion window, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Additionally, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion. Further, the Class A ordinary shares issuable in connection with the exercise of the placement warrants underlying placement units, including those placement units converted from working capital loans (as described in this prospectus), may result in material dilution to our public shareholders if the $11.50 exercise price of the placement warrants is significantly less than the market price of our shares at the time such placement warrants are exercised or if the placement warrants are exercised on a cashless basis. See the section titled Risk Factors Risks Relating Table of Contents to our Management Team The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the section entitled Dilution for more information. As of March 31, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.04 $ 6.38 $ 3.62 $ 5.34 $ 4.66 $ 3.47 $ 6.53 $ (0.93 ) $ 10.93 Assuming No Exercise of Over-Allotment Option $ 7.03 $ 6.37 $ 3.63 $ 5.34 $ 4.66 $ 3.48 $ 6.52 $ (0.84 ) $ 10.84 Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities prior to or rather than to us. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. ________________________ The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2025. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. ________________________ Sole Book-Running Manager Clear Street ________________________ The date of this prospectus is , 2025 Table of Contents TABLE OF CONTENTS Page SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0001982661_cor3-co_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0001982661_cor3-co_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..0af85c2423aced973f5c18ac1884e33cba106bb3 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0001982661_cor3-co_prospectus_summary.txt @@ -0,0 +1,40196 @@ +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 consolidated +financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary +Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking +Statements." + + + +Overview + + + +COR3 +& Co. (Holdings) Limited was formed on March 14, 2023, under the laws of the Cayman Islands. Our founding operating entity, HI Style +(M) was founded in 2008. We are principally engaged in the retail of fashion apparel through our four brands, (i) HI Style, (ii) Fave, +(iii) SUB and (iv) Bottled Dream. HI Style focuses on menswear products while Fave focuses on womenswear products. SUB is a brand designed +for those seeking high quality material clothing and timeless apparel options, while Bottled Dream caters to the preferences of our younger +customers seeking a more casual look and feel. + + + +We +are committed to providing our customers with affordable, trendy, and comfortable clothing that fits their lifestyle. We empower our +customers to express themselves through fashion by connecting them with a diverse range of fashion products. We sell over 1,400 and 4,300 +products across our (i) e-commence platforms (our website and our app, namely, the "HI STYLE App") and (ii) retail stores +respectively. We operate 37 retail stores, employing more than 240 staff across Malaysia and Singapore. We believe our retail +strategy allows us to interact more directly with and gain insights from our customers while providing us with greater control of our +brand. + + + +Our +products consist of knitted and woven apparels such as t-shirts, trousers, hoodies, jackets, dresses and shorts for men and women. + + + +Our +vision is to offer fashionable apparel products at affordable prices and reliable quality, improve the satisfaction of our customers +and provide opportunities for growth for our employees. The founding principles established by our founders drive our distinctive corporate +culture and promote a set of core values that attracts passionate and motivated employees. We believe the passion and dedication of our +management and employees allow us to successfully execute our business strategy, enhance brand loyalty and create a distinctive connection +with our customers. To this end, we have successfully achieved ISO 9001:2015 certification. This certification affirms that organizations +attaining it have effectively showcased their capability to consistently deliver products and services that align with customer requirements, +while actively striving to improve customer satisfaction. + + + +Our +Competitive Strengths + + + +Established +network of retail stores covering selected strategic geographical locations. Our retail stores are located in shopping +malls, department stores and free-standing premises in prime locations to attract our target customers. In Singapore, our retail store +network is located in the areas of Yishun, and Bugis. Our retail stores in Malaysia are located in Negeri Sembilan, Selangor, +Wilayah Persekutuan, Melaka, Johor, Penang, Perak, Pahang, Kelantan, and Sabah. We believe our established network of retail stores will +facilitate the promotion and demand for our apparel products to both existing and new customers, as well as the expansion of our business. + + + +Our +websites and the HI STYLE App are intuitive and user-friendly resulting in a compelling user experience. We have developed +our websites and the HI STYLE App to offer an intuitive and user-friendly experience and ensure an enhanced user journey. Our e-commerce +platforms have undergone further improvements to optimize their interface, enabling seamless navigation for a large volume of visitors. +With the capacity to showcase over 1,400 apparel products, our platforms cater to diverse customer preferences. In addition, our +robust web systems ensure secure transactions and efficient maintenance, minimizing any downtime. Leveraging the power of data analytics, +we proactively analyze our online customers preferences and anticipate future demand, enabling us to strategically plan our product +offerings for upcoming seasons. + + + +Superior +design and sourcing. Drawing upon our management team s extensive experience and expertise in the apparel industry, we +possess an unparalleled understanding of manufacturing, design, sourcing, and supply capabilities. This wealth of knowledge enables us +well to both sustain and strengthen our existing business relationships with purchasing companies in Malaysia. These companies boast +an extensive network of suppliers in the PRC and Bangladesh, which opens up exciting opportunities for us in areas such as cost effectiveness +and product variety. Looking ahead, we are focused on further expanding and diversifying our network of purchasing partners in Malaysia. +By broadening our connections and forging new collaborations, we aim to enhance our ability to negotiate highly competitive terms, reducing +our reliance on any single vendor and ensuring a resilient and advantageous procurement strategy. + + + + 7 + + + + + + + +Strict +quality assurance and control measures. We are committed to ensuring that our apparel products continue to meet the highest +standards and have implemented strict quality assurance and control measures. These measures include inspecting material samples during +the design stages, conducting quality control checks on goods prior to shipment and upon arrival, and ensuring that all goods leaving +the warehouse meet quality standards. The Company also implements strict quality control measures for selecting purchasing companies +and suppliers, vetting them for compliance with international manufacturing guidelines and local regulations. Factors considered when +selecting suppliers include their experience, reputation, technical capabilities, financial strength, production capacity, quality control +effectiveness, ethical practices, and past compliance record. + + + +Experienced +management team. Bolstered by our executive management team s extensive experience in the apparel industry, we have +successfully cultivated sustainable business strategies, demonstrated foresight in anticipating fashion trends, effectively managed risks, +navigated through the challenges posed by the COVID-19 pandemic, and capitalized on profitable market opportunities. As a testament to +our growth, we presently employ a dedicated workforce of over 240 individuals and our product offerings are available in 37 esteemed +retail stores across Malaysia and Singapore. With a firm belief in the skills, qualifications, commitment, and strong leadership abilities +of our management team, we are poised to not only sustain our business but also drive its continued expansion. Looking ahead, we aim +to leverage our collective expertise to drive further growth. + + + +Respect +for Design Rights. At the core of our values, we are committed to originality in our designs, ensuring that we uphold +the utmost respect for third-party intellectual property rights, specifically design rights. Recognizing the legal implications associated +with registered designs, we have proactively established a robust design policy. Central to this policy is a dedicated design team that +diligently reviews and engages in thorough discussions to identify and address potential areas of infringement. By prioritizing a comprehensive +approach to design, we actively safeguard against any violation of intellectual property rights, maintaining the integrity of our brand +and fostering a culture of creativity and innovation. Moving forward, our commitment to originality remains steadfast as we continue +to uphold the highest standards of ethical design practices. + + + +Our +Growth Strategies + + + +Increase +Sales and Marketing Efforts. We plan to continue our targeted marketing efforts such as social media marketing, placing +advertisements, as well as utilizing search engine marketing and search engine optimization. + + + +Benefit +from High Growth of the Online Fashion. We intend to leverage our local know-how and operational excellence to benefit +strongly from this expected offline-to-online shift. We will make use of data internally generated from browsing statistics and sales +volume to identify trend leading brands and products based on shopper-centric and data-driven product selection criteria and formulate +marketing strategies to establish and expand our product offerings. + + + +Further +Develop Design and Development Capabilities. We intend to recruit staff who have the requisite experience and ability to design +and design both enhanced product designs for apparel products and eye-catching and unique product designs which will bring depth and +quality to our range of design services. We will also consider developing new internal and external training for our design staff to +enhance and develop their design and technical skills. In connection thereof, we intend to hire additional designers to enhance our design +and development capabilities. + + + +Execute +New Initiatives, Expanding Stores and Entering New Countries. We intend to broaden our existing product offerings and leverage +our existing technology platform, fulfilment, and customer service infrastructure to expand into adjacent product categories and segments, +such as childrenswear and accessories. Furthermore, our executive management team believes that there are considerable opportunities +to capture a larger portion of the international markets, in particular geographical regions such as Singapore and Indonesia. + + + +Attract, +Motivate and Retain Talent to Support Our Business Growth. We believe in maintaining a positive work environment which will encourage +better staff retention. Our executive management team also regularly reviews our staff s remuneration to ensure it is competitive. + + + +Risks +and Challenges + + + +Investing +in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to "Risk Factors" beginning +on page 14 of this prospectus, which you should carefully consider before deciding to purchase 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 Ordinary Shares would likely decline, and you may lose all or part of your investment. + + + + 8 + + + + + + + +These +risks include but are not limited to the following: + + + +Risks +related to Our Business and Industry: + + + + + + We + are dependent on our brands, and failure to successfully promote our brands may materially and adversely affect our business and + results of operations. + + + + + + + + We + are dependent on third-party manufacturers for the production of apparel products, so disruption to our relationship with them or + their manufacturing operations could adversely affect our apparel supply chain management services. + + + + + + + + Any + significant damage to our primary warehousing facility could have a material adverse effect on our results of operations. + + + + + + + + We + rely on our ability to design in response to changes in consumers preference in a timely manner. + + + + + + + + We + may be unable to successfully implement our business objectives and our expansion plans may not be successful. + + + + + + + + As + we lease most of the properties for our retail outlets, we are exposed to risks relating to the commercial real estate rental market + in Malaysia and Singapore. + + + + + + + + Our + success depends upon our key management personnel. + + + + + + + + If + we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual + property rights, our business could suffer. + + + + + + + + Our + business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak + of COVID-19. + + + + + + + + We + are exposed to risks arising from fluctuations of foreign currency exchange rates. + + + + + + + + We are affected by interest rate increases with respect + to our banking facilities. + + + + + + + + Information + technology system failures or breaches of our network security could interrupt our operations and adversely affect our business. + + + + + + + + Our + business and reputation may be affected by product liability claims, litigation, complaints, or adverse publicity. + + + + + + + + Our + business operations may be subject to seasonality. + + + + + + + + We + may be unable to accurately control our inventory. + + + + + + + + Significant + net current liabilities position raise concerns about the Company s ability to continue as a going concern. + + + + +Risks +related to Our Securities and This Offering: + + + + + + An + active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for + our Ordinary Shares may fluctuate significantly. + + + + + + + + We + may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors ability to make + transactions in our Ordinary Shares and subject us to additional trading restrictions. + + + + + + + + The + trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors. + + + + + + + + We + may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, + financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary + Shares. + + + + + + + + If + securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations + regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline. + + + + + + + + Because + we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return + on your investment. + + + + + 9 + + + + + + + + + + The + sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price. + + + + + + + + Short + selling may drive down the market price of our Ordinary Shares. + + + + + + + + Because + our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate + and substantial dilution. + + + + + + + + You + must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce + income or increase our share prices. + + + + + + + + If + we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United + States federal income tax consequences. + + + + + + + + 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 + a "controlled company" within the meaning of the Nasdaq Stock Market Rules, we may rely on exemptions from certain corporate + governance requirements that provide protection to shareholders of other companies. + + + + + + + + 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 Nasdaq corporate governance listing standards. These practices may afford less protection + to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards. + + + + + + + + You + may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because + we are incorporated under Cayman Islands law. + + + + + + + + We + are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements. + + + + + + + + We + are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable + to United States domestic public companies. + + + + + + + + We + may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us. + + + + + + + + We + will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares + on the Nasdaq Capital Market. + + + + + + + + If + we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations + or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected. + + + + + + + + Certain + judgments obtained against us or our auditor by our shareholders may not be enforceable. + + + + +Corporate +Information + + + +We +were incorporated in the Cayman Islands on March 14, 2023. Our registered office in the Cayman Islands is at Cricket Square, Hutchins +Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at No. 184, Persiaran S2 B1, Seremban +2, 70300 Seremban, Negeri Sembilan, Malaysia. Our telephone number at this location is + 60 6601 5313. Our principal website is www.cor3co.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 Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168. + + + +Because +we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and +your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled "Risk +Factors" and "Enforceability of Civil Liabilities" for more information. + + + + 10 + + + + + + + +Corporate +Structure + + + +Our +Company was incorporated in the Cayman Islands on March 14, 2023, under the Companies Act as an exempted company with limited liability. +Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, par value US$0.001 per Ordinary Share. + + + +Treasure +Zenith, HI Style (M), Sub Crew and Sby Fashion are our direct and indirect wholly owned subsidiaries respectively. HI Style (S) is our +60% indirect subsidiary and the balance 40% is owned by Mr. CS Pwa. Immence is our 95% indirectly owned subsidiary and the balance 5% +is owned by Mr. Lim Leong Wei, an Independent Third Party. Please refer to the chart in the section entitled Organization Chart herein +for a graphical representation of the corporate structure of our Group. + + + +The charts below set out +our corporate structure immediately before and after the offering: + + + +Immediately before +the offering + + + + + +*The balance 5.0% is owned by Mr. Lim Leong Wei, an Independent +Third Party. + +**The balance 40% is held by Mr. CS Pwa, the brother of Mr. CC Pwa +and CT Pwa. + + + +Immediately after +the offering + + + + + +Note: +Corporate structure assumes that the Ordinary Shares registered under the Resale Prospectus has not been sold by any Resale Shareholders. + + + +Implications +of Our Being a "Controlled Company" + + + +Upon +completion of this offering and without taking into account of the resale shares, Mr. CC Pwa, our Executive Director, Chairman, Chief +Executive Officer and controlling shareholder, together with Mr. CT Pwa, our Executive director, through Soaring Fame, will be the beneficial +owner of an aggregate of 6,834,300 Ordinary Shares, which will represent approximately 55.34% of the then total issued and outstanding +Ordinary Shares. As a result, we will remain a "controlled +company" within the meaning of the Nasdaq Stock Market Rules and therefore we are eligible for, and, if we no longer qualify as +a foreign private issuer, we intend to rely on, certain exemptions from the corporate governance listing requirements of the Nasdaq. + + + +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: + + + + + + + being + permitted to provide only two financial years of selected financial information (rather than five years) and only two years of audited + financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly + reduced "Management s Discussion and Analysis of Financial Condition and Results of Operations" disclosure; and + + + + + + + + + + an + exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal + control over financial reporting. + + + + + 11 + + + + + + + +We +may take advantage of these reporting exemptions until we are no longer an emerging growth company. 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), +which means the market value of our 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. We have included two years of selected financial data +in this prospectus in reliance on the first exemption described above. 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: + + + + + + + the + sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered + under the Exchange Act; + + + + + the + sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability + for insiders who profit from trades made in a short period of time; and + + + + + the + rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on + Form 6-K containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence + of specified significant events. + + + + +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 the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate +governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford +less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. + + + + 12 + + + + + + + +The +Offering + + + + + Offering + Price + + + +The initial public offering price is assumed to +be between US$4.00 and US$5.00 per Ordinary Share + + + + + + + + Ordinary + Shares offered by us + + 2,250,000 + Ordinary Shares + + + + + + + + Ordinary + Shares offered by the Selling Shareholders + + An + aggregate of 1,625,000 Ordinary Shares (as to 1,175,000 Ordinary Shares by Soaring Fame, 73,000 Ordinary Shares + by Emprise Ahead, 190,000 Ordinary Shares by Vantage Success, 150,000 Ordinary Shares by Alpha Summit and 37,000 + Ordinary Shares by Shao Qi) + + + + + + + + Ordinary + Shares issued and outstanding prior to this offering + + 10,100,000 + Ordinary Shares + + + + + + + + Ordinary + Shares to be issued and outstanding immediately after this offering + + 12,350,000 + Ordinary Shares + + + + + + + + Use + of proceeds + + We + currently intend to use the net proceeds from this offering (i) for online expansion of our retail network; (ii) for expansion of + our retail outlets; (iii) for geographical expansion; (iv) for repayment of certain loans from our controlling shareholder for the + purpose of paying the expenses of obtaining a listing of our Ordinary Shares; (v) for reducing our gearing by partially repaying + certain loans to banks; and (vi) for general working capital and corporate purposes. See "Use of Proceeds." + + + + + + + + Dividend + policy + + We + do not intend to pay any dividends on our Ordinary Shares in the foreseeable future. Instead, we anticipate that all of our earnings, + if any, will be used for the operation and growth of our business. See "Dividend Policy" for more information + + + + + + + + Lock-up + + We, + each of our Directors and Executive Officers and principal shareholders, except for the Selling Shareholder with respect to + its Ordinary Shares sold in this offering and the Resale Shareholders with respect to their sale of Ordinary Shares under the + Resale Prospectus, have agreed, subject to certain exceptions, for a period of 180 days after the date of this prospectus, not + to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase + any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly + or indirectly, any Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Ordinary Shares, or + enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership + of Ordinary Shares. See "Shares Eligible for Future Sale" and "Underwriting—Lock-Up Agreements" + + + + + + + + Risk + factors + + Investing + in our Ordinary Shares involves risks. See "Risk Factors" beginning on page 14 of this prospectus for a discussion of + factors you should carefully consider before deciding to invest in our Ordinary Shares + + + + + + + + Listing + + We + plan to apply to list the Ordinary Shares on the Nasdaq Capital Market + + + + + + + + Proposed + trading symbol + + COC + + + + + + + + Transfer + agent + + VStock + Transfer, LLC + + + + + 13 + + + + + + + +RISK +FACTORS + + + +Investing +in our 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 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. + + + +This +prospectus also contains forward-looking statements having direct and/or indirect implications for our future performance. Our actual +results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks +and uncertainties faced by us, as described below and elsewhere in this prospectus. + + + +Risks +Related to Our Business and Industry + + + +We +are dependent on our brands, and failure to successfully promote our brands may materially and adversely affect our business and results +of operations. + + + +Brand +image is a key factor in consumer purchasing decisions for fashion apparel. We are committed to building our brands through the introduction +of stylish and quality designs as well as through our promotional activities. We derive substantially all of our revenues from sales +of our fashion apparel in Malaysia and Singapore, and our success depends on market perception and acceptance of our brands, the culture, +lifestyle and images associated with the brand. If we are unable to successfully promote and maintain our brands, our business and the +results of operations may be materially and adversely affected. Any negative publicity or disputes in Malaysia or Singapore regarding +our brands, our products, our Company, our management, our sponsored organizations or individuals, or our distributors or sub-distributors +could materially and adversely affect public perception of our brands, which in turn could materially and adversely affect our business +and results of operations. + + + +We +are dependent on third-party manufacturers for the production of apparel products, so disruption to our relationship with them or their +manufacturing operations could adversely affect our apparel supply chain management services. + + + +All +of our apparel products were produced by third-party manufacturers located in the PRC and Bangladesh. As such, we rely heavily on the +ability and efficiency of third-party manufacturers to produce apparel products for us and therefore play a vital role in our business +operations. We do not enter into any long-term contracts with our third-party manufacturers and instead we engage them on a case-by-case +basis depending on our needs and requirements. There is no assurance that all or any of our third-party manufacturers will continue to +produce apparel products for us of our desired quality and quantity, in a timely manner and on terms commercially acceptable to us. Any +disruption to our third-party manufacturers production may inevitably have an impact on their ability to produce the apparels +products in line with our requirements. If any of our third-party manufacturers terminates its business relationship with us or if there +were changes to the current business arrangements, we may be unable to source stable and suitable products from comparable alternative +third-party manufacturers in a timely manner or on terms commercially acceptable to us. Any of the above may result in production delay +which would adversely affect our ability to fulfil customer s demand and in turn adversely affect our sales and profitability. + + + +Further, +as we have not entered into any long-term contract with our third-party manufacturers, the terms of services provided by them may also +be susceptible to fluctuations with regard to pricing, timing and quality. Any increase in these factors may be passed on to us but we +might not be able to pass on all or any of the increase in costs to our customers, which may have material adverse effect on our financial +performance. + + + +Any +significant damage to our primary warehousing facility could have a material adverse effect on our results of operations. + + + +We +have only one primary warehousing facility located in Negeri Sembilan, Malaysia, in which we store substantially all products procured +from our suppliers. Power failures or disruptions, the breakdown, failure or substandard performance of equipment, and the destruction +of buildings and other facilities due to fire or natural disasters such as flood, droughts or earthquakes would severely affect our ability +to continue our operations. In the event of such disruptions, we may not be able to find suitable alternatives on a timely basis and +at reasonable cost, which could have a material adverse effect on our business and results of operations. + + + +We +rely on our ability to design in response to changes in consumers preference in a timely manner. + + + +We +believe that our success is, to a significant extent, attributable to the ability of our Group s design and product development +teams to understand the clothing apparel markets and to design desirable apparel products which are responsive and that keeps abreast +with the changes in consumers preference. Due to the highly subjective nature of the apparels market and the rapid change in trends +for apparel, we may be unable to capture or predict the future fashion or color trend and continue to develop appealing designs for our +customers. If we fail to (i) capture, predict or respond timely to our customers preference; or (ii) introduce appealing and commercially +viable apparel designs in a timely manner, our business and results of operations may be adversely affected. + + + + 14 + + + + + + + +We +may be unable to successfully implement our business objectives and our expansion plans may not be successful. + + + +Our +business objectives are accomplished by implementing various future business plans. Our Directors believe that our future success depends +on our ability to continually expand our base of manufacturers and broaden our product offerings. However, such expansion plan is formulated +based on assumptions as to the occurrence of certain future events, which may or may not materialize, and thus it is subject to a series +of uncertainties and risks, including but not limited to: + + + + + + + + lack + of sufficient capital financing and potential ongoing financial obligations; + + + + + + + + + + + failure + to achieve the intended level of profitability; + + + + + + + + + + + delays + or difficulties in securing suitable new third-party manufacturers; and + + + + + + + + + + + diversion + of resources and management attention. + + + + +As +such, there is no assurance that our expansion plan will materialize within the planned time frame, or at all, or that our business objectives +will be fully or partially accomplished. In the event that we fail to accomplish our expansion plan or to do so in a timely manner, we +may not be able to achieve our planned future business growth and our operating results may be adversely affected. + + + +We +expect to incur significant costs in connection with the expansion of our business, in particular, for our online stores. If we are unable +to generate sufficient revenue from our business or our financial needs are larger than expected, we may need to raise funds from debt +or equity financing means. Alternatively, we may need to make certain modifications to our current intended use of proceeds, which could +have an adverse effect on our operations and future profitability. + + + +We +also face the risk that our existing management staff, design and development capabilities, and internal control systems and other systems +and procedures may be inadequate to support our expansion plan. If we fail to continue to improve our infrastructure, management or operational +systems required to support our expansion plan, we may be unable to achieve our expansion objectives and our business operations may +be seriously harmed. + + + +As +we lease most of the properties for our retail outlets, we are exposed to risks relating to the commercial real estate rental market +in Malaysia and Singapore. + + + +We +lease most of the properties for our retail outlets. Accordingly, rental costs account for a significant portion of our operating expenses. + + + +Lease +agreements for our retail outlets typically have an initial term ranging from two to three years. Some of our lease agreements provide +that the rent will increase within the initial term or after the initial term at a fixed rate or at the then prevailing market rate. +If we fail to renew any of our existing leases, we will have to identify alternative premises. Our business operations may be interrupted +as a result of the relocation, and we may incur additional costs and expenses in connection with the restoration and/or relocation. + + + +Further, +if a lease agreement is renewed at a rate substantially higher than the existing rate or any existing favorable terms granted by the +landlord, if any, is not extended, we must evaluate whether renewal on such modified terms is in our interest. If we are unable to renew +leases for our retail outlets, we will have to close or relocate the relevant retail outlet, which would lead to loss of sales during +the period of closure, write-off of fixed assets and could subject us to installation and renovation costs and other costs and risks. +In addition, the revenue and any profit generated at a relocated retail outlet may be less than the revenue and profit previously generated +at the closed retail outlet. Therefore, any inability to renew existing leases on commercially acceptable terms could adversely affect +our business, results of operations and financial condition. We also compete with other retailers for prime locations in a highly competitive +market for premises. There is no assurance that we will be able to enter into new lease agreements for attractive locations or renew +existing lease agreements on commercially reasonable terms, if at all. Therefore, any inability to obtain leases for desirable retail +outlets on commercially reasonable terms could adversely affect our business, results of operations and financial conditions. + + + +Our +success depends upon our key management personnel. + + + +Our +Directors believe that our success depends, to a significant extent, on the capability, expertise and continued services of key members +of our management team, including our executive Directors and other members of our management who have operational experience in our +business. In particular, we rely on Mr. CC Pwa, one of our founders, our Chief Executive Officer, Chairman and Executive Director, +who has over 22 years of experience in the clothing apparel industry. If we were to lose the services of Mr. CC Pwa or any key member +of our management team without a suitable replacement or were unable to attract new qualified members with suitable experience to join +our management team as we continue to grow, the implementation of our business strategies may be affected, which could materially and +adversely affect our business, results of operations and prospects. + + + + 15 + + + + + + + +We +also rely on our employees, including experienced design and product development, sales and procurement personnel, for our daily operations +and business expansion. We cannot assure you that we will be able to continue to attract and retain sufficiently skilled and experienced +employees in the future. If we fail to recruit, retain, or train skilled employees, our business, results of operations and prospects +could be materially and adversely affected. + + + +If +we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property +rights, our business could suffer. + + + +Our +business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our +product designs. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and copyright +and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure +to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or +timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may claim that our business operations +infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention +of our management and prevent us from offering some services. Intellectual property is increasingly stored or carried on mobile devices, +such as laptop computers, which increases the risk of inadvertent disclosure if the mobile devices are lost or stolen, and the information +has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains +unauthorized access, to steal information and use it to our disadvantage. + + + +Our +business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak +of COVID-19. + + + +The +global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has disrupted our operations, and the operations +of our customers, suppliers and/or subcontractors. If the development of the COVID-19 outbreak becomes more severe or if our customers, +suppliers, and sub-contractors are forced to close down their businesses after prolonged disruptions to their operations, we may experience +a delay or shortage of raw materials, supplies and/or services by our suppliers. In such event, our operations may be severely disrupted, +which may have a material and adverse effect on our business, financial condition, and results of operations. Our revenue and profitability +may also be materially affected if the COVID-19 outbreak continues to materially affect the overall economic and market conditions in +Malaysia and Singapore and the economic slowdown and/or negative business sentiment could potentially have an adverse impact on our business +and operations. We are uncertain as to when the outbreak of COVID-19 will be contained, and we cannot predict if the impact of the outbreak +will be short-lived or long-lasting. If the outbreak of COVID-19 is not effectively controlled within a short period of time, our business, +financial condition, results of operations and prospects may be materially and adversely affected. + + + +We +are exposed to risks arising from fluctuations of foreign currency exchange rates. + + + +Our +business is exposed to certain foreign currency exchange risks as our reporting currency is the Malaysian Ringgit and Singapore dollar +and our sales and procurement were denominated in Malaysian Ringgit and United States dollar. To the extent that our Group s sales and purchases and operating costs are +not denominated in the same currency and to the extent that there are timing differences between invoicing and payment from our suppliers, +we may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency. + + + +We +are affected by interest rate increases with respect to our banking facilities. + + + +Generally, +we fund our operations via our internal resources and short and long-term financing from banks. Any disruption, uncertainty and volatility +in the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable +terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn and we are unable to secure alternative +funding on acceptable commercial terms, our operations and financial position will be adversely affected. The interest rates for most +of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these +credit facilities to finance our operations and that interest expenses represent a significant percentage of our expenses, any increase +in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability. + + + +We +currently have nine bank facilities of which seven are taken out by Hi Style (M) of in aggregate approximately RM20,000,000 with +maturity dates of between 2025 and 2040 and two are taken out by Sub Crew in the aggregate amount of approximately RM3,000,000 +with maturity dates between 2025 and 2027. In May 2023, banks in Malaysia revised their Standardized Base Rate and Base Lending +Rate upward by 0% to 3.00% resulting in rate increases for certain of our bank facilities. Three of the facilities taken out by +Hi Style (M) are at a fixed interest rate and were not affected by the rate increase. As a result of the rate hike, borrowing costs for +the Group increased by approximately RM4,400 per month. Despite the effect of the rate increase on our Group not being significant, if +rates continue to rise and we are unable to pass this increased cost to our customers, our financial performance may be materially and +adversely affected. + + + +Information +technology system failures or breaches of our network security could interrupt our operations and adversely affect our business. + + + +Our +Group has installed a point-of-sale software system ("POS System") at each of our retail outlets and central office. We will +rely on the POS System to monitor the daily operations of our retail outlets and to collect accurate up-to-date financial and operating +data for business analysis. Any damage or failure of our system including hardware and software failures, and computer viruses that causes +an interruption to our operations could have a material adverse effect on our business and results of operations. + + + + 16 + + + + + + + +Our +business and reputation may be affected by product liability claims, litigation, complaints or adverse publicity. + + + +We +are exposed to potential product liability claims in the event that there is any damage caused by defective products, which could also +adversely affect our reputation and business relationships. As Malaysia and Singapore are our major markets accounting for all of our +sales for the six months ended September 30, 2024 and for the years ended March 31, 2024, 2023 and 2022, we are particularly exposed +to product liability claims arising from these countries made on a contractual or tortious basis. Should there be a material increase +in the number of product liability claims, we may incur significant time and legal costs regardless of the outcome of any claim of alleged +defect and our business, financial condition and results of operations could be materially and adversely affected. + + + +Our +business operations may be subject to seasonality. + + + +Our +results from operations are affected by seasonal fluctuations in demand for our products. We usually experience higher sales volume in +the time leading to Christmas, Deepavali, Muslim Ramadan festivals and Chinese New Year holidays, as well as around the few major online +shopping holidays in the PRC. Moreover, sales of certain products are subject to seasonality by nature. For example, sales of jackets +are generally higher in monsoon seasons, and our fashion collection before the Chinese New Year and Christmas would be designed with +consideration to themes or festival-related colors to boost sales volume. Accordingly, various aspects of our operations, including sales, +production capacity and utilization, working capital and operating cashflow, are exposed to the risks associated with seasonal fluctuations +in demand for our products pattern, and our quarterly or half-year results may not reflect our full-year results. + + + +We +may be unable to accurately control our inventory. + + + +We +monitor the inventory information of our sales and retail network by conducting inventory-taking periodically and reviewing sales reports +to understand our general inventory levels. However, we may be unable to accurately track the inventory level of our sales and retail +or to identify any excessive inventory build-up at various levels of our sales and retail network. In addition, we may be unable to sell +adequate amounts of our inventories in a given period, which may result in a build-up of inventory. We face higher risks of excessive +or obsolescent inventories when we launch new products as the market reception to the products is uncertain. + + + +Significant +net current liabilities position raise concerns about the Company s ability to continue as a going concern. + + + +During +the periods ended September 30, 2023 and 2024, the Group generated losses amounting to approximately RM0.78 million (approximately +US$0.17 million) and RM2.75 million (approximately US$0.66 million), respectively. In addition, the Group s current +liabilities exceeded its current assets by approximately RM16.27 million (approximately US$3.44 million) and RM17.62 million +(approximately US$4.25 million) for the year/period ended March 31, 2024 and September 30, 2024, respectively. These circumstances raise +substantial doubt regarding the Group ability to continue as going concern. + + + +Management s +plan to address this going concern it to obtain financing in the form issuances of rights, ordinary shares, or loan to raise cash +and working capital for the Group. Management may also contribute their own time at less than market rates for the services. The +Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell ordinary +shares, which management believes will provide adequate financial resources for the management to continue to expand their +operations. + + + +Management +may not be successful in raising additional funds via the means described above. These consolidated financial statements have been prepared +on a going concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis +was not employed. + + + +Risks +Related to Our Securities and This Offering + + + +An +active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our +Ordinary Shares may fluctuate significantly. + + + +We +cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary +Shares does not occur following the completion of this offering, the market price and liquidity of our shares may be materially and adversely +affected. The public offering price for our shares in this offering was determined by negotiation between us and the underwriter based +upon several factors, and we can provide no assurance that the trading price of our shares after this offering will not decline below +the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares. + + + +We +may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors ability to make transactions +in our Ordinary Shares and subject us to additional trading restrictions. + + + +We +intend to list our Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares +on the Nasdaq Capital Market, 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 shares will continue to be listed on the Nasdaq in the future. + + + + 17 + + + + + + + +If +the Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares +could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse +consequences, including: + + + + + + + a + limited availability of market quotations for our Ordinary Shares; + + + + + reduced + liquidity for our Ordinary Shares; + + + + + a + determination that our Ordinary Shares are "penny stock," which will require brokers trading in our shares to adhere + to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary + Shares; + + + + + a + limited amount of news and analyst coverage; and + + + + + a + decreased ability to issue additional securities or obtain additional financing in the future. + + + + +As +long as our Ordinary Shares are listed on the Nasdaq Capital Market, U.S. federal law prevents or pre-empts the states from regulating +their sale. However, the law does allow the 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 their sale. Further, if we were no longer listed on the Nasdaq Capital Market, +we would be subject to regulations in each state in which we offer our shares. + + + +The +trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors. + + + +The +trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because +of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business +operations located mainly in Malaysia with operations also in Singapore that have listed their securities in the United States. In addition +to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, +including the following: + + + + + + + fluctuations + in our revenues, earnings and cash flow; + + + + + changes + in financial estimates by securities analysts; + + + + + + + + additions + or departures of key personnel; + + release + of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and + + + + + potential + litigation or regulatory investigations + + + + +Any +of these factors may result in significant and sudden changes in the volume and price at which our shares will trade. + + + +In +the past, shareholders of public companies have often brought securities class action suits against those 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 experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, +financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary +Shares. + + + +In +addition to the risks addressed above, our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying +performance of our business. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes +of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, +including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects. + + + +Holders +of our Ordinary Shares may also be unable to readily liquidate their investment or may be forced to sell at depressed prices due to low +volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of +our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, +the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock +price and our company s financial performance and public image, negatively affect the long-term liquidity of our Ordinary Shares, +regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases +and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely +make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand +the value thereof. + + + + 18 + + + + + + + +If +securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations +regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline. + + + +The +trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. +If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts +cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could +cause the market price or trading volume of our shares to decline. + + + +Because +we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return +on your investment. + + + +We +currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth +of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on +an investment in our 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 Malaysia, Singapore, Cayman Islands and BVI laws, as the case may be. 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 subsidiary, our financial condition, contractual restrictions and other factors as determined by our +board of Directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price +appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even +maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even +lose your entire investment. + + + +The +sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price. + + + +Sales +of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and from the sale of shares +held by the Resale Shareholders through the Resale Prospectus, or the perception that these sales could occur could adversely affect +the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. Prior +to the sale of our shares in this offering, we have 10,100,000 Ordinary Shares outstanding. The shares sold in this offering will be +freely tradable without restriction or further registration under the Securities Act, and shares held by the Resale Shareholders may +also be sold in the public market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the Resale Shareholders +shares are not subject to lock-up agreements. There will be 12,350,000 Ordinary Shares outstanding immediately after this offering. +In connection with this offering, our directors and officers named in the section "Management," have agreed not to sell any +shares until 180 days after the date of this prospectus without the prior written consent of the representative of the underwriters, +subject to certain exceptions, unless the underwriters release these securities from these restrictions. Because the securities held +by our Resale Shareholders are not subject to similar lock-up restrictions, the Resale Shareholders may freely sell their shares in the +open market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. The Resale Shareholders may be willing to +accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our Ordinary +Shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or +the availability of these securities for future sale will have on the market price of our shares. See "Underwriting" and +"Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this +offering. + + + +Short +selling may drive down the market price of our Ordinary Shares. + + + +Short +selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention +of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value +of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay +less in that purchase than it received in the sale. As 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 +short attacks have, in the past, led to the 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 such short seller attacks, 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. + + + + 19 + + + + + + + +Because +our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate +and substantial dilution. + + + +If +you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you +will experience immediate and substantial dilution of US$3.962 per share, representing the difference between our as adjusted +net tangible book value per share of US$0.538 as of September 30, 2024, after giving effect to the net proceeds to us +from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and +an assumed public offering price of US$4.50 per share (being the mid-point of the initial public offering price range). See +"Dilution" for a more complete description of how the value of your investment in our shares will be diluted upon the +completion of this offering. + + + +You +must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income +or increase our share price. + + + +We +intend to use the net proceeds of this offering as set out in "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 are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States +federal income tax consequences. + + + +We +are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for +any taxable year if, for such year, either: + + + + + + + At + least 75% of our gross income for the year is passive income; or + + + + + The + average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that + are held for the production of passive income is at least 50%. + + + + +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. + + + +While +we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the +market price of our ordinary shares, fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current +or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of +our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially +increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually +after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future +taxable year. + + + +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." + + + +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. + + + +Prior +to this offering, Mr. CC Pwa, our Executive Director, Chairman, Chief Executive Officer and controlling shareholder together with Mr. +CT Pwa, our Executive Director, indirectly, through Soaring Fame, controls an aggregate of approximately 79.30% of our issued and outstanding +Ordinary Shares. Upon completion of this offering, Mr. CC Pwa and Mr. CT Pwa will, through Soaring Fame, indirectly control approximately +55.34% of our issued and outstanding Ordinary Shares. + + + +Accordingly, +our controlling shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for +approval, including mergers, consolidations, the election of Directors and other significant corporate actions, including the power to +prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. +Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us +or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. +For more information regarding our principal shareholders and their affiliated entities, see "Principal Shareholders". + + + + 20 + + + + + + + +As +a "controlled company" within the meaning of the Nasdaq Stock Market Rules, we may rely on exemptions from certain corporate +governance requirements that provide protection to shareholders of other companies. + + + +We +are and, upon the completion of this offering, will continue to be a "controlled company" as defined under the Nasdaq Stock +Market Rules, because one of our shareholders, namely Soaring Fame holds more than 50% of our voting power. As a result, for so long +as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and may rely, on certain exemptions +from corporate governance rules of the Nasdaq Stock Market Rules including: + + + + + + + an + exemption from the rule that a majority of our Board of Directors must be independent directors; + + + + + + + + an + exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent + directors; and + + + + + + + + An + exemption from the rule that our director nominees must be selected or recommended solely by independent directors. + + + + + +The +exemption we intend to rely on is that our director nominees need not be selected or recommended solely by independent directors. As +a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. + + + +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 Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders +than they would enjoy if we complied fully with Nasdaq corporate governance listing standards. + + + +As +a foreign private issuer that has applied to list our Ordinary Shares on the Nasdaq Capital Market, we rely on a provision in the Nasdaq +corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. +This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements +applicable to U.S. companies listed on the Nasdaq Capital Market. + + + +Following this offering, we will rely on home +country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely; (i) there will not be a necessity +to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain +Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; +(b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than +public offerings. + + + +You +may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because +we are incorporated under Cayman Islands law. + + + +We +are an exempt company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by +our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights +of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors +to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands +is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are +generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary +duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent +in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United +States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate +a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments +obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of +a foreign court of competent jurisdiction without retrial on the merits. + + + +Shareholders +of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than +the Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. The +Amended and Restated Articles of Association have provisions that provide our Shareholders the right to inspect the register of members +without charge, and to receive the annual audited financial statements of our Company. Subject to the foregoing, our Directors are not +required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection +by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a +shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest. + + + + 21 + + + + + + + +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 U.S. states. Currently, we plan to rely on home country practice with respect to any corporate +governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations +applicable to U.S. domestic issuers. + + + +As +a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our +management, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in +a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies +incorporated in a U.S. state and their shareholders, see "Certain Cayman Islands Company Considerations — Differences in +Corporate Law." + + + +We +are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements. + + + +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 earlier. 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 Exchange Act, and as such we are exempt from certain provisions applicable to +United States domestic public companies. + + + +Because +we are a foreign private issuer under the Exchange Act, 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: + + + + + + + the + rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; + + + + + the + sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered + under the Exchange Act; + + + + + the + sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability + for insiders who profit from trades made in a short period of time; and + + + + + the + selective disclosure rules by issuers of material non-public information under Regulation FD. + + + + +We +will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish +our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq. +Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information +we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with +the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available +to you if you were investing in a U.S. domestic issuer. + + + +We +may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us. + + + +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, and, accordingly, the next determination will be made with respect +to us on June 30, 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 the loss of foreign private issuer status. If we lose our foreign private +issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which +are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy +requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery +provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance +requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur +significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer. + + + + 22 + + + + + + + +We +will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on +the Nasdaq Capital Market. + + + +We +will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an +emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of +the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements +will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we +expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial +time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming +a public company or the timing of such costs. + + + +In +addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for +public companies, increasing legal and financial compliance costs and making 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. + + + +If +we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations +or prevent fraud, and investor confidence. + + + +Effective +internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure +controls and procedures, is designed to prevent fraud. There can be no assurance that our internal controls will continue to be effectively +implemented. + + + +Our +failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements +that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors +to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the +Ordinary Shares. + + + +Certain +judgments obtained against us or our auditor by our shareholders may not be enforceable. + + + +We +are a Cayman Islands exempt company. Our operating subsidiaries are incorporated and are located in Malaysia and Singapore. Substantially +all of our assets are located outside of the United States. In addition, all of our current Directors and officers are nationals and +residents of countries other than the United States and substantially all of the assets of these persons are located outside the United +States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or +to enforce against us, our Directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated +upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful +in bringing an action of this kind, the laws of the Cayman Islands, Malaysia and Singapore may render you unable to enforce a judgment +against our assets or the assets of our Directors and officers. For more information regarding the relevant laws of the Cayman Islands, +Malaysia and Singapore, see "Enforceability of Civil Liabilities." As a result of all of the above, our shareholders may +have more difficulties in protecting their interests through actions against us, our officers, Directors or major shareholders, or our +auditor than would shareholders of a corporation incorporated in a jurisdiction in the United States. + + + + 23 + + + + + + + +ENFORCEABILITY +OF CIVIL LIABILITIES + + + +Our +Company is an exempt company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman +Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective +judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional +and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides +less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts. + + + +All +of our current operations are conducted outside of the United States and all of our current assets are located outside of the United +States, with the majority of our operations and current assets being located in Malaysia and Singapore. All of the Directors and Executive +Officers of our Company resides outside the United States and substantially all of their assets are located +outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon +us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, +including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory. + + + +We +have appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon +whom process may be served in any action brought against us under the securities laws of the United States. + + + +Cayman +Islands + + + +Conyers +Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman +Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are +predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought +in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. securities laws or the securities +laws of any U.S. state. + + + +We +have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained +in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement +or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment +in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable +(other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or +other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based +thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene +the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment +would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted +prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures +under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States +courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman +Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been +made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in +the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. + + + +Malaysia + + + +Lim +Partnership, our counsel with respect to Malaysian law, have advised us that there is uncertainty as to whether the courts of Malaysia +would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the +civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions +brought in Malaysia against us or our Directors or officers predicated upon the securities laws of the United States or any state in +the United States. + + + +We +have been advised by Lim Partnership that there are currently no statutes, treaties, or other forms of reciprocity between the United +States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment +cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable +Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign +judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal +Enforcement of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As +the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced +in Malaysia, a judgment obtained in the United States must be enforced by commencing fresh proceedings in a Malaysian court. The requirements +for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign +court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of +the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to +natural justice, and (vi) the judgment must be final and conclusive. + + + + 24 + + + + + + + +Singapore + + + +Loo & Partners LLP, our counsel +with respect to Singapore law, have advised us that there is uncertainty as to whether judgments of courts in the United States based +upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States will be +recognized and/or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will enter judgments in original +actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam +final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is +payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore +courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the +foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the recognition or enforcement +of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained +were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign +judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law. + + + +In +particular, the Singapore Courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, +fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions +of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions +of the United States federal and state securities laws that permit punitive damages against us and our Directors or Executive Officers, +we are unaware of any decision by the Singapore courts that has considered the specific issue of whether a judgment of a United States +court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States +is enforceable in Singapore. + + + +Further, +all of our Directors and Executive Officers reside outside the United States. In addition, a majority of our assets and the assets of +such persons are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained +in the United States against us or any of such persons, including judgments based on the civil liability provisions of the U.S. securities +laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for +investors to enforce liabilities based upon U.S. securities laws. + + + +Accordingly, +there can be no assurance that the Singapore courts would enforce against us, our Directors and/or our officers, judgments obtained in +the United States which based on the civil liability provisions of the federal securities laws of the United States. + + + + 25 + + + + + + + +USE +OF PROCEEDS + + + +Assuming the +sale of 2,250,000 of our Ordinary Shares in this offering, after deducting the estimated underwriting discounts, non-accountable expense +allowance and offering expenses payable by us, we expect to receive net proceeds of approximately US$6,910,625 from this offering. +We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders. + + + + + Gross + proceeds + + US$ + 10,125,000 + + + + Underwriting + discounts (6.5% of gross proceeds) + + US$ + 658,125 + + + + Underwriting + non-accountable expenses (1% of gross proceeds) + + US$ + 101,250 + + + + Underwriting + accountable expenses + + US$ + 155,000 + + + + Other + offering expenses + + US$ + 1,700,000 + + + + Net + proceeds + + US$ + 7,510,625 + + + + + +We +intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority. + + + + + Description + of Use + + Estimated + Amount + + of + Net Proceeds + + + + + Online + expansion of our retail network + + US$ + 150,213 + + + + 2 + % + + + Expansion + of our retail outlets + + US$ + 1,502,125 + + + + 20 + % + + + Geographical + expansion + + US$ + 976,381 + + + + 13 + % + + + Repayment + to shareholder + + US$ + 1,201,700 + + + + 16 + % + + + Reducing + gearing + + US$ + 2,553,613 + + + + 34 + % + + + Working + capital + + US$ + 1,126,593 + + + + 15 + % + + + Total + + US$ + 7,510,625 + + + + 100 + % + + + + + +For +online expansion of our retail network + + + +We +intend to use 2% of the net proceeds due to us to expand our retail network online. In this regard, we intend to boost our online +retail sales via our own selling platform and major online marketplaces. + + + +For +expansion and upgrading of our retail outlets + + + +We +intend to use 20% of the net proceeds due to us to look to open more physical outlet stores in Malaysia and Singapore apart from +upgrading the shopping experience of our existing physical outlet stores. + + + +For +geographical expansion + + + +We +intend to use 13% of the net proceeds due to us to expand our geographical footprint to other Southeast Asia countries. In this +regard, we intend to explore retail market opportunities in Indonesia as a starting point, both online and offline retail segments. + + + +Repayment +to shareholder + + + +We +intend to use up to 16% of the net proceeds due to us for the repayment of certain loans made from Mr. CC Pwa and Mr. CT Pwa to +us in connection with the payment of costs and expenses in connection with this offering and obtaining a listing of our Ordinary Shares +on the Nasdaq. The loans made from Mr CC Pwa and Mr. CT Pwa as at the date of this prospectus amounts to in aggregate of approximately +US$1.1 million and are interest free and are repayable on the earlier of a listing on NASDAQ or March 31, 2026. +As at the time of listing, the loans made from Mr. CC Pwa and Mr. CT Pwa that will be outstanding will amount to an aggregate of approximately +US$1.1 million. The Company will repay the entire outstanding amount of the loans after listing. + + + +Reduce +gearing + + + +We +intend to use 34% of the net proceeds due to us for the repayment of following bank borrowings so as to reduce our gearing details +of which are as follows: + + + + + + Bank + + Maturity + Date + + Interest + per annum + + Amount + outstanding as at + + December + 31, 2024 + + + Estimated + outstanding as at the time of listing(1) + + + 1. + Alliance + Bank Malaysia Berhad + + 2035 + + 6.67% + + RM706,484 + + RM702,635 + + + 2. + Alliance + Bank Malaysia Berhad + + 2026 + + 6.67% + + RM934,215 + + RM866,430 + + + 3. + Alliance + Bank Malaysia Berhad + + 2026 + + 3.50% + + RM175,827 + + RM117,694 + + + 4. + Alliance + Bank Malaysia Berhad + + 2027 + + 8.22% + + RM1,585,182 + + RM1,432,744 + + + 5. + United + Overseas Bank, Malaysia + + 2025 + + Between + 3.66% and 6.82% depending on nature of the facility + + RM + 3,012,261 + + RM3,005,546 + + + 6. + Standard + Chartered Bank Malaysia Berhad + + 2026 + + 13.0% + + RM + 176,663 + + RM94,590 + + + 7. + RHB + Bank Berhad + + 2026 + + 7.70% + + RM + 305,216 + + RM248,230 + + + 8. + AmBank + (M) Berhad + + 2027 + + Between + 5.50% and 6.17% depending on nature of the facility + + RM + 1,716,031 + + RM1,689,252 + + + 9. + Alliance + Bank Malaysia Berhad + + 2024 + + 6.30% + + RM1,499,999 + + RM1,499,999 + + + + Total + + RM10,111,878 + + RM9,657,120 + + + + + + +(1)We intend to repay all amounts payable as at the + time of listing after the listing with the proceeds from this offering. + + + +Working +capital + + + +The +balance of the net proceeds due to us for general working capital and corporate purposes. + + + +The +foregoing represents our current intentions based on our present plans and business conditions to use and allocate the net proceeds of +this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. +If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in +this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we +intend to invest our net proceeds in the short-term, interest-bearing bank deposits or debts instruments. + + + + 26 + + + + + + + +CAPITALIZATION + + + +The +following table sets forth our capitalization as of September 30, 2024 + + + + + + + on + an actual basis; and + + + + + + + + + + on + a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 2,250,000 Ordinary Shares in this offering + at an initial public offering price of US$4.50 per Ordinary Share, after deducting underwriting discounts and estimated offering + expenses payable by us. + + + + +The +pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject +to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with "Use of +Proceeds," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated +financial statements and related notes included elsewhere in this prospectus. + + + + + Shareholders Equity + Actual + As adjusted + + + + US$ + US$ + + + Ordinary Shares, par value US$0.001 per share, 500,000,000 Ordinary Shares authorized, 10,100,000 Ordinary Shares outstanding on an actual basis, 12,350,000 Ordinary Shares outstanding on an as adjusted basis + 11,410 + 12,350 + + + Additional paid-in capital + - + 8,622,027 + + + Merger reserve + 871,434 + 871,434 + + + Capital reserve + 1,109,653 + 1,109,653 + + + Translation reserve + 14,404 + 14,404 + + + Accumulated losses + (2,110,806) + (3,223,148 ) + + + Attributable to equity owners of the Company + (103,905) + 7,406,720 + + + Non-controlling interests + (162,436) + (162,436) + + + + + + + + Total Shareholders Equity + (266,341) + 7,244,284 + + + + + + + + Indebtedness + + + + + Bank borrowings + 6,507,676 + 6,507,676 + + + Directors loan + 526,424 + 526,424 + + + + + + + + Total Indebtedness + 7,034,100 + 7,034,100 + + + + + + + + Total Capitalization + 6,767,759 + 14,278,384 + + + + + + 27 + + + + + + + +DILUTION + + + +If +you invest in our Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering +price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that +the initial public offering price per Ordinary Share is substantially in excess of the book value per Ordinary Share attributable to +the existing shareholders for our presently outstanding Ordinary Share. + + + +Our negative net tangible book value as of +September 30, 2024 was US$266,341, or US$0.0264 per Ordinary Share as of that date. Net tangible book value represents +the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by +subtracting net tangible book value per Ordinary Share, after giving effect to the additional proceeds we will receive from this offering, +from the assumed initial public offering price of US$4.50 per Ordinary Share, which is the mid-point of the estimated initial public +offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated +offering expenses payable by us. + + + +Without taking into account any other changes in +net tangible book value after September 30, 2024, other than to give effect to our sale of the Ordinary Shares offered in this offering +at the assumed initial public offering price of US$4.50 per Ordinary Share, the mid-point of the estimated range of the initial public +offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro +forma as adjusted net tangible book value as of September 30, 2024 would have been US$7,244,284, or US$0.587 per Ordinary +Share. This represents an immediate increase in net tangible book value of US$0.613 per Ordinary Share to the existing shareholders +and an immediate dilution in net tangible book value of US$3.913 per Ordinary Share to investors purchasing Ordinary Shares in +this offering. + + + +The +following table illustrates this dilution on a per share basis to new investors. + + + + + + US$ + + + Assumed initial public offering price per share + 4.50 + + + Historical net tangible book value per share as of September 30, 2024 + (0.0264) + + + Increase in as adjusted net tangible book value per share attributable to the investors in this offering + 0.613 + + + Pro forma net tangible book value per share after giving effect to this offering + 7,244,284 + + + Dilution per share to new investors participating in this offering + 3.913 + + + + + +Each +US$1.00 increase (decrease) in the assumed public offering price of US$4.50 per Ordinary Share (being the mid-point of the offer price +range) would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$2,092,500, +the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by US$0.170 per Ordinary Share +and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by US$0.170 +per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, +and after deducting underwriting discounts and commissions and other offering expenses. + + + +The +following table summarizes, on a pro forma as adjusted basis as of September 30, 2024, the differences between existing shareholders +and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price +per Ordinary Share paid before deducting the underwriting discounts and commissions and estimated offering expenses. + + + + + + + Ordinary + Shares + + Purchased + + + Total + Consideration + + + Average + + Price Per + + Ordinary + + + + + + Number + + + Percent + + + Amount + + + Percent + + + Share + + + + Existing + shareholders + + + 10,100,000 + + + + 81.78 + % + + US$ + (266,341 + ) + + + (2.70 + )% + + US$ + (0.026 + ) + + + New + investors + + + 2,250,000 + + + + + 18.22 + + % + + US$ + 10,125,000 + + + + + 102.70 + + % + + US$ + 4.500 + + + + Total + + + 12,350,000 + + + + 100.00 + % + + US$ + 9,858,659 + + + + 100.00 + % + + + + + + + + + +The +pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this +offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this offering +determined at pricing. + + + + 28 + + + + + + + +SELECTED +CONSOLIDATED FINANCIAL AND OPERATING DATA + + + +The +following selected consolidated financial data for the financial years ended March 31, 2023 and 2024 have been derived from our +audited consolidated financial statements. The consolidated financial data as of September 30, 2023 and 2024 have been derived +from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The selected financial data +set forth below should be read in conjunction with, and are qualified by reference to "Management s Discussion and +Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto +included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with the +provisions of the International Financial Reporting Standards ("IFRS"). Our historical results do not necessarily +indicate results expected for any future period. + + + +For the Six Months Ended September 30, 2023 +and 2024 + + + +CONSOLIDATED STATEMENTS +OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS)/INCOME + + + + + + Six Months Ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Revenue + 24,937,659 + 21,723,751 + 5,244,243 + + + + + + + + + Cost of sales + (10,549,119) + (10,298,184) + (2,486,043) + + + + + + + + + Gross Profit + 14,388,540 + 11,425,567 + 2,758,200 + + + + + + + + + Other income + 109,575 + 95,642 + 23,089 + + + + + + + + + Selling and distribution expenses + (2,736,247) + (2,607,786) + (629,534) + + + + + + + + + Administrative expenses + (11,515,397) + (10,870,474) + (2,624,196) + + + + + + + + + Finance expenses + (1,023,053) + (863,962) + (208,565) + + + + + + + + + Loss before income tax + (776,582) + (2,821,013) + (681,006) + + + + + + + + + Income tax credit + - + 74,451 + 17,973 + + + + + + + + + Loss for the period + (776,582) + (2,746,562) + (663,033) + + + + + + + + + Other comprehensive loss + + + + + + Items that may be reclassified subsequently to profit or loss: + + + + + + Exchange differences on translating foreign operation + (20,759) + 129,846 + 31,346 + + + + (20,759) + 129,846 + 31,346 + + + + + + + + + Items that will not reclassified subsequently to profit or loss: + + + + + + Deferred tax + - + 343,493 + 82,921 + + + + - + 343,493 + 82,921 + + + + + + + + + Total comprehensive loss for the period + (797,341) + (2,273,223) + (548,766) + + + + + + + + + Loss attributable to: + + + + + + Equity owners of the Company + (545,478) + (2,546,902) + (614,837) + + + Non-controlling interests + (231,104) + (199,660) + (48,196) + + + Total + (776,582) + (2,746,562) + (663,033) + + + + + + + + + Total comprehensive loss attributable to: + + + + + + Equity owners of the Company + (557,934) + (2,125,501) + (513,109) + + + Non-controlling interests + (239,407) + (147,722) + (35,657) + + + Total + (797,341) + (2,273,223) + (548,766) + + + + + +For the Financial Years Ended March 31, 2023 and 2024 + + + +CONSOLIDATED +STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS)/INCOME + + + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Revenue + 58,212,076 + 59,325,095 + 12,556,904 + + + + + + + + + Cost of sales + (24,762,032) + (26,314,138) + (5,569,719) + + + + + + + + + Gross Profit + 33,450,044 + 33,010,957 + 6,987,185 + + + + + + + + + Other income + 778,614 + 213,951 + 45,285 + + + + + + + + + Selling and distribution expenses + (7,168,943) + (5,870,956) + (1,242,662) + + + + + + + + + Administrative expenses + (20,662,353) + (24,139,609) + (5,109,453) + + + + + + + + + Finance expenses + (1,942,079) + (2,041,001) + (432,004) + + + + + + + + + Profit before income tax + 4,455,283 + 1,173,342 + 248,351 + + + + + + + + + Income tax expense + - + (918,383 +) + (194,387 +) + + + + + + + + + Profit for the year + 4,455,283 + 254,959 + 53,964 + + + + + + + + + Other comprehensive loss + + + + + + Items that may be reclassified subsequently to profit or + loss: + + + + + + Exchange differences on translating foreign operation + (23,074) + (40,366) + (8,544) + + + + (23,074) + (40,366) + (8,544) + + + + + + + + + Items that will not be reclassified subsequently to profit or loss: + + + + + + Fair value changes on property, plant and equipment arising from revaluation, net + 1,858,866 + (422,570) + (89,443) + + + + 1,858,866 + (422,570) + (89,443) + + + + + + + + + Total comprehensive profit/(loss) for the year + 6,291,075 + (207,977) + (44,023) + + + + + + + + + Profit attributable to: + + + + + + Equity owners of the Company + 4,500,596 + 489,408 + 103,588 + + + Non-controlling interests + (45,313) + (234,449) + (49,624) + + + Total + 4,455,283 + 254,959 + 53,964 + + + + + + + + + Total comprehensive profit/(loss) attributable to: + + + + + + Equity owners of the Company + 6,345,618 + 42,618 + 9,019 + + + Non-controlling interests + (54,543) + (250,595) + (53,042) + + + Total + 6,291,075 + (207,977) + (44,023) + + + + + + 29 + + + + + + + +CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS +DATA + +As of September 30, 2024 + + + + + + 2024 + 2024 + + + + RM + USD + + + ASSETS + + + + + + + + + + Property, plant and equipment, net + 19,640,657 + 4,741,371 + + + Total non-current assets + 28,850,932 + 6,964,786 + + + Cash and cash equivalents + 1,378,576 + 332,797 + + + Total current assets + 17,242,011 + 4,162,325 + + + + + + + + Total assets + 46,092,943 + 11,127,111 + + + + + + + + LIABILITIES AND EQUITY + + + + + + + + + + Total current liabilities + 34,858,118 + 8,414,957 + + + Total non-current labilities + 12,338,119 + 2,978,495 + + + + + + + + Total liabilities + 47,196,237 + 11,393,452 + + + + + + + + Total deficit + (1,103,294) + (266,341) + + + + + +CONSOLIDATED +STATEMENTS OF FINANCIAL POSITIONS DATA + +As +of March 31, 2023 and 2024 + + + + + + + 2023 + 2024 + 2024 + + + + + RM + RM + USD + + + ASSETS + + + + + + + + + + + + + + Property, plant and equipment, net + + 20,820,141 + 20,380,980 + 4,313,891 + + + Total non-current assets + + 33,465,858 + 31,709,869 + 6,711,793 + + + Cash and cash equivalents + + 1,606,997 + 1,896,439 + 401,405 + + + Total current assets + + 15,444,785 + 19,511,991 + 4,129,958 + + + + + + + + + + Total assets + + 48,910,643 + 51,221,860 + 10,841,751 + + + + + + + + + + LIABILITIES AND EQUITY + + + + + + + + + + + + + + Total current liabilities + + 29,886,981 + 35,784,777 + 7,574,297 + + + Total non-current labilities + + 17,645,756 + 14,267,154 + 3,019,824 + + + + + + + + + + Total liabilities + + 47,532,737 + 50,051,931 + 10,594,121 + + + + + + + + + + Total equity + + 1,377,906 + 1,169,929 + 247,630 + + + + + +CONSOLIDATED STATEMENTS OF CASH FLOWS + +For the six months ended September 30, 2023 +and 2024 + + + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Net + cash from operating activities + 6,619,290 + 3,879,086 + 936,435 + + + + + + + + + Net + cash (used in)/generated from investing activities + (1,494,144) + 844,226 + 203,801 + + + + + + + + + Net + cash used in financing activities + (5,280,157) + (5,553,675) + (1,340,690) + + + + + + + + + Net + decrease in cash and cash equivalents + (155,011) + (830,363) + (200,454) + + + + + + + + + Cash + and cash equivalents at beginning of period + 891,826 + 1,119,887 + 270,347 + + + Cash + and cash equivalents at end of period + 736,815 + 289,524 + 69,893 + + + + + +CONSOLIDATED +STATEMENTS OF CASH FLOWS + +For +the financial years ended March 31, 2023 and 2024 + + + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Net cash from operating activities + 8,218,166 + 10,981,242 + 2,324,319 + + + + + + + + + Net cash used in investing activities + (2,651,309) + (1,504,442) + (318,434) + + + + + + + + + Net cash used in financing activities + (4,964,872) + (9,248,739) + (1,957,613) + + + + + + + + + Net increase in cash and cash equivalents + 601,985 + 228,061 + 48,272 + + + + + + + + + Cash and cash equivalents at beginning of year + 289,841 + 891,826 + 188,766 + + + Cash and cash equivalents at end of year + 891,826 + 1,119,887 + 237,038 + + + + + + 30 + + + + + + + +DIVIDEND +POLICY + + + +While +we currently have no plans to distribute dividends, in the event we consider distributing a dividend in the future, our Board shall take +into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: +(a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; +(e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; +(i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of +Directors may consider relevant. The payment of dividends will be determined at the discretion of our board of directors, and is also +subject to Cayman Islands law and our articles of association, as amended from time to time. Under the laws of the Cayman Islands, a +Cayman Islands company may pay a dividend out of profits or its share premium account, provided that in no circumstances may a dividend +be paid out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company +shall be able to pay its debts as they fall due in the ordinary course of business. Currently, we do not have any predetermined dividend +distribution ratio. + + + +Even +if our board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, +capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of Directors +may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiary +to pay dividends on our Ordinary Shares. + + + +There +are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation +of our significant subsidiaries that would affect the payment or remittance of dividends. + + + +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 the section +entitled "Selected Consolidated Financial and Operating Data" and our consolidated financial statements and the related notes +included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our +actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as +a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. + + + +COR3 +& Co. (Holdings) Limited was formed on March 14, 2023 under the laws of the Cayman Islands. Our founding operating entity, HI Style +(M) was founded in 2008. We are principally engaged in the retail of fashion apparel through our four brands, (i) HI Style, (ii) Fave, +(iii) SUB and (iv) Bottled Dream. HI Style focuses on menswear products while Fave focuses on womenswear products. SUB is a brand designed +for those seeking high quality material clothing and timeless apparel options, while Bottled Dream caters to the preferences of our younger +customers seeking a more casual look and feel. + + + +We +are committed to providing our customers with affordable, trendy, and comfortable clothing that fits their lifestyle. We empower our +customers to express themselves through fashion by connecting them with a diverse range of fashion products. We sell over 1,400 and 4,300 +products across our (i) e-commence platforms (our website and our app, namely, the "HI STYLE App") and (ii) retail stores +respectively. We operate 37 retail stores, employing more than 240 staff across Malaysia and Singapore. We believe our retail +strategy allows us to interact more directly with and gain insights from our customers while providing us with greater control of our +brand. + + + + 31 + + + + + + + +Our +products consist of knitted and woven apparels such as t-shirts, trousers, hoodies, jackets, dresses and shorts for men and women. + + + +Our +vision is to offer fashionable apparel products at affordable prices and reliable quality, improve the satisfaction of our customers, +and provide opportunities for growth for our employees. The founding principles established by our founders drive our distinctive corporate +culture and promote a set of core values that attracts passionate and motivated employees. We believe the passion and dedication of our +management and employees allow us to successfully execute our business strategy, enhance brand loyalty and create a distinctive connection +with our customers. To this end, we have successfully achieved ISO 9001:2015 certification. This certification affirms that organizations +attaining it have effectively showcased their capability to consistently deliver products and services that align with customer requirements, +while actively striving to improve customer satisfaction. + + + +Key +Factors Affecting Operating Results + + + +We +believe the key factors affecting our financial condition and results of operations include the following: + + + +Brand +Name + + + +Brand +image is a key factor in consumer purchasing decisions for fashion apparel. We are committed to building our brands through the introduction +of stylish and quality designs as well as through our promotional activities. We derive substantially all of our revenues from sales +of our fashion apparel in Malaysia and Singapore, and our success depends on market perception and acceptance of our brands, the culture, +lifestyle and images associated with the brand. If we are unable to successfully promote and maintain our brands, our business and the +results of operations may be materially and adversely affected. Any negative publicity or disputes in Malaysia or Singapore regarding +our brands, our products, our company, our management, our sponsored organizations or individuals, or our distributors or sub-distributors +could materially and adversely affect public perception of our brands, which in turn could materially and adversely affect our business +and results of operations. + + + +Manufacturing +and Production + + + +All +of our apparel products were produced by third-party manufacturers located in the PRC and Bangladesh. As such, we rely heavily on the +ability and efficiency of third-party manufacturers to produce apparel products for us and therefore play a vital role in our business +operations. Despite this reliance, we have not faced any disruptions to our business when ordering supplies from these manufacturers. +We have a list of manufacturers in Bangladesh, the PRC and Malaysia whom we can use in the event that material issues arise from any +of our manufacturers located in Malaysia, the PRC and Bangladesh. Accordingly, we do not foresee any material disruptions based on this +reliance. We do not enter into any long-term contracts with our third-party manufacturers and instead we engage them on a case-by-case +basis depending on our needs and requirements. There is no assurance that all or any of our third-party manufacturers will continue to +produce apparel products for us of our desired quality and quantity, in a timely manner and on terms commercially acceptable to us. Any +disruption to our third-party manufacturers production may inevitably have an impact on their ability to produce the apparels +products in line with our requirements. If any of our third-party manufacturers terminates its business relationship with us or if there +were changes to the current business arrangements, we may be unable to source stable and suitable products from comparable alternative +third-party manufacturers in a timely manner or on terms commercially acceptable to us. Any of the above may result in production delay +which would adversely affect our ability to fulfil customer s demand and in turn adversely affect our sales and profitability. + + + +Further, +as we have not entered into any long-term contract with our third-party manufacturers, the terms of services provided by them may also +be susceptible to fluctuations with regard to pricing, timing and quality. Any increase in these factors may be passed on to us but we +might not be able to pass on all or any of the increase in costs to our customers, which may have material adverse effect on our financial +performance. + + + + 32 + + + + + + + +Warehousing +Facility + + + +We +have only one primary warehousing facility located in Negeri Sembilan, Malaysia, in which we store substantially all products procured +from our suppliers. Power failures or disruptions, the breakdown, failure or substandard performance of equipment, and the destruction +of buildings and other facilities due to fire or natural disasters such as flood, droughts or earthquakes would severely affect our ability +to continue our operations. In the event of such disruptions, we may not be able to find suitable alternatives on a timely basis and +at reasonable cost, which could have a material adverse effect on our business and results of operations. + + + +Quality +Control and Management + + + +We +rely on our internal quality control system to ensure the levels of quality in different areas of our services, in particular, our clothing +products. If there is any significant failure or deterioration of our product quality, such failure and any subsequent negative publicity, +could result in the loss of sales, which could have a material adverse effect on our business reputation, results of operations and financial +condition. + + + +Ability +to Design + + + +We +believe that our success is, to a significant extent, attributable to the ability of our Group s design and product development +teams to understand the clothing apparel markets and to design desirable apparel products which are responsive and that keeps abreast +with the changes in consumers preference. Due to the highly subjective nature of the apparels market and the rapid change in trends +for apparel, we may be unable to capture or predict the future fashion or color trend and continue to develop appealing designs for our +customers. If we fail to (i) capture, predict or respond timely to our customers preference; or (ii) introduce appealing and commercially +viable apparel designs in a timely manner, our business and results of operations may be adversely affected. + + + +Business +Objectives and Expansion Plans + + + +Our +business objectives are accomplished by implementing various future business plans. Our Directors believe that our future success depends +on our ability to continually expand our base of manufacturers and broaden our product offerings. However, such expansion plan is formulated +based on assumptions as to the occurrence of certain future events, which may or may not materialize, and thus it is subject to a series +of uncertainties and risks, including but not limited to: + + + + + + + lack + of sufficient capital financing and potential ongoing financial obligations; + + + + + + + + + + failure + to achieve the intended level of profitability; + + + + + + + + + + delays + or difficulties in securing suitable new third-party manufacturers; and + + + + + + + + + + diversion + of resources and management attention. + + + + +As +such, there is no assurance that our expansion plan will materialize within the planned time frame, or at all, or that our business objectives +will be fully or partially accomplished. In the event that we fail to accomplish our expansion plan or to do so in a timely manner, we +may not be able to achieve our planned future business growth and our operating results may be adversely affected. + + + +We +expect to incur significant costs in connection with the expansion of our business, in particular, for our online stores. If we are unable +to generate sufficient revenue from our business or our financial needs are larger than expected, we may need to raise funds from debt +or equity financing means. Alternatively, we may need to make certain modifications to our current intended use of proceeds, which could +have an adverse effect on our operations and future profitability. + + + +We +also face the risk that our existing management staff, design and development capabilities, and internal control systems and other systems +and procedures may be inadequate to support our expansion plan. If we fail to continue to improve our infrastructure, management or operational +systems required to support our expansion plan, we may be unable to achieve our expansion objectives and our business operations may +be seriously harmed. + + + + 33 + + + + + + + +Re-occurrence +of COVID-19 pandemic + + + +The +global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 had disrupted our operations, and the operations +of our customers, suppliers and/or subcontractors during the period when quarantine, travel restrictions, social distancing and other +preventive measures were put in place globally. Although COVID-19 is no longer a pandemic and is generally under control despite the +emergence of more transmissible but less virulent strains, if COVID-19 and other variants thereof once again becomes more severe, our +operations and financial results and those of our customers, suppliers and subcontractors may be materially and adversely affected. + + + +Fluctuations +of Foreign Currency Exchange Rates + + + +Our +business is exposed to certain foreign currency exchange risks as our reporting currency is the Malaysian Ringgit and Singapore +dollar and our sales and procurement were denominated in Malaysian Ringgit and United States dollar in the financial years ended +March 31, 2024 and 2023 as well as the six months ended September 30, 2024. To the extent that our Group s sales and purchases and operating costs +are not denominated in the same currency and to the extent that there are timing differences between invoicing and payment from our +suppliers, we may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our +reporting currency. + + + +Leases +Continuity + + + +We +lease most of the properties for our retail outlets. Accordingly, rental costs account for a significant portion of our operating expenses. + + + +Lease +agreements for our retail outlets typically have an initial term ranging from two to three years or even longer. Some of our lease +agreements provide that the rent will increase within the initial term or after the initial term at a fixed rate or at the then prevailing +market rate. If we fail to renew any of our existing leases, we will have to identify alternative premises. Our business operations may +be interrupted as a result of the relocation, and we may incur additional costs and expenses in connection with the restoration and/or +relocation. + + + +Further, +if a lease agreement is renewed at a rate substantially higher than the existing rate or any existing favorable terms granted by the +landlord, if any, is not extended, we must evaluate whether renewal on such modified terms is in our interest. If we are unable to renew +leases for our retail outlets, we will have to close or relocate the relevant retail outlet, which would lead to loss of sales during +the period of closure, write-off of fixed assets and could subject us to installation and renovation costs and other costs and risks. +In addition, the revenue and any profit generated at a relocated retail outlet may be less than the revenue and profit previously generated +at the closed retail outlet. Therefore, any inability to renew existing leases on commercially acceptable terms could adversely affect +our business, results of operations and financial condition. We also compete with other retailers for prime locations in a highly competitive +market for premises. There is no assurance that we will be able to enter into new lease agreements for attractive locations or renew +existing lease agreements on commercially reasonable terms, if at all. Therefore, any inability to obtain leases for desirable retail +outlets on commercially reasonable terms could adversely affect our business, results of operations and financial conditions. + + + + 34 + + + + + + + +Information +Technology System + + + +Our +Group has installed a point-of-sale software system ("POS System") at each of our retail outlets and central office. We will +rely on the POS System to monitor the daily operations of our retail outlets and to collect accurate up-to-date financial and operating +data for business analysis. Any damage or failure of our system including hardware and software failures, and computer viruses that causes +an interruption to our operations could have a material adverse effect on our business and results of operations. + + + +Seasonality + + + +Our +results from operations are affected by seasonal fluctuations in demand for our products. We usually experience higher sales volume in +the time leading to Christmas, Deepavali, Muslim Ramadan festivals and Chinese New Year holidays, as well as around the few major online +shopping holidays in the PRC. Moreover, sales of certain products are subject to seasonality by nature. For example, sales of jackets +are generally higher in monsoon seasons, and our fashion collection before the Chinese New Year and Christmas would be designed with +consideration to themes or festival-related colors to boost sales volume. Accordingly, various aspects of our operations, including sales, +production capacity and utilization, working capital and operating cashflow, are exposed to the risks associated with seasonal fluctuations +in demand for our products pattern, and our quarterly or half-year results may not reflect our full-year results. + + + +Inventory +Control + + + +We +monitor the inventory information of our sales and retail network by conducting inventory-taking periodically and reviewing sales reports +to understand our general inventory levels. However, we may be unable to accurately track the inventory level of our sales and retail +or to identify any excessive inventory build-up at various levels of our sales and retail network. In addition, we may be unable to sell +adequate amounts of our inventories in a given period, which may result in a build-up of inventory. We face higher risks of excessive +or obsolescent inventories when we launch new products as the market reception to the products is uncertain. + + + +Revenues. + + + +We +sell our fashion apparel and merchandise predominantly through our direct retail stores. The main apparel products that we sell to our +customers are knitted and woven apparels such as t-shirts, trousers, hoodies, jackets, dresses, shorts for men and women. + + + +We +derive revenues from the sale of menswear and womenswear under our own brands through E-commence platforms (websites and app), and our +direct retail stores. Our revenues are stated net of GST, discounts, rebates and returns. + + + +Direct +Retail Store Sales. Our revenues derive mainly from sales through our direct retail stores. We recognize revenues from sales of our +products in our direct stores at the end of each month in which such products are sold to the end-consumers. Direct store sales are comprised +of sales proceeds from end-consumers less, GST, discounts, rebates and returns. We recognize expenses relating to our direct stores as +selling and distribution expenses. Mr CC Pwa and Mr CK Pwa are well verse in setting up and controlling the operations of stores for +retail business, including marketing strategies, store lay-out and fashion concept, services quality of sales personnel training and +pricing strategies. We expect that sales through direct retail stores will continue to constitute a substantial majority of our total +revenues for the foreseeable future. + + + +E-Commence +Platforms Sales. All brands of products are available for E-Commence Platforms. We expect that sales through E-Commence Platforms +will potentially significant and constitute an important element for our online and offline marketing strategies that drive our +business growth in the foreseeable future. We recognize these revenues when the risk or ownership of our products is transferred to the +customers, which are typically when our products are delivered to them. We allow our customers to return or interchange products on specific +reasonable reasons only, example : defective or wrong delivery as well as the respective online market place requirement. + + + + 35 + + + + + + + +Cost +of Sales. + + + +Cost +of sales comprises costs of purchasing of the finished apparel, inward charges and impairment or provision for slow-moving inventory. +Cost of sales is recognized when revenues from the corresponding product are recognized. Our costs of purchasing are dependent on the +volume and product mix of the products ordered. We are able to manage our purchasing costs by maintaining close relations with multiple +purchasing companies. In addition, we typically order in sizeable volumes from our purchasing companies to achieve economic of scales +and bulk purchasing preferred pricing. We believe that we will be able to offset the negative impact of increase purchasing costs by +passing the increased costs to our customers, as we have done in the past. In addition, as our sales are expected to grow. we expect +to be able to negotiate more preferred terms as the volume of our purchases increase. + + + +Provision +for Slow-moving Inventory. + + + +We +make provision for slow-moving inventory for products that remain unsold after 18 months received by us from suppliers. We typically +have approximately 3 - 5% more inventory than the sales that we forecasted for each season so as to meet any ad hoc good demands. Our +policy provision for slow-moving inventory is as below : + + + + + Inventory + Age Group + + % + of provision, on cost + + + 18 + to 24 months + + 25% + + + Above + 24 months but below 30 months + + 50% + + + 30 + months and above + + 100% + + + + +We +have been making adequate provision for slow-moving inventory in accordance to the aforesaid provision policy for each closing of financial +periods/years. + + + +Other +Income. + + + +Other +income comprises mainly wages subsidy from Malaysia Government, Singapore Government Grants, rent concessions, gain on disposal of fixed +assets and interest income from bank balances. + + + +The +Wage Subsidy Program is financial assistance introduced in Malaysia that paid to employers and helps those employers that affected economically +by the COVID-19 pandemic to continue operations and to avoid the loss of jobs and income streams for all enterprises. + + + +The +Singapore Government Grants consist of Jobs Support Scheme and Jobs Growth Incentive which provides wage support and helps employers +retain their local employees during the period of economic uncertainty and supports employers to accelerate their hiring of local workforce, +so as to create good and long-term jobs for locals. + + + +Rent +concessions have been granted to us by landlords due to the results of COVID-19 pandemic. Such concessions might take a variety of forms, +including payment holidays and deferral of lease payments. + + + +Operating +Expenses. + + + +Operating +expenses comprise selling and distribution expenses and administrative expenses. + + + +Selling +and Distribution Expenses. Selling and distribution expenses comprise advertisement, including sales and marketing costs, deliver +and handling charges, exhibition and fashion fair expenses, online sales and E-Commence charges and the cost of outward deliveries, +retail stores related expenses such as short-term rental expenses and transportation charges. + + + +Administrative +Expenses. Administrative expenses comprise personnel costs, depreciation of right-to-use, depreciation of property, plant and equipment, +online platform charges, office-related expenses and others. + + + +Apart +from the general inflation of cost factors, we expect +our operating expenses will increase over time as we continue to grow our business. The selling and distribution expenses are expected +to increase as we continue to grow our online and offline businesses. While our administrative expenses are expected to increase, in +line with the additional personnel and other costs related to the anticipated growth of our business and expansion objectives, +as well as the higher costs of operating as a public listed company. + + + +Finance +Costs. + + + +Finance +costs comprise interest expenses on lease liabilities and interest-bearing bank borrowings in relation to working capital purposes. + + + +Taxation + + + +Cayman +Islands. Our holding company in the Cayman Islands is not subject to income or capital gains tax. + + + +British +Virgin Islands. Our wholly owned subsidiary, Treasure Zenith Limited, formed in the British Virgin Islands, is not subject to +income or capital gains tax. + + + +Malaysia. +All of our subsidiaries incorporated in Malaysia are subjected to Malaysia taxation. + + + +Singapore. +Subsidiary incorporated in Singapore is subjected to Singapore taxation. + + + + 36 + + + + + + + +COVID-19 +Affecting Our Results of Operations + + + +On +March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The COVID-19 pandemic has resulted in the implementation +of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of +the virus. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily +closing businesses. + + + +As +of the date of this prospectus, the daily life of Malaysia and Singapore residents have largely resumed to pre-COVID-19 levels. We consider +that the impact of the COVID-19 pandemic has been alleviated. We will continue to closely monitor further effects that could be +caused by the COVID-19 pandemic on the Group s operations and financial position. + + + +Results +of Operations + + + +Comparison of Results of Operations for the +Six Months Ended September 30, 2023 and 2024 + + + +The following table summarizes the results of +our operations in RM during the six months ended September 30, 2023 and 2024 respectively. + + + + + + For + the Six + Months + Ended + September 30, + 2023 + + For + the Six + Months + Ended + September 30, + 2024 + + Variance + + + + + RM + RM + RM + % + + + + + + + + + + + + Revenue + 24,937,659 + 21,723,751 + (3,213,908) + (12.9)% + + + + Cost of sales + (10,549,119) + (10,298,184) + (250,935) + (2.4)% + + + + + + + + + + + + Gross Profit + 14,388,540 + 11,425,567 + (2,962,973) + (20.6)% + + + + + + + + + + + + Other income + 109,575 + 95,642 + (13,933) + (12.7)% + + + + + + + + + + + + Selling and distribution expenses + (2,736,247) + (2,607,786) + (128,461) + (4.7)% + + + + Administration expenses + (11,515,397) + (10,870,474) + (644,923) + (5.6)% + + + + + + + + + + + + Finance expenses + (1,023,053) + (863,962) + (159,091) + (15.6)% + + + + + + + + + + + + Loss before income tax + (776,582) + (2,821,013) + 2,044,431 + >100% + + + + + + + + + + + + Income tax credit + - + 74,451 + 74,451 + N.M + + + + + + + + + + + + Loss for the period + (776,582) + (2,746,562) + 1,969,980 + N.M + + + + + + +N.M = Not meaningful + + + +Revenue + + + +The following table sets out the breakdown +of revenue generated by our product segments: + + + +For the six months ended September 30, 2023 and 2024 + + + + + + For + the six + months + ended + September 30, 2023 + + For + the six + months + ended + September 30, 2024 + + Variance + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + Menswear + 13,838,145 + 55.6% + 12,325,239 + 56.7% + (1,512,906) + (10.9)% + + + Womenswear + 11,099,514 + 44.4% + 9,398,512 + 43.3% + (1,701,002) + (15.3)% + + + Total + 24,937,659 + 100% + 21,723,751 + 100% + (3,213,908) + (12.9)% + + + + + +Generally, our business is +affected by seasonal fluctuations from the months of April to October each year as this is the period whereby retail business is at +its lowest in Malaysia and Singapore. The retail spending is usually also influenced by uncertain economic conditions, in +particular we believe that consumers will be more mindful on spending when the cost of is increasing along with increasing interest +rates and other factors. As part of the global economy, the fashion market in the retail segment of Malaysia and Singapore have been +inevitably affected by the recent escalation of interest rates and cost inflation. We believe that our business has been operated in +a more manageable manner because of the years of experience and business agility of management. Our revenues were approximately +RM21.7 million during the current low spending season for the six month period ended September 30, 2024, with a decrease of +approximately RM3.2 million, which represented a decrease of 12.9% compared to the six month period ended September 30, 2023 of +approximately RM24.9 million. + + + +In terms of product sales mix, menswear +and womenswear sales mix ratio remained fairly consistent for the both segments, during the six months periods ended September 30, 2023 +and 2024. In general, menswear and womenswear product sales mix ratio is ranging from 55:45 to 65:35 in our business history. + + + +Below is a breakdown of our revenue +by our E-commerce platforms and direct retail stores for the six months ended September 30, 2023 and 2024: + + + + 37 + + + + + + + +For the six months ended September 30, 2023 +and 2024 + + + + + + For + the six + months + ended + September 30, 2023 + + For + the six + months + ended + September 30, 2024 + + Variance + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + E-commerce platforms (websites and app) + 568,325 + 2.3% + 658,129 + 3.0% + 89,804 + 15.8% + + + Retail stores + 24,369,334 + 97.7% + 21,065,622 + 97.0% + (3,303,712) + (13.6)% + + + Total + 24,937,659 + 100% + 21,723,751 + 100% + (3,213,908) + (12.9)% + + + + + +Our sales channels are +predominantly via direct retail stores, as we are well versed in managing mall outlets and dealing with landlords or lessors for +securing strategic stores location. + + + +The decrease in sales revenues +derived from direct retail stores of 13.6% were fairly in line with the drop in overall revenue of 12.9% for the six months ended +September 30, 2024 versus the same period of time in 2023. In view of the rapid development of digital and social media online +selling in the recent years, E-commerce selling platforms surged to be one of our business growth drivers, which show a 15.8% +increase in revenue for the six months ended September 30, 2024 versus the same period of time in 2023. We are developing our +E-commerce selling capability progressively, without excessive spending. The sales mix ratio for direct retail stores and E-commence +platforms selling remained fairly consistent for both segments, during the six months ended September 30, 2024 and 2023. + + + +Cost of Sales and Gross Profit + + + +Cost +of sales marginally decreased by 2.4% from approximately RM10.5 million for the six months ended September 30, 2023 to approximately RM10.3 million +for the six months ended September 30, 2024. + + + +Overall, the cost of sales +dropped less versus the revenue decreased of 12.9%. This explained the reduction in gross profit margin from 57.7% in the six +months ended September 30, 2023 to 52.6% in the six months ended September 30, 2024. A lower gross profit margin achieved in the six months ended September 30, 2024 mainly due to increase in cost of materials and manufacturing +that resulted in higher cost of procurement. + + + +Gross profit decreased by 20.6% from +approximately RM14.4 million for the six months ended September 30, 2023 to approximately RM11.4 million for the six months September +30, 2024. The decrease was in line with the revenue decreased, coupled with a lower gross profit margin attained as aforesaid reasons. + + + +Other Income + + + +Other income for both periods of September 30, 2024 and 2023 have been fairly consistent. + + + +Selling and Distribution Expenses + + + +Selling and distribution expenses decreased by 4.7% from approximately RM2.7 million for the six months ended September 30, 2023 to approximately +RM2.6 million for the six months ended September 30, 2024, mainly due to lower short term rental cum low-value leases related expenses +in the six months ended September 30, 2024. Our direct retail stores short term rental and low value leases were decreased by 5.1% from +approximately RM2.3 million in the six months ended September 30, 2023 to approximately RM 2.2 million in the six months ended September +30, 2024, as a result of less leases or renewal of leases were being contracted in short term tenure versus in 2023 (reduced by 1 retail +store number). In accordance to IFRS, The Group has elected to recognize right-of-use assets and lease liabilities for those lease term +of more than 12 months and non-low value leases instead of expense off. + + + +Administration Expenses + + + +Administrative +expenses decreased by 5.6% from approximately RM11.5 million for the six months ended September 30, 2023 to approximately RM10.9 million +for the six months ended September 30, 2024. This decrease was primarily due to: + + + + + + a. + Lower + staff and personnel related costs of approximately RM0.2 million, due to decrease of average headcount from 247 persons for six months + ended September 30, 2023 to 240 persons for the six months ended September 30, 2024, + + + + b. + Decrease + in upkeep and maintenance of approximately RM0.2 million for the six months ended September 30, 2024 for minimal spending measures + reason, and + + + + c. + Lower + depreciation charge on right of use of approximately RM0.3 million, due to discontinue of 3 long-term leases for the six months ended + September 30, 2024. In accordance to IFRS, the Group has elected to recognize right-of-use assets and lease liabilities for leases + that have lease term of over 12 months and non-low value leases. + + + + +Finance +Expenses + + + +Finance +costs decreased by 15.6% from approximately RM1.0 million for the six months ended September 30, 2023 to approximately RM0.9 million +for the six months ended September 30, 2024. This decrease was primarily due to the decrease in lease liabilities interest expenses, +as a result of lower lease liabilities committed during the six months ended September 30, 2024, coupled with the reduction of interest +on bank borrowings due to repayment of more loan principal sums of the current period. + + + +Income +Tax Credit + + + +Our +income tax expenses were nil for six months ended September 30, 2023, due to nil tax chargeable profit. However, there +is an income tax credit for the six months ended September 30, 2024 due to reversal of accounting temporary differences. + + + +Loss +For The Period + + + +As +a result of the foregoing, we incurred a loss for the period of approximately RM0.8 million for the six months ended September 30, 2023, +and approximately RM2.7 million for the six months ended September 30, 2024 respectively. + + + +Comparison +of Results of Operations for the Financial Years Ended March 31, 2023 and 2024 + + + +The +following table summarizes the results of our operations in RM during the financial years ended March 31, 2023 and 2024 respectively. + + + + + + For + the financial + +year ended + March + 31, 2023 + + For + the financial + + year ended + March + 31, 2024 + + Variance + + + + RM + RM + RM + % + + + Revenue + 58,212,076 + 59,325,095 + 1,113,019 + 1.9% + + + Cost of sales + (24,762,032) + (26,314,138) + 1,552,106 + 6.3% + + + + + + + + + + Gross Profit + 33,450,044 + 33,010,957 + (439,087) + (1.3)% + + + + + + + + + + Other income + 778,614 + 213,951 + (564,663) + (72.5)% + + + + + + + + + + Selling and distribution expenses + (7,168,943) + (5,870,956) + (1,297,987) + (18.1)% + + + + + + + + + + Administrative expenses + (20,662,353) + (24,139,609) + 3,477,256 + 16.8% + + + + + + + + + + Finance expenses + (1,942,079) + (2,041,001) + 98,922 + 5.1% + + + + + + + + + + Profit before income tax + 4,455,283 + 1,173,342 + (3,281,941) + (73.7)% + + + + + + + + + + Income tax expense + - + (918,383 +) + (918,383) + >100 +% + + + + + + + + + + Profit for the year + 4,455,283 + 254,959 + (4,200,324) + (94.3)% + + + + + + 38 + + + + + + + +Revenue + + + +The +following table sets out the breakdown of revenue generated by our product segments: + + + +For +the financial years ended March 31, 2023 and 2024 + + + + + + Financial + year ended + + March 31, + 2023 + + Financial + year ended + + March 31, + 2024 + + +Variance + + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + Menswear + 32,575,193 + 56.0% + 34,251,959 + 57.7% + 1,676,766 + 5.1% + + + Womenswear + 25,636,883 + 44.0% + 25,073,136 + 42.3% + (563,747) + (2.2)% + + + Total + 58,212,076 + 100% + 59,325,095 + 100% + 1,113,019 + 1.9% + + + + + +We +manage to achieve revenue of approximately RM59.3 million for the financial year ended March 31, 2024, with a marginal increase of approximately +RM1.1 million, which represented an increase of 1.9% compared to the financial year ended March 31, 2023 of approximately RM58.2 million. + + + +From +the product sales mix analysis above, menswear and womenswear sales mix ratio remained fairly consistent for both segments, during +the financial years ended March 31, 2023 and 2024. In general, menswear and womenswear product sales mix ratio is ranging from 55:45 +to 65:35 in our business history. + + + +Below +is a breakdown of our revenue by E-commerce platforms and direct retail stores for the financial years March 31, 2023 and 2024 +: + + + +For +the financial years ended March 31, 2023 and 2024 + + + + + + Financial + year ended + + March 31, + 2023 + + Financial + year ended + + March 31, + 2024 + + +Variance + + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + E-commerce platforms (websites and app) + 1,248,535 + 2.1% + 1,237,136 + 2.1% + (11,399) + (0.9)% + + + Retail stores + 56,963,541 + 97.9% + 58,087,959 + 97.9% + 1,124,418 + 2.0% + + + Total + 58,212,076 + 100% + 59,325,095 + 100% + 1,113,019 + 1.9% + + + + + + + +Our +sales channels predominantly from direct retail stores, as we have been building this business strength from our inception +of the business. + + + +Sales +revenues derived from direct retail stores were fairly consistent with a marginal variance increase of 2.0% for the financial year ended +March 31, 2024 versus 2023, in line with the overall revenue increase. Sales revenues derived from E-commence platforms were fairly consistent +with (0.9)% variance decrease for the financial years ended March 31, 2024 versus 2023. Our ongoing efforts to develop E-commence selling +capability have been steadily progressing, without excessive spending. + + + +Cost +of Sales and Gross Profit + + + +Cost +of Sales. Cost of sales increased by 6.3% from approximately RM24.8 million for the financial year ended March 31, 2023 to approximately +RM26.3 million for the financial year ended March 31, 2024. + + + +Overall, +the cost of sales grew in line with the increase of revenue of 1.9%, coupled with higher purchasing cost due to increase in material +prices for the suppliers. This explained the decrease of the gross profit margin of 1.9% from 57.5% for the financial year ended March +31, 2023 to 55.6% for the financial year ended March 31, 2024. + + + + 39 + + + + + + + +Gross +Profit. Gross profit decreased by 1.3% from approximately RM33.5 million for the financial year ended March 31, 2023 to approximately +RM33.0 million for the financial year March 31, 2024. The decrease was in line with the aforesaid reasons for the increase of revenue +and cost of sales. + + + +Other +Income + + + +Other +income decreased by 72.5% from approximately RM0.8 million for the financial year ended March 31, 2023 to approximately RM0.2 million +for the financial year ended March 31, 2024. This decrease was primarily due to the decrease in wages subsidy received from Malaysia +Government of approximately RM0.2 million and rent concessions granted by landlords of approximately RM0.4 million. The Wage Subsidy +Program was financial assistance introduced in Malaysia that pay to employers and helps those employers that affected economically by +the COVID-19 pandemic to continue operations and avoid the loss of jobs and income streams for the all enterprises. + + + +Selling +and Distribution Expenses + + + +Selling +and distribution expenses decreased by 18.1% from approximately RM7.2 million for the financial year ended March 31, 2023 to approximately +RM5.9 million for the financial year ended March 31, 2024, mainly due to lower short term rental and low-value leases related expenses +for the financial year ended March 31, 2024. Our direct retail stores short term rental and low value leases were decreased by 21.1% +from approximately RM6.2 million for the financial year ended March 31, 2023 to approximately RM 4.9 million for the financial year ended +March 31, 2024, as a result of less leases or renewal of leases were being contracted on short term tenure basis (as landlords and mall +operators are now dictated for longer term leases, instead of short term tenure leases given the improved economy conditions, versus +years of 2023 and before). In accordance to IFRS, The Group has elected to recognize right-of-use assets and lease liabilities for those +lease term of more than 12 months and non-low value leases. + + + +Administration +Expenses + + + +Administrative +expenses increased by 16.8% from approximately RM20.7 million for the financial year ended March 31, 2023 to approximately RM24.1 million +for the financial year ended March 31, 2024. This increase was primarily due to: + + + + + + a. + higher + staff and personnel related costs of approximately RM1.7 million, due to increase of average headcount from approximately 220 persons + for the financial year ended March 31, 2023 to approximately 250 persons for the financial year ended March 31, 2024, + + + + b. + increase + in upkeep and maintenance of approximately RM0.3 million, in view of the outlets and office upkeep needs coupled with unavoidable + prices inflation, and + + + + c. + higher + depreciation charge on right of use of approximately RM1.5 million, due to increase in general rent level for the new leases post + Covid 19, coupled with 3 more long-term new leases or renewal of leases being contracted for the financial year ended March 31, 2024, + (in line with aforesaid in the Selling and Distribution expenses whereby short term leases reduced for the financial year ended March + 31, 2024). In accordance to IFRS, the Group has elected to recognize right-of-use assets and lease liabilities for leases that have + lease term of over 12 months and non-low value leases. + + + + +Finance +Expenses + + + +Finance +costs increased by 5.1% from approximately of RM1.9 million for the financial year ended March 31, 2023 to approximately RM2.0 million +for the financial year ended March 31, 2024. This increase was primarily due to the increase in lease liabilities interest expenses, +as a result of higher operating and finance leases committed during the financial year ended March 31, 2024. + + + +Income +Tax Expense + + + +Our +income tax expense was nil for the financial year ended March 31, 2023. While income tax expenses for financial year ended March 31, +2024 is RM0.9 million, consists of current financial year income tax expense of RM0.5 million, under provision of income tax expense +in prior financial years of RM0.3 million, and under provision of deferred taxation in prior financial years of RM 0.1 +million. + + + +Effective +tax rate for the financial year ended March 31, 2023 was Nil. While effective tax rate for the financial year ended March 31, 2024 +was 78%, mainly due to the above said current income tax expenses and under provision of income tax expenses and deferred +taxation in prior financial years. + + + +Profit +For The Year + + + +As +a result of the foregoing, the profit for the year decreased over 94.3% from approximately of RM4.5 million for the financial year ended +March 31, 2023 to approximately of RM 0.3 million for the financial year ended March 31, 2024. + + + + 40 + + + + + + + +Liquidity +and Capital Resources + + + +In +assessing liquidity, we monitor and analyze cash on hand and operating expenditure commitments. Our liquidity needs are to meet working +capital requirements and operating expense obligations. To date, we have financed our operations by primarily relying on conventional +bank borrowings. In the six months ended September 30, 2024, we have borrowing facilities of approximately RM23.0 million +from 6 banks, with annual interest rates ranging from 2.1% to 13.0% and repayment periods of between 1 to 7 years. We intend to +continue the current bank borrowings and explore additional financing through commercial lending and project financing, if required. + + + +Our +primary cash requirements are to fund working capital requirements and capital expenditures, including the opening of new, directly run +retail stores, renovating our existing retail stores, enhancing our E-commerce selling platforms and explore new geographical markets. + + + +Prudent +liquidity risk management implies sufficient cash to finance the Group s and the Company s operations and development activities. +The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group s +business operations and development activities. The Group s objective is to maintain a balance between continuing of funding and +flexibility through the use of borrowings. + + + +During +the periods ended September 30, 2023 and, 2024, the Group generated losses for the period amounting to approximately RM0.78 million (approximately +US$0.17 million) and RM2.75 million (approximately US$0.66 million), respectively. In addition, the Group s current liabilities +exceeded its current assets by approximately RM16.27 million (approximately US$3.44 million) and RM17.62 million (approximately US$4.25 +million) for the year/period ended March 31, 2024 and September 30, 2024, respectively. + + + +In view of these circumstances, the management of the +Group has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing +whether the Group will have sufficient financial resources to continue as a going concern. + + + +Management s plan to address +this going concern it to obtain financing in the form issuances of rights, ordinary shares, or loan to raise cash and working capital +for the Group. Management may also contribute their own time at less than market rates for the services. The Group also endeavors to +list its ordinary shares on national stock exchange in the United States and concurrently sell ordinary shares, which management believes +will provide adequate financial resources for the management to continue to expand their operations. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + +As +at March 31, 2023 and 2024 + + + + + + As at + March 31, 2023 + As at + March 31, 2024 + Variance + + + + RM + RM + RM + % + + + Cash and cash equivalents + 1,606,997 + 1,896,439 + 289,442 + 18.0% + + + + + + + + + + Current Assets + 15,444,785 + 19,511,991 + 4,067,206 + 26.3% + + + Current Liabilities + 29,886,981 + 35,784,777 + 5,897,796 + 19.7% + + + + + + + + + + Working Capital + (14,442,196) + (16,272,786) + 1,830,590 + 12.7% + + + + + + + + + + Borrowings (current portion) + 13,195,086 + 15,556,574 + 2,361,488 + 17.9% + + + + + + + + + + Borrowings (non-current portion) + 17,645,756 + 13,720,133 + (3,925,623) + (22.2)% + + + Shareholders equity + 1,377,906 + 1,169,929 + (207,977) + (15.1)% + + + Debts to Equity % + 3,450% + 4,186% + 736% + 21.3% + + + + + + + +Our +main working capital requirements are for defraying staff or personnel costs, stores rental and other operating expenses. As at March +31, 2024 our working capital deficit was approximately RM15.4 million and the Group had approximately RM1.9 million in cash and cash +equivalents, which is unrestricted as to withdrawal other than approximately RM0.8 million is pledged for bank borrowings. In addition, +we had utilized credit facilities of approximately RM24.3 million from 6 banks, with annual interest rates ranging from 2.1% to 13.0% +and repayment periods of between 1 to 7 years. + + + + 41 + + + + + + + +In +view of these circumstances, taking into account the future liquidity and performance of the Group and its available source of finance, +we believe we can satisfy our cash requirements to meet our future obligations for the next 12 months. + + + +To +sustain our ability to support our operation activities in the long run, we will continue to raise additional funds through the following +: + + + + + + - + Cash + and cash equivalents generated from operations + + + + - + Other + available sources of financing from Malaysia and Singapore banks and other financial institutions + + + + - + Financial + support from our related parties or shareholders + + + + - + Issuance + of additional equity or debts instrument; and + + + + - + Obtaining + funds through an initial public offering. + + + + +We +have commenced the above strategies to raise debt and equity and have actively engaged in discussions with existing shareholders, banks +and potential equity and debt investors. + + + +During +the years March 31, 2024 and 2023, the Group generated profit for the year amounting to approximately RM0.25 million and RM4.46 million. +Additionally, the Group had net cash inflows from cash and cash equivalents of approximately RM0.23 million (approximately US$0.05 million) +and RM0.60 million for the years ended March 31, 2024 and 2023. In view of these circumstances, the management of the Group has given +consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group +will have sufficient financial resources to continue as a going concern. + + + +We +have been able to meet our working capital needs, and we believe that we will be able to meet our working capital needs in the foreseeable +future, with our operating cash flow, existing cash balance, the remaining funds available under our credit facilities and proceeds from +this offering. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + + 42 + + + + + + + +As at March 31, 2024 and September +30, 2024 + + + + + + As at + March 31, + 2024 + As at + September 30, + 2024 + Variance + + + + RM + RM + RM + % + + + + + + + + + + Cash and cash equivalents + 1,896,439 + 1,378,576 + (517,863) + (27.3)% + + + + + + + + + + Current Assets + 19,511,991 + 17,242,011 + (2,269,980) + (11.6)% + + + Current Liabilities + 35,784,777 + 34,858,118 + (926,659) + (2.6)% + + + + + + + + + + Working Capital Deficit + (16,272,786) + (17,616,107) + 1,343,321 + 8.3% + + + + + + + + + + Borrowings (current portion) + 15,556,574 + 14,748,354 + (808,220) + (5.2)% + + + Borrowings (non-current portion) + 13,720,133 + 12,209,042 + (1,511,091) + (11.0)% + + + Shareholders equity + 1,169,929 + (1,103,294) + (2,273,223) + N.M + + + Debts to Equity % + 4,186% + (4,218)% + + N.M + + + + + +Note : N.M means not meaningful + + + +Staff and personnel costs, stores rental plus +other operating expenses are essentially our main working capital needs. As at September 30, 2024 our working capital deficit was approximately +RM17.6 million and the Group had approximately RM1.4 million in cash and cash equivalents, which is unrestricted as to withdrawal other +than approximately of RM1.1 million is pledged for bank borrowings. In addition, we had utilized credit facilities of approximately RM24.3 +million from 6 banks, with annual interest rates ranging from 2.0% to 13.0% and repayment periods of between 1 to 7 years. + + + +In view of these circumstances, taking into account +the future liquidity and performance of the Group and its available source of finance, we believe we can satisfy our cash requirements +to meet our future obligations for the next 12 months. + + + +To sustain our ability to support our operation +activities in the long run, we will continue to raise additional funds through the following: + + + + + + - + Cash and cash equivalents generated from operations + + + + - + Other available sources of financing from Malaysia and Singapore banks and other financial institutions + + + + - + Financial support from our related parties or shareholders + + + + - + Issuance of additional equity or debts instrument; and + + + + - + Obtaining funds through a future initial public offering. + + + + +We have commenced the above strategies to raise +debt and equity and have actively engaged in discussions with existing shareholders, banks and potential equity and debt investors. + + + +During +the period ended September 30, 2023, 2024, the Group generates loss for the period amounting to approximately RM0.78 million and RM2.75 +million (approximately US$0.66 million). Additionally, the Group had net cash outflows from cash and cash equivalents of approximately +RM0.83 million (approximately US$0.20 million) for the period ended September 30, 2024. + + + +In +addition, the Group s current liabilities exceeded its current assets by approximately RM16.27 million and RM17.62 million (approximately +US$4.25 million) for the year/period ended March 31, 2024 and September 30, 2024. In view of these circumstances, the management of the +Group has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing +whether the Group will have sufficient financial resources to continue as a going concern. + + + +Management s +plan to manage its liquidity by continuing to procure financing from private investors in the form issuances of rights, ordinary shares, +or debts to raise cash and working capital for the Group. Management may also contribute their own time at less than market rates for +the services. The Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell +additional ordinary an initial public offering that will provide adequate financial resources for management to continue to expand their +operations. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + + 43 + + + + + + + +Cash Flows + + + +For the six months ended September 30, 2023 and 2024 + + + + + + + For the Six + + Months Ended + + September 30, 2023 + + + + For the Six + + Months Ended + + September 30, 2024 + + + + Variance + + + + + + RM + + + RM + + + RM + + + % + + + + + + + + + + + + + + + + + + + Net cash generated from operating activities + + + 6,619,290 + + + + 3,879,086 + + + + (2,740,204 + ) + + + (41.4 + )% + + + + + + + + + + + + + + + + + + + + + + Net cash (used in)/generated from / investing activities + + + (1,494,144 + ) + + + 844,226 + + + + 2,338,370 + + + + >100 + % + + + + + + + + + + + + + + + + + + + + + + Net cash used in financing activities + + + (5,280,157 + ) + + + (5,553,675 + ) + + + 273,518 + + + + 5.2 + % + + + + +Note : N.M means not meaningful + + + +Historically, we have been financing our operating +activities primarily through cash generated from operations and financing activities. + + + +Cash Flows from Operating Activities. +Net cash generated from operating activities in the six months ended September 30, 2024 consisted of approximately RM4.7 million +positive reversal from non-cash and operating items, and an approximately RM2.0 million net cash inflows in change of assets and +liabilities due to the timing of when amounts came due, which then less with approximately RM2.8 million loss for the period before +tax. + + + +Net cash generated from operating activities in +the six months ended September 30, 2023 consisted of approximately RM5.2 million positive reversal from non-cash items and with an approximately +RM2.3 million net cash inflows in change of assets and liabilities due to the timing of when amounts came due, which then netted off +with approximately RM0.8 million loss for the period, coupled with income tax paid of approximately RM0.1 million. + + + +Cash Flows from Investing Activities. +Net cash used in investing activities in the six months ended September 30, 2023 was stated as approximately RM1.5 million, an +improvement of over 100% has been achieved if compared to approximately RM0.8 million net cash generated from investing activities +in the six months ended September 30, 2024, primarily due to decrease in refundable deposits of approximately RM1.1 million for the six months ended September 30, +2024, coupled with reduction in purchase of property, plant and equipment of +RM1.2 million. + + + +Cash Flows from Financing Activities. +Net cash used in financing activities in the six months ended September 30, 2023 mainly consisted of approximately RM3.4 million in +repayment of leases commitment and approximately RM7.2 million of repayment of borrowings liabilities and the associated interest, +after netted off with proceeds from borrowings of approximately RM5.7 million While net cash used in financing activities in the six +months ended September 30, 2024 consisted of approximately RM3.4 million in repayment of leases commitment and approximately RM9.1 +million in repayment of borrowings liabilities and the associated interest, then after netted off with proceeds from borrowings of +approximately RM7.2 million. + + + +Cash +Flows + + + +For +the financial years ended March 31, 2023 and 2024 + + + + + + For the Financial + + Year Ended + + March 31, 2023 + For the Financial + + Year Ended + + March 31, 2024 + Variance + + + + + RM + RM + RM + % + + + + + + + + + + Net cash generated from operating activities + 8,218,166 + 10,981,242 + 2,763,076 + 33.6% + + + + + + + + + + Net cash used in investing activities + (2,651,309) + (1,504,442) + (1,146,867) + (43.3)% + + + + + + + + + + Net cash used in financing activities + (4,964,872) + (9,248,739) + (4,283,867) + (86.2)% + + + + + +By +nature of our industry and business cycle characteristic, our operations funded by primarily through cash generated from operations as +we are in cash retailing business, and financing activities. + + + +Cash +Flows from Operating Activities. Net cash generated from operating activities in the financial year ended March 31, 2023 consisted +of approximately RM9.1 million positive reversal from non-cash items, contra off an approximately RM5.2 million net cash outflows in +change of assets and liabilities due to the timing of when amounts came due, and added with approximately RM4.5 million profits for the +year, netted of income tax paid of approximately RM0.2 million. + + + +Net +cash generated from operating activities in the financial year ended March 31, 2024 consisted of approximately RM10.7 million positive +reversal from non-cash items and an approximately RM0.6 million net cash outflows in change of assets and liabilities due to the timing +of when amounts came due, which then added with approximately of RM1.1 million profit for year, netted of income tax paid of approximately +RM0.3 million. + + + +Cash +Flows from Investing Activities. Net cash used in investing activities for the financial year ended March 31, 2024 was stated as +approximately of RM1.5 million, a decrease of 43.3% compare to an approximately of RM2.7 million for the financial year ended March 31, +2023, primarily due to decrease in payment of refundable deposits and public listing expenses of approximately RM1.5 million, netted +off with the increase in purchase of property, plant and equipment approximately of RM0.5 million for the purposes of new or renovation +upgrading of our retail stores. + + + +Cash +Flows from Financing Activities. Net cash used in financing activities in the financial year ended March 31, 2024 mainly consisted +of approximately RM6.9 million in repayment of leases commitment and approximately RM7.6 million of repayment of borrowings liabilities +and the associated interest, after netted off with proceeds from borrowings of approximately RM7.4 million. + + + +While +net cash used in financing activities in the financial year ended March 31, 2023 mainly consisted of approximately RM5.4 million in repayment +of leases commitment and approximately RM9.0 million of net repayment of borrowings liabilities and the associated interest, after netted +off with proceeds from borrowings of approximately RM9.0 million and issuance of new shares of approximately RM0.5 million. + + + + 44 + + + + + + + +Contractual Obligations + + + +As at March +31, 2023 and 2024 + + + +Contractual obligations are cash amounts +that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. Below are tables +that shows the contractual lease obligations and bank loans obligation as of March 31, 2023 and 2024 respectively: + + + + + + 2023 + 2024 + 2024 + + + Current + RM + RM + USD + + + - Lease liabilities + + + + + + i) Operating leases + 5,516,806 + 5,843,346 + 1,236,818 + + + ii) Finance leases + 81,950 + 85,776 + 18,156 + + + + 5,598,756 + 5,929,122 + 1,254,974 + + + - Bank borrowings + 2,061,202 + 2,253,355 + 476,951 + + + - Other bank borrowings + 5,535,128 + 7,374,097 + 1,560,821 + + + + 13,195,086 + 15,556,574 + 3,292,746 + + + + + + + + + Non-current + + + + + + - Lease liabilities + + + + + + i) Operating leases + 4,921,191 + 3,381,787 + 715,798 + + + ii) Finance leases + 341,646 + 256,751 + 54,345 + + + + 5,262,837 + 3,638,538 + 770,143 + + + - Bank borrowings + 12,382,919 + 10,081,595 + 2,133,897 + + + + 17,645,756 + 13,720,133 + 2,904,040 + + + Total borrowings + 30,840,842 + 29,276,707 + 6,196,786 + + + + + + + + + Represented by: + + + + + + - Lease liabilities + + + + + + i) Operating leases + 10,437,997 + 9,225,133 + 1,952,616 + + + ii) Finance leases + 423,596 + 342,527 + 72,501 + + + + 10,861,593 + 9,567,660 + 2,025,117 + + + - Bank borrowings + 14,444,121 + 12,334,950 + 2,610,848 + + + - Other bank borrowings + 5,535,128 + 7,374,097 + 1,560,821 + + + + 30,840,842 + 29,276,707 + 6,196,786 + + + + + + + + (A) + Leases + + + + +The Company has lease contracts +for retail outlets and motor vehicles. The Company s obligations under these finance leases are secured by the lessors title +to the leased assets. There are several lease contracts that include extension options which are further discussed below. + + + +The Company also has certain leases +of retail outlets and office equipments with lease terms of 12 months and low-value leases. The Company applies the "short-term +lease" recognition exemptions for these leases. + + + +Lease liabilities + + + +The carrying amounts of lease +liabilities and the movements during the year are disclosed elsewhere in the financial statements and the maturity analysis of lease +liabilities is disclosed in Note 27(c)(v) to the consolidated financial statements. + + + + 45 + + + + + + + +Amounts recognized in profit +or loss + + + + + + 2023 + 2024 + Total + + + + RM + RM + USD + + + Depreciation of right-of-use assets (Note 6) + 5,517,975 + 6,991,536 + 1,479,847 + + + Interest expense on lease liabilities (Note 21) + 549,948 + 735,162 + 155,607 + + + Lease expense not capitalized in lease liabilities: + + + + + + - Expenses relating to short-term and low value leases (Note 19) + 6,249,316 + 4,931,015 + 1,043,712 + + + Total amount recognized in profit or loss + 12,317,239 + 12,657,713 + 2,679,166 + + + + + +Total cash outflows + + + +The Company had total cash outflows +for leases of RM12,533,086 (2023: RM12,208,648). + + + + + + (B) + Bank borrowings: + + + + + + + 2023 + 2024 + 2024 + + + Current + RM + RM + USD + + + - Term loan I + 315,515 + 372,074 + 78,754 + + + - Term loan II + 57,805 + 32,258 + 6,828 + + + - Term loan III + 107,512 + 80,713 + 17,084 + + + - Term loan IV + 262,475 + 334,231 + 70,744 + + + - Term loan V + 12,278 + 15,164 + 3,210 + + + - Term loan VI + 223,478 + 231,464 + 48,992 + + + - Term loan VII + 251,739 + 269,640 + 57,073 + + + - Term loan VIII + 201,109 + 218,241 + 46,193 + + + - Term loan IX + - + - + - + + + - Term loan X + 86,203 + 96,138 + 20,349 + + + - Term loan XI + 543,088 + 603,432 + 127,724 + + + + + + + + + + 2,061,202 + 2,253,355 + 476,951 + + + Non-current + + + + + + - Term loan I + 436,665 + 65,406 + 13,844 + + + - Term loan III + 73,545 + - + - + + + - Term loan IV + 7,955,915 + 7,545,090 + 1,597,013 + + + - Term loan V + 227,107 + 203,136 + 42,996 + + + - Term loan VI + 348,666 + 117,202 + 24,807 + + + - Term loan VII + 419,914 + 164,511 + 34,821 + + + - Term loan VIII + 482,185 + 258,061 + 54,622 + + + - Term loan X + 395,157 + 298,701 + 63,224 + + + - Term loan XI + 2,043,765 + 1,429,488 + 302,570 + + + + + + + + + + 12,382,919 + 10,081,595 + 2,133,897 + + + Total bank borrowings + 14,444,121 + 12,334,950 + 2,610,848 + + + + + + 46 + + + + + + + + + + Term loan + I: + The Company entered into a banking + facility amounting to RM1,500,000 on April 2, 2019, with an effective interest rate of 13% per annum and repayable over 60 months + in equal monthly instalments of RM34,130. + + + + This is a collateral-free business + financing by the bank which is guaranteed by Syarikat Jaminan Pembiayaan Perniagaan under the Working Capital Guarantee Scheme. + + + + + + + + + Term loan II: + The Company entered into + a banking facility amounting to RM112,000 on August 19, 2019, with effective interest rate of 2% per annum and repayable over 54 + months in equal monthly instalments of RM2,334. + + + + + + + + + + The term loan including + bank overdraft amounting to RM409,956 (2023: RM487,132; 2022: RM496,806) were secured by: + + + + + + + a) + fixed deposits pledged + as disclosed in note 9 to the consolidated financial statements; + + + + + + + + + b) + a guarantee cover up to + RM2,179,000 on principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan Berhad; + + + + + + + + + c) + joint and several personal + guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,112,000; and + + + + + + + + + d) + freehold land and buildings + as disclosed in note 4 to the consolidated financial statements. + + + + + + + + + (Collectively + known as "Term Loan General Collaterals") + + + + + + + Term loan + III: + The Company entered into a banking + facility amounting to approximately RM630,000 (equivalent to SGD150,000) on September 20, 2019, with effective interest rate of 6.25% + per annum and repayable over 60 months in equal monthly instalments of RM2,918. + + + + The + term loan is secured by joint and several personal guarantee amounting to a total of approximately RM630,000 (equivalent to SGD150,000) + from Pwa Chong Chin and immediate family member of certain directors. + + + + + + + + + Term loan IV: + The Company entered into a banking + facility amounting to RM8,500,000 on January 14, 2019, with effective interest rate of Base Lending Rate ("BLR") less + 1.5% per annum and repayable over 240 months in equal monthly instalments of RM73,336. + + + + The term loan is secured by the + Term Loan General Collaterals. + + + + + + + + + Term loan V: + The Company entered into a banking + facility amounting to RM247,770 on January 14, 2019, with effective interest rate of BLR plus 0.5% per annum and repayable over 180 + months in equal monthly instalments of RM2,286. + + + + The term loan is secured by the + Term Loan General Collaterals. + + + + + + + + + Term loan VI: + The Company entered into + a banking facility amounting to RM1,000,000 on March 31, 2020, with effective interest rate of 3.5% per annum and repayable over + 60 months in equal monthly instalments of RM18,798. + + + + + 47 + + + + + + + + + + + The term loan is secured + by: + + + + + + + a) + a guarantee cover up to + RM800,000 by Credit guarantee Corporation Malaysia Berhad; and + + + + + + + + + b) + joint and several personal + guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term loan + VII: + The Company entered into a banking + facility amounting to RM999,000 on September 11, 2020, with effective interest rate of BLR% per annum and repayable over 60 months + in equal monthly instalments of RM19,045. + + + + The term loan is secured by the + Term Loan General Collaterals. + + + + + + + Term loan + VIII: + The Company entered into a banking + facility amounting to RM1,000,000 on March 31, 2020, with effective interest rate of BLR plus 1% per annum and repayable over 60 + months in equal monthly instalments of RM19,660. + + + + The term loan is secured by: + + + + + + + a) + a corporate guarantee + cover up to RM1,000,000 by one of its subsidiaries; + + + + + + + + + b) + a guarantee cover up to + 80% of principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan Berhad; and + + + + + + + + + c) + joint and several personal + guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term loan + IX: + The Company entered into a banking + facility amounting to RM286,500 on April 24, 2015,with effective interest rate of BLR plus 1% per annum and repayable over 240 months + in equal monthly instalments of RM2,363. + + + + The term loan is secured by the + Term Loan General Collaterals. + + + + + + + Term loan X: + The Company entered into a banking + facility amounting to RM500,000 on December 1, 2022, with effective interest rate of BLR plus 1.25% per annum and repayable over + 60 months in equal monthly instalments of RM10,000. + + + + The term loan is secured by: + + + + + + + a) + a corporate guarantee + cover up to RM2,079,470 by one of its subsidiaries; and + + + + + + + + + b) + a guarantee cover up to + RM1,600,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + c) + A Business Loan Level Term Assurance + for the sum insured of RM1,579,470 to cover life of Pwa Chong Chin; and + + + + + + d) + A Sinking fund of RM750,000 to + be built up the way of monthly fixed deposits of 60 placements of RM12,500 each together with interest accrued thereon commencing + from 13th month after first drawdown; and + + + + + + e) + joint and several personal + guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM2,079,470. + + + + + 48 + + + + + + + + + + Term loan + XI: + The Company entered into + a banking facility amounting to RM3,000,000 on February 28, 2022, with effective interest rate of BLR plus 1.55% per annum and repayable + over 60 months in equal monthly instalments of RM59,361. + + + + + + + + + + The term loan is secured + by: + + + + + + + a) + a guarantee cover up to + RM2,400,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + b) + joint and several personal + guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,000,000. + + + + +The term loans repayable after +one year which are classified as current liabilities that are subject to repayment on demand clauses are not expected to be settled within +one year. + + + +The Company is up to date with +the scheduled repayments of the term loans and does not consider it probable that the banks will exercise its discretion to demand repayment +for so long as the Company continues to meet the requirements. Further details of the Company s management of liquidity risk are +set out in Note 27(c)(v) to the consolidated financial statements. + + + +The names of the bank are as follow : + + + + + + Term loan I + : + Standard Chartered Bank Malaysia Berhad + + + + Term loan II + : + United Overseas Bank (Malaysia) Bhd + + + + Term loan III + : + United Overseas Bank Limited, Singapore + + + + Term loan IV + : + Alliance Bank Malaysia Berhad + + + + Term loan V + : + Alliance Bank Malaysia Berhad + + + + Term loan VI + : + Alliance Bank Malaysia Berhad + + + + Term loan VII + : + Alliance Bank Malaysia Berhad + + + + Term loan VIII + : + RHB Bank Berhad, Malaysia + + + + Term loan IX + : + Public Bank Berhad, Malaysia + + + + Term loan X + : + Alliance Bank Malaysia Berhad + + + + Term loan XI + : + Alliance Bank Malaysia Berhad + + + + + + + (C) + Other bank borrowings: + + + + +The other bank borrowings consist +of bank overdrafts, banker acceptances and trust receipts. + + + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Bank overdrafts + 2,039,518 + 2,096,487 + 443,748 + + + Banker acceptances + 1,000,000 + 2,799,000 + 592,444 + + + Trust receipts + 2,495,610 + 2,478,610 + 524,629 + + + + 5,535,128 + 7,374,097 + 1,560,821 + + + + + +Bank overdrafts (namely : Alliance +Bank Malaysia Berhad and United Overseas Bank (Malaysia) Bhd) amounting to RM2,096,487 (2023: RM2,039,518) are repayable +on demand. It bears interest between 1.25% and 1.75% (2023: 1.25% and 1.75%) over BLR per annum. + + + +Banker acceptances (namely : Alliance +Bank Malaysia Berhad) amounting to RM2,799,000 (2023: RM1,000,000) are repayable on demand with a maximum tenor of +up to 150 days (2023: 150 days). It bears interest between 5.95 and 6.31 (2023: 5.80%) per annum. + + + + 49 + + + + + + + +Trust receipts (namely : United +Overseas Bank (Malaysia) Bhd) amounting to RM2,478,610 (2023: RM2,495,610) are repayable on demand with a maximum +tenor of up to 120 days (2023: 120 days). It bears interest between 5.13% and 5.38% (2023: 5.30% and 5.35%) per +annum. The other bank borrowings were secured by the Term Loan General Collateral + + + +The exposure of the borrowing +of the Group to interest rate changes and the contractual repayment dates at the balance sheet date are as follows: + + + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Less than 1 year or on demand + 13,195,086 + 15,556,574 + 3,292,746 + + + Between 1 and 2 years + 6,130,838 + 5,010,414 + 1,060,518 + + + Between 2 and 5 years + 4,438,356 + 2,570,646 + 544,110 + + + Over 5 years + 7,076,562 + 6,139,073 + 1,299,412 + + + Total + 30,840,842 + 29,276,707 + 6,196,786 + + + + + +As at March 31, 2024, the Company +has undrawn committed banking facilities of approximately RM1.00 million (2023: RM1.24 million) in respect of which +all conditions precedent had been met. + + + +The above balances that are not +denominated in the functional currency are as follows: + + + + + + 2023 + 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 1,484,573 + 659,487 + + + + + +As +at March 31, 2024 and September 30, 2024 + + + +Contractual +obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course +of business. Below are tables that shows the contractual lease obligations and bank loans obligation as of March 31, 2024 and +September 30, 2024 respectively: + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + Current + RM + RM + USD + + + - Lease liabilities + + + + + + i) Operating leases + 5,843,346 + 5,287,400 + 1,276,410 + + + ii) Finance leases + 85,776 + 87,690 + 21,169 + + + + 5,929,122 + 5,375,090 + 1,297,579 + + + - Bank borrowings + 2,253,355 + 2,181,536 + 526,636 + + + - Other bank borrowings + 7,374,097 + 7,191,728 + 1,736,126 + + + + 15,556,574 + 14,748,354 + 3,560,341 + + + + + + + + + Non-current + + + + + + - Lease liabilities + + + + + + i) Operating leases + 3,381,787 + 2,949,518 + 712,031 + + + ii) Finance leases + 256,751 + 212,427 + 51,281 + + + + 3,638,538 + 3,161,945 + 763,312 + + + - Bank borrowings + 10,081,595 + 9,047,097 + 2,184,023 + + + + 13,720,133 + 12,209,042 + 2,947,335 + + + Total borrowings + 29,276,707 + 26,957,396 + 6,507,676 + + + + + + + + + Represented by: + + + + + + - Lease liabilities + + + + + + i) Operating leases + 9,225,133 + 8,236,918 + 1,988,441 + + + ii) Finance leases + 342,527 + 300,117 + 72,450 + + + + 9,567,660 + 8,537,035 + 2,060,891 + + + - Bank borrowings + 12,334,950 + 11,228,633 + 2,710,659 + + + - Other bank borrowings + 7,374,097 + 7,191,728 + 1,736,126 + + + + 29,276,707 + 26,957,396 + 6,507,676 + + + + + + 50 + + + + + + + + + + (A) + Leases + + + + +The +Company has lease contracts for retail outlets and motor vehicles. The Company s obligations under these finance leases are secured +by the lessors title to the leased assets. There are several lease contracts that include extension options which are further +discussed below. + + + +The +Company also has certain leases of retail outlets and office equipments with lease terms of 12 months and low-value leases. The Company +applies the "short-term lease" recognition exemptions for these leases. + + + +Lease +liabilities + + + +The +carrying amounts of lease liabilities and the movements during the year are disclosed elsewhere in the financial statements and the maturity +analysis of lease liabilities is disclosed in Note 26(c)(v) to the consolidated financial statements. + + + +Amounts +recognized in profit or loss + + + + + + September 30, 2023 + September 30, 2024 + September 30, 2024 + + + + RM + RM + USD + + + Depreciation of right-of-use assets (Note 5) + 3,683,719 + 3,343,067 + 807,036 + + + Interest expense on lease liabilities (Note 20) + 374,009 + 286,464 + 69,154 + + + Lease expense not capitalized in lease liabilities: + + + + + + - Expenses relating to short-term and low value leases (Note 18) + 2,293,077 + 2,176,574 + 525,438 + + + Total amount recognized in profit or loss + 6,350,805 + 5,806,105 + 1,401,628 + + + + + +Total +cash outflows + + + +The +Company had total cash outflows for leases of RM5,869,689 (September 30, 2023: RM6,030,616). + + + + + + (B) + Bank + borrowings: + + + + + + + March 31, 2024 + September 30, 2024 + September 30, 2024 + + + Current + RM + RM + USD + + + - Term loan I + 372,074 + 288,407 + 69,623 + + + - Term loan II + 32,258 + 18,977 + 4,581 + + + - Term loan III + 80,713 + 18,797 + 4,538 + + + - Term loan IV + 334,231 + 351,446 + 84,841 + + + - Term loan V + 15,164 + 16,001 + 3,863 + + + - Term loan VI + 231,464 + 233,961 + 56,480 + + + - Term loan VII + 269,640 + 278,222 + 67,164 + + + - Term loan VIII + 218,241 + 247,875 + 59,838 + + + - Term loan IX + 96,138 + 99,493 + 24,018 + + + - Term loan X + 603,432 + 628,357 + 151,690 + + + + + + + + + + 2,253,355 + 2,181,536 + 526,636 + + + Non-current + + + + + + - Term loan I + 65,406 + - + - + + + - Term loan IV + 7,545,090 + 7,326,197 + 1,768,588 + + + - Term loan V + 203,136 + 194,331 + 46,913 + + + - Term loan VI + 117,202 + - + - + + + - Term loan VII + 164,511 + 23,778 + 5,740 + + + - Term loan VIII + 258,061 + 144,280 + 34,830 + + + - Term loan IX + 298,701 + 249,247 + 60,170 + + + - Term loan X + 1,429,488 + 1,109,264 + 267,782 + + + + + + + + + + 10,081,595 + 9,047,097 + 2,184,023 + + + Total bank borrowings + 12,334,950 + 11,228,633 + 2,710,659 + + + + + + 51 + + + + + + + + + + Term + loan I: + + The + Company entered into a banking facility amounting to RM1,500,000 on April 2, 2019, with an + effective interest rate of 13% per annum and repayable over 60 months in equal monthly instalments + of RM34,130. + + + + This + is a collateral-free business financing by the bank which is guaranteed by Syarikat Jaminan Pembiayaan Perniagaan under the Working + Capital Guarantee Scheme. + + + + + + + Term + loan II: + + The + Company entered into a banking facility amounting to RM112,000 on August 19, 2019, with effective interest rate of 2% per annum and + repayable over 54 months in equal monthly instalments of RM2,334. + + + + +The +term loan including bank overdraft amounting to RM488,364 (March 31, 2024: RM409,956) were secured by: + + + + + + a) + fixed + deposits pledged as disclosed in note 8 to the consolidated financial statements; + + + + + + + + + b) + a + guarantee cover up to RM2,179,000 on principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan + Berhad; + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,112,000; and + + + + + + + + + d) + freehold + land and buildings as disclosed in note 4 to the consolidated financial statements. + + + + + + + + + (Collectively + known as "Term Loan General Collaterals") + + + + + + + Term + loan III: + + The + Company entered into a banking facility amounting to approximately RM630,000 (equivalent + to SGD150,000) on September 20, 2019, with effective interest rate of 6.25% per annum and + repayable over 60 months in equal monthly instalments of RM2,918. + + + + The + term loan is secured by joint and several personal guarantee amounting to a total of approximately RM630,000 (equivalent to SGD150,000) + from Pwa Chong Chin and immediate family member of certain directors. + + + + + 52 + + + + + + + + + + + + + + + + Term + loan IV: + + The + Company entered into a banking facility amounting to RM8,500,000 on January 14, 2019, with + effective interest rate of Base Lending Rate ("BLR") less 1.5% per annum and + repayable over 240 months in equal monthly instalments of RM73,336. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan V: + + The + Company entered into a banking facility amounting to RM247,770 on January 14, 2019, with + effective interest rate of BLR plus 0.5% per annum and repayable over 180 months in equal + monthly instalments of RM2,286. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan VI: + + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of 3.5% per annum and repayable over 60 months in equal monthly instalments + of RM18,798. + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM800,000 by Credit guarantee Corporation Malaysia Berhad; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term + loan VII: + + The + Company entered into a banking facility amounting to RM999,000 on September 11, 2020, with + effective interest rate of BLR% per annum and repayable over 60 months in equal monthly instalments + of RM19,045. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan VIII: + + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of BLR plus 1% per annum and repayable over 60 months in equal monthly + instalments of RM19,660. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM1,000,000 by one of its subsidiaries; + + + + + + + + + b) + a + guarantee cover up to 80% of principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan Berhad; + and + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + + Term + loan IX: + + The + Company entered into a banking facility amounting to RM500,000 on December 1, 2022, with + effective interest rate of BLR plus 1.25% per annum and repayable over 60 months in equal + monthly instalments of RM10,000. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM2,079,470 by one of its subsidiaries; and + + + + + + + + + b) + a + guarantee cover up to RM1,600,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + c) + A + Business Loan Level Term Assurance for the sum insured of RM1,579,470 to cover life of Pwa + Chong Chin; and + + + + + + d) + A + Sinking fund of RM750,000 to be built up the way of monthly fixed deposits of 60 placements + of RM12,500 each together with interest accrued thereon commencing from 13th month + after first drawdown; and + + + + + + e) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM2,079,470. + + + + + + + Term + loan X: + + The + Company entered into a banking facility amounting to RM3,000,000 on February 28, 2022, with effective interest rate of BLR plus 1.55% + per annum and repayable over 60 months in equal monthly instalments of RM59,361. + + + + + + + + + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM2,400,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,000,000. + + + + +The +term loans repayable after one year which are classified as current liabilities that are subject to repayment on demand clauses are not +expected to be settled within one year. + + + +The +Company is up to date with the scheduled repayments of the term loans and does not consider it probable that the banks will exercise +its discretion to demand repayment for so long as the Company continues to meet the requirements. Further details of the Company s +management of liquidity risk are set out in Note 26(c)(v) to the unaudited consolidated financial statements. + + + +The +names of the bank are as follow : + + + + + + Term + loan I + : + Standard + Chartered Bank Malaysia Berhad + + + + Term + loan II + : + United + Overseas Bank (Malaysia) Bhd + + + + Term + loan III + : + United + Overseas Bank Limited, Singapore + + + + Term + loan IV + : + Alliance + Bank Malaysia Berhad + + + + Term + loan V + : + Alliance + Bank Malaysia Berhad + + + + Term + loan VI + : + Alliance + Bank Malaysia Berhad + + + + Term + loan VII + : + Alliance + Bank Malaysia Berhad + + + + Term + loan VIII + : + RHB + Bank Berhad, Malaysia + + + + Term + loan IX + : + Alliance + Bank Malaysia Berhad + + + + Term + loan X + : + Alliance + Bank Malaysia Berhad + + + + + 53 + + + + + + + + + + (C) + Other + bank borrowings: + + + + +The +other bank borrowings consist of bank overdrafts, banker acceptances and trust receipts. + + + + + + March 31, 2024 + September 30, 2024 + September 30, 2024 + + + + RM + RM + USD + + + + + + + + + Bank overdrafts + 2,096,487 + 2,193,118 + 529,432 + + + Banker acceptances + 2,799,000 + 2,501,000 + 603,756 + + + Trust receipts + 2,478,610 + 2,497,610 + 602,938 + + + + 7,374,097 + 7,191,728 + 1,736,126 + + + + + +Bank +overdrafts (namely, Alliance Bank Malaysia Berhad and United Overseas Bank (Malaysia) Berhad) amounting to RM2,193,118 (March 31, 2024: +RM2,096,487) are repayable on demand. It bears interest between 1.25% and 1.75% (March 31, 2024: 1.25% and 1.75%) over BLR per annum. + + + +Banker +acceptances (namely, Alliance Bank Malaysia Berhad) amounting to RM2,501,000 (March 31, 2024: RM2,799,000) are repayable on demand with +a maximum tenor of up to 150 days (March 31, 2024: 150 days). It bears interest between 5.95 and 6.31 (March 31, 2024: 5.95%) per annum. + + + +Trust +receipts (namely, United Overseas Bank (Malaysia) Berhad) amounting to RM2,497,610 (March 31, 2024: RM2,478,610) are repayable on demand +with a maximum tenor of up to 120 days (March 31, 2024: 120 days). It bears interest between 5.11% and 5.14% (March 31, 2024: 5.13% and +5.38%) per annum. + + + +The +other bank borrowings were secured by the Term Loan General Collaterals. + + + +The +exposure of the borrowing of the Group to interest rate changes and the contractual repayment dates at the balance sheet date are as +follows: + + + + + + March 31, 2024 + September 30, 2024 + September 30, 2024 + + + + RM + RM + USD + + + + + + + + + Less than 1 year or on demand + 15,556,574 + 14,748,354 + 3,560,341 + + + Between 1 and 2 years + 5,010,414 + 3,831,572 + 924,964 + + + Between 2 and 5 years + 2,570,646 + 2,522,719 + 608,999 + + + Over 5 years + 6,139,073 + 5,854,751 + 1,413,372 + + + Total + 29,276,707 + 26,957,396 + 6,507,676 + + + + + +As +of September 30, 2024, the Company has undrawn committed banking facilities of approximately RM1.03 million (March 31, 2024: RM1.00 million) +in respect of which all conditions precedent had been met. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 659,487 + 1,050,914 + + + + + +Critical Accounting Policies and +Estimates + + + +Our discussion and analysis of our financial +condition and results of operations are based upon our consolidated financial statements and unaudited interim condensed consolidated +financial statements. These financial statements and unaudited interim condensed consolidated financial statements are prepared +in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, which requires +us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose +contingent assets and liabilities on the date of the consolidated financial statements and to disclose the reported amounts of revenue +and expenses incurred during the financial reporting year/period. The most significant estimates and assumptions include the valuation +of accounts receivable, advances to suppliers, useful lives of property and equipment, the recoverability of long-lived assets, provision +necessary for contingent liabilities, and revenue recognition. We continue to evaluate these estimates and assumptions that we believe +to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of +assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial +reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment +than others in their application. We believe critical accounting policies as disclosed in this prospectus reflect the more significant +judgments and estimates used in preparation of our consolidated financial statements. + + + +The following critical accounting policies +rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements and unaudited interim +condensed consolidated financial statements: + + + +BASIS OF PREPARATION – +These unaudited interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards +("IFRS") under the historical cost convention, except as disclosed in the accounting policies below. + + + + 54 + + + + + + + +The preparation of these unaudited +interim condensed financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying +the Group s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving +a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are +disclosed in Note 3. These unaudited interim condensed consolidated financial statements and the notes accompanying them should be read +in conjunction with the Group s audited consolidated financial statements for the year ended March 31, 2024. + + + +The unaudited interim consolidated +financial statements do not include all the information and footnotes required by the IFRS for complete financial statements. Certain +information and note disclosures normally included in the annual financial statements prepared in accordance with the IFRS have been +condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company s management, the unaudited interim +consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, +in normal recurring nature, as necessary for the fair statements of the Company s financial positions as of September 30, 2024, +and results of operations and cash flows for the six-month period ended September 30, 2024. The unaudited interim condensed consolidated +statements of financial positions as of March 31, 2024 has been derived from the audited financial statements at that date but does not +include all the information and footnotes required by the IFRS. Interim results of operations are not necessarily indicative of the results +expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited +consolidated financial statements as of and for the years ended March 31, 2024 and 2023, and related notes included in the Company s +audited consolidated financial statements. + + + +Adoption of new and amended +standards and interpretations + + + +The accounting policies adopted are +consistent with those of the previous financial year except that in the current financial year, the Group has adopted all the new and +amended standards which are relevant to the Group and are effective for annual financial period beginning on 1 April 2024. The +adoption of these standards did not have any material effect on the financial statements of the Group. + + + +New standards, amendments and +interpretations issued but not yet effective + + + +There are a number of standards, +amendments to standards, and interpretations, which have been issued by the International Accounting Standards Board, that are effective +in future accounting periods and the Group has not decided to early adopt. + + + +The Group is currently evaluating +the potential impact of adopting these standards on its unaudited interim condensed consolidated financial statements and related disclosures +in the year of initial application. + + + + + Description + + Effective + date (annual periods + + beginning + on or after) + + + + + + + + Amendments + to IAS 21 - Lack of Exchangeability + + 1 + January 2025 + + + + + + + + Annual + Improvements to IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7 + + 1 + January 2026 + + + + + + + + Amendments + to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments + + 1 + January 2026 + + + + + + + + IFRS + 18 - Presentation and Disclosure in Financial Statements + + 1 + January 2027 + + + + + + + + IFRS + 19 - Subsidiaries without Public Accountability: Disclosures + + 1 + January 2027 + + + + + +BASIS OF ACCOUNTING – +The unaudited interim condensed financial statements have been prepared in accordance with the historical cost basis, except as +disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the IFRS. + + + +Historical cost is generally based +on the fair value of the consideration given in exchange for goods and services. + + + +Fair value is the price that would +be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement +date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair +value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants +would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes +in these financial statements is determined on such a basis. + + + +In addition, for financial reporting +purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements +are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: + + + + + + + Level 1 inputs are quoted + prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; + + + + + Level 2 inputs are inputs, + other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; + and + + + + + Level 3 inputs are unobservable + inputs for the asset or liability. + + + + +The Company s policy is +to recognize transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that +caused the transfer. + + + + 55 + + + + + + + +BASIS OF CONSOLIDATION + + + + + + (a) + Consolidation + + + + +As the Group were under same control +of the controlling shareholders and their entire equity interests were also ultimately held by the controlling shareholders immediately +prior to the group reorganization, the unaudited interim condensed consolidated statements of profit or loss and other comprehensive +income, unaudited interim condensed consolidated statements of changes in equity and unaudited interim condensed consolidated statements +of cash flows statements are prepared as if the current group structure had been in existence throughout the two-period ended September +30, 2024, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. The unaudited +interim condensed consolidated statements of financial positions as at September 30, 2024 and March 31, 2024 present the assets and liabilities +of the aforementioned companies now comprising the Group which had been incorporated/established as at the relevant balance sheet date +as if the current group structure had been in existence at those dates based on the same control aforementioned. The Company eliminates +all significant intercompany balances and transactions in its unaudited interim condensed consolidated financial statements. + + + +Subsidiary corporations are all +entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, +or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power +over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are +deconsolidated from the date on that control ceases. + + + +In preparing the unaudited interim +condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are +eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred +asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted +by the Group. + + + +Non-controlling interests comprise +the portion of a subsidiary corporation s net results of operations and its net assets, which is attributable to the interests +that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement +of comprehensive income, statement of changes in equity, and balance sheet. Total comprehensive income is attributed to the non-controlling +interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit +balance. + + + +Acquisition of entities under an internal +reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim condensed consolidated +financial statements of the Company are a continuation of the acquired entities and is accounted for as follows: + + + + + + (i) + The results of entities + are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements; + + + + + + + + + (ii) + The Company will consolidate + the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair + values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under + the acquisition method; and + + + + + + + + + (iii) + No new goodwill is recognized + as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining + entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger + reserve or deficit. + + + + + + + (b) + Acquisitions under common control + + + + +The consolidated financial statements +of the Group are a combination or aggregation of the financial statements of the Company and its subsidiaries after the Reorganization +Exercise carried out in the financial year ended March 31, 2024 and the six months ended September 30, 2024. The Reorganization +Exercise involved companies which are under common control. The consolidated financial statements of the Group for the financial year +ended March 31, 2024 and the six months ended September 30, 2024 have been prepared in a manner similar to the "pooling-of-interest" +method. Such manner of presentation reflects the economic substance of the combining companies as a single economic enterprise, although +the legal parent-subsidiary relationship was not established until after the end of the reporting period. + + + + 56 + + + + + + + +Business combination arising from +transfers of interest in entities that are under common control are accounted for as if the acquisition had occurred at the beginning +of the earliest comparative period presented or, if later, at the date that common control was established. For these purposes, comparatives +may be restated. The assets and liabilities acquired are recognized at the carrying amounts recognized previously and no adjustments +are made to reflect the fair values or to recognize any new assets or liabilities, including no goodwill is recognized as a result of +the combination. The components of equity of the acquired entities are added to the same components within the Group s and the +Company s equity. Any difference between the consideration paid for the acquisition and share capital of acquirees is recognized +directly to equity as merger reserve. + + + + + + (c) + Disposals + + + + +When a change in the Group s +ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities +of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in +respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific +Standard. + + + +Any retained equity interest in +the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control +is lost, and its fair value is recognized in profit or loss. + + + + + + (d) + Transactions with non-controlling interests + + + + +Changes in the Group s ownership +interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions +with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the +fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company. + + + +CONVENIENCE TRANSLATION + + + +Translations of amounts in the consolidated +statement of financial position, consolidated statements of profit or loss and other comprehensive income, and consolidated statement +of cash flows from RM into USD as of and for the year ended March 31, 2024 and six months ended September 30, 2024 are solely +for the convenience of the reader and were calculated at the noon buying rate of USD1 = RM4.7245 and USD1 = RM4.1424, as published +in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the RM amounts could have been, +or could be, converted, realized or settled into USD at such rate or at any other rate. + + + +FINANCIAL ASSETS + + + + + + + Classification and measurement + + + + +The Group classifies its financial +assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost. + + + +The classification depends on the +Group s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets. + + + + 57 + + + + + + + +At subsequent measurement - Debt +instrument - Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding prepayments). + + + +Debt instruments that are held for +collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized +cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is +recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest +income using the effective interest rate method. + + + +The Group recognizes a loss allowance +for ECL on financial assets which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date +to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognizes lifetime +ECL for accounts receivables. The ECL on these financial assets are estimated using a provision matrix based on the Group s historical +credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both +the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For +all other financial instruments, the Group measures the loss allowance equal to 12-month ECL, unless when there has a significant increase +in credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized +is based on significant increase in the likelihood or risk of a default occurring since initial recognition. + + + +Significant increase in credit +risk + + + +In assessing whether the credit +risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument +as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making +this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical +experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes +the future prospects of the industries in which the Group s debtors operate, obtained from economic expert reports, financial analysts, +governmental bodies, relevant think-tanks and other similar organizations, as well as consideration of various external sources of actual +and forecast economic information that relate to the Group s operations. + + + +In particular, the following information +is taken into account when assessing whether credit risk has increased significantly: + + + + + + + an actual or expected + significant deterioration in the financial instrument s external (if available) or internal credit rating; + + + + + + + + + + significant deterioration + in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for + the debtor; + + + + + + + + + + existing or forecast adverse + changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor s ability + to meet its debt obligations; + + + + + + + + + + an actual or expected + significant deterioration in the operating results of the debtor; + + + + + + + + + + significant increases + in credit risk on other financial instruments of the same debtor; + + + + + + + + + + an actual or expected + significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant + decrease in the debtor s ability to meet its debt obligations. + + + + + 58 + + + + + + + +Irrespective of the outcome of the +above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments +are more than 60 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise. + + + + + + + Recognition and derecognition + + + + +Regular way purchases and sales +of financial assets are recognized on trade date – the date on which the Group commits to purchase or sell the asset. + + + +Financial assets are derecognized +when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially +all risks and rewards of ownership. + + + +On disposal of a debt instrument, +the difference between the carrying amount and the sale proceeds is recognized in profit or loss. + + + +FINANCIAL LIABILITIES +AND EQUITY INSTRUMENTS + + + +Classification as debt or equity + + + +Debt and equity instruments issued +by a Group entity are classified as either financial liabilities or as equity in accordance with substance of the contractual arrangements +and the definitions of a financial liability and an equity instrument. + + + +Equity instruments + + + +An equity instrument is any contract +that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a +Group are recognized at the proceeds received, net of direct issue costs. + + + +Financial liabilities + + + +Except for derivative financial +instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently measured at amortized +cost using the effective interest method. + + + +The effective interest method +is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The +effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received +that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life +of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. + + + +Derecognition of financial +liabilities + + + +The Group derecognizes financial +liabilities when, and only when, the Group s obligations are discharged, cancelled or expired. The difference between the carrying +amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities +assumed, is recognized in profit or loss. + + + +Offsetting financial instruments + + + +Financial assets and liabilities +are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention +to settle on a net basis or realize the asset and settle the liability simultaneously. + + + + 59 + + + + + + + +PROPERTY, PLANT +AND EQUIPMENT + + + + + + (a) + Measurement + + + + + + + (i) + Property, plant and equipment + + + + +Property, plant and equipment +are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. + + + + + + (ii) + Components of costs + + + + +The cost of an item of property, +plant and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset +to the location and condition necessary for it to be capable of operating in the manner intended by management. + + + + + + (iii) + Revaluation + + + + +Headquarter and directors +freehold land and buildings are revalued by independent professional valuers on a triennial basis and whenever their carrying amounts +are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation at the date of revaluation +is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of the asset. + + + +Increases in carrying amounts +arising from revaluation, including currency translation differences, are recognized in other comprehensive income and accumulated in +equity, unless they reverse a revaluation decrease of the same asset previously recognized in profit or loss. In this case, the increase +is recognized in profit or loss. Decreases in carrying amounts are recognized in other comprehensive income to the extent of any credit +balance existing in the equity in respect of that asset and reduces the amount accumulated in equity. All other decreases in carrying +amounts are recognized in profit or loss. + + + + + + (b) + Depreciation + + + + +Freehold land is not depreciated. +Depreciation on other items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable +amounts over their estimated useful lives as followed; + + + + + Buildings + 1% + + + Office equipment + 10%-12% + + + Furniture and fittings + 10% + + + Display mannequin + 10% + + + Computer and software + 10% + + + Motor vehicles + 10% + + + Renovation + 10% + + + Others + 10% + + + + + +The residual values, estimated +useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet +date. The effects of any revision are recognized in profit or loss when the changes arise. + + + + + + (c) + Subsequent expenditure + + + + +Subsequent expenditure relating +to property, plant and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable +that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All +other repair and maintenance expenses are recognized in profit or loss when incurred. + + + + 60 + + + + + + + + + + (d) + Disposal + + + + +On disposal of an item of property, +plant and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss within "administrative +expenses". Any amount in revaluation reserve relating to that item is transferred to retained profits directly. + + + +INVESTMENT +PROPERTY + + + +Investment property includes the +portion of property that is held for long-term rental yields and/or for capital appreciation or for a currently indeterminate use. Investment +property includes property that are being constructed or developed for future use, if any, as investment property. + + + +Freehold land is not depreciated. +Investment property is initially recognized at cost including its transaction costs and subsequently carried at cost less any impairment +losses. + + + +The residual values, useful life +and depreciation method of investment property is reviewed and adjusted as appropriate, at the end of each financial year. The effects +of any revision are included in profit or loss when the changes arise. + + + +Investment property is subject +to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalized and the carrying amounts +of the replaced components are recognized in profit or loss. The cost of maintenance, repairs and minor improvements is recognized in +profit or loss when incurred. + + + +On disposal of an investment property, +the difference between the disposal proceeds and the carrying amount is recognized in profit or loss. + + + +INVENTORIES + + + +Inventories are carried at the +lower of cost and net realizable value. Cost is determined using the first-in, first-out method. The cost of finished goods comprises +finished goods and other direct costs, if any (based on normal operating capacity). Cost also includes any gains or losses on qualifying +cash flow hedges of foreign currency purchases of inventories. Net realizable value is the estimated selling price in the ordinary course +of business, less the estimated costs of completion and applicable variable selling expenses. When necessary, allowance is provided for +damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realizable value. + + + +TRADE AND OTHER RECEIVABLES + + + +A receivable is recognized when +the group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage +of time is required before payment of that consideration is due. If revenue has been recognized before the group has an unconditional +right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing +component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other +receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortized cost, using +the effective interest method and including an allowance for credit losses. + + + +IMPAIRMENT OF NON-FINANCIAL +ASSETS + + + +Property, plant and equipment +are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. + + + + 61 + + + + + + + +For the purpose of impairment +testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual +asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, +the recoverable amount is determined for the Cash Generating units ("CGU") to which the asset belongs. + + + +If the recoverable amount of the +asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable +amount. The difference between the carrying amount and recoverable amount is recognized as an impairment loss in profit or loss. + + + +An impairment loss for an asset +is reversed if, and only if, there has been a change in the estimates used to determine the asset s recoverable amount since the +last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that +this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) +had no impairment loss been recognized for the asset in prior years. + + + +A reversal of impairment loss +for an asset other than goodwill is recognized in profit or loss. + + + +TRADE AND OTHER PAYABLES + + + +Trade and other payables represent +liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as +current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, +they are presented as non-current liabilities. + + + +Trade and other payables are initially +recognized at fair value, and subsequently carried at amortized cost using the effective interest method. + + + +BANK BORROWINGS + + + +Borrowings are presented as current +liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which +case they are presented as non-current liabilities. + + + + + + (a) + Borrowings - Borrowings + are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between + the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings + using the effective interest method. + + + + + + + (b) + Borrowing costs - Borrowing + costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily + take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such + time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of + specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. + + + + +All other borrowing costs are recognized +in profit or loss in the period in which they are incurred. + + + +LEASES + + + +When the Group is the lessee + + + +At the inception of the contract, +the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use +of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions +of the contract are changed. + + + + 62 + + + + + + + + + + + Right-of-use assets + + + + +The Group recognizes a right-of-use +asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which +comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease +incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying +amount of the right- of-use assets. + + + +The right-of-use asset is subsequently +depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use +asset or the end of the lease term. + + + + + + + Lease liabilities + + + + +The initial measurement of a lease +liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be +readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate. + + + +Lease payments include the following: + + + + + + - + Fixed payment (including in-substance fixed + payments), less any lease incentives receivables; + + + + + + + + + - + Variable lease payment + that are based on an index or rate, initially measured using the index or rate as at the commencement date; + + + + + + + + + - + Amount expected to be + payable under residual value guarantees; + + + + + + + + + - + The exercise price of + a purchase option if is reasonably certain to exercise the option; and + + + + + + + + + - + Payment of penalties for + terminating the lease, if the lease term reflects the Group exercising that option. + + + + +For contracts that contain both +lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative stand-alone +price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component for property leases and +account these as one single lease component. + + + +Lease liability is measured at amortized +cost using the effective interest method. Lease liability shall be remeasured when: + + + + + + - + There is a change in future lease payments + arising from changes in an index or rate; + + + + + + + + + - + There is a change in the Group s assessment + of whether it will exercise an extension option; or + + + + + + + + + - + There is modification in the scope or the consideration + of the lease that was not part of the original term. + + + + +Lease liability is remeasured with +a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset +has been reduced to zero. + + + + 63 + + + + + + + + + + + Short-term and low-value leases + + + + +The Group has elected to not recognized +right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases. +Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term. + + + + + + + Variable lease payments + + + + +Variable lease payments that are +not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Group +shall recognize those lease payments in profit or loss in the periods that triggered those lease payments. + + + +EMPLOYEE BENEFITS + + + +Employee benefits are recognized +as an expense, unless the cost qualifies to be capitalized as an asset. + + + + + + (a) + Defined contribution plans + + + + +Defined contribution plans are post-employment +benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, +contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. + + + + + + (b) + Employee leave entitlement + + + + +Employee entitlements to annual +leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services +rendered by employees up to the balance sheet date. + + + +PROVISIONS + + + +Provisions are recognized when +the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required +to settle the obligation, and a reliable estimate can be made of the amount of the obligation. + + + +The amount recognized as a provision +is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account +the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present +obligation, its carrying amount is the present value of those cash flows. + + + +When some or all of the economic +benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if +it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. + + + +FINANCIAL GUARANTEE CONTRACTS + + + +The Company has issued corporate +guarantees to bank for banking facilities granted by them to a subsidiary and this guarantee qualify as financial guarantees because +the Company is required to reimburse the banks if this subsidiary breach any repayment terms. + + + +Financial guarantee contract liabilities +are measured initially at their fair values plus transaction costs and subsequently at the higher of the amount of the loss allowance +and the amount initially recognized less cumulative amortization in accordance with IFRS15 previously. + + + + 64 + + + + + + + +REVENUE RECOGNITION + + + +Revenue is recognized when the +Company satisfies its performance obligations by transferring control of promised products or services to its customers at a point in +time. Control is transferred when the customer obtains the ability to direct the use of and obtain substantially all of the remaining +benefits from the products or services. The amount of revenue recognized is the amount of consideration to which the Company expects +to be entitled, including estimation of sale terms that may create variability in the consideration. Revenue is recognized at the point-in-time +of the transfer goods. Receipt of payments occurs concurrent with the transfer of control of asset to the customer. Revenue subject to +variability is constrained to an amount which will not result in a significant reversal in future periods when the contingency that creates +variability is resolved. Trade discounts, rebates and other similar items are deducted in determining the revenue of the Company. + + + + + + (i) + Physical retail revenue + + + + +Retail store and concession shop-in-shop +revenues are recognized at the point-of-sale, when the transfer of control of the products take place in the retail store. + + + + + + (ii) + E-commerce revenue + + + + +Digital revenue from sales of +products ordered through the Company s e-commerce sites is recognized upon delivery and receipt (transfer of control) of the shipment +by its customers and includes shipping and handling charges paid by customers. Retail and digital revenues are recorded net of estimated +liabilities, which are estimated by developing an expected value based on historical experience. Payment is due at the point of sale. + + + +GOVERNMENT GRANTS AND SUBSIDIES + + + +Grants from the government are +recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will +comply with all the attached conditions. + + + +Government grants receivable are +recognized as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic +basis. Government grants relating to expenses are shown separately as other income. + + + +Grants related to assets are presented +as deferred income under trade and other payables. + + + +CASH AND CASH EQUIVALENTS + + + +For the purpose of presentation +in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which +are subject to an insignificant risk of change in value. + + + +Pledged deposits are for a tenure +of 1 to 12 months which have been pledged to banks to secure bank overdraft facilities. + + + +SHARE CAPITAL + + + +Ordinary shares are classified +as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account. + + + +INCOME TAX + + + +Current income tax for current +and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax +laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in +tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable +that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount +or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. + + + + 65 + + + + + + + +Deferred income tax is recognized +for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements +except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is +not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. + + + +A deferred income tax liability +is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group +is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse +in the foreseeable future. + + + +A deferred income tax asset is +recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences +and tax losses can be utilized. + + + +Deferred income tax is measured: + + + + + + (i) + at the tax rates that + are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based + on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and + + + + + + + + + (ii) + based on the tax consequence + that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts + of its assets and liabilities except for investment property. Investment property measured at fair value is presumed to be recovered + entirely through sale. + + + + +Current and deferred income taxes +are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction +which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition. + + + +The Group accounts for investment +tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset +is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the +unused tax credits can be utilized. + + + +FOREIGN CURRENCY TRANSACTIONS + + + + + + (a) + Functional and presentation currency + + + + +Items included in the financial +statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates +("functional currency"). The financial statements are presented in Ringgit Malaysia ("RM"), which is the functional +currency of the Group and the Company. + + + +The value of foreign currencies +including, the United States dollar ("USD"), may fluctuate against the RM. Any significant variations of the aforementioned +currency relative to the RM may materially affect the Company s financial condition in terms of reporting in RM. The following +table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: + + + + + + March 31, + + + + 2023 + 2024 + + + RM to USD Year End + 0.2266 + 0.2117 + + + RM to USD Average Rate + 0.2248 + 0.2172 + + + + + + + + September + 30, + + + + 2023 + 2024 + + + RM + to USD Year End + 0.2130 + 0.2414 + + + RM + to USD Average Rate + 0.2177 + 0.2260 + + + + + + 66 + + + + + + + + + + (b) + Transactions and balances + + + + +Transactions in a currency other +than the functional currency ("foreign currency") are translated into the functional currency using the exchange rates at +the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation +of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in +profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. +However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and +net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency translation reserve. + + + +When a foreign operation is disposed +of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency +translation differences is reclassified to profit or loss, as part of the gain or loss on disposal. + + + +Non-monetary items measured at fair +values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. + + + + + + (c) + Translation of Group entities financial + statements + + + + +The results and financial position +of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from +the presentation currency are translated into the presentation currency as follows: + + + + + + (i) + assets and liabilities + are translated at the closing exchange rates at the reporting date; + + + + + + + + + (ii) + income and expenses are + translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates + prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the + transactions); and + + + + + + + + + (iii) + all resulting currency + translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency + translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. + + + + +Fair value adjustments arising on +the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates +at the reporting date. + + + +RELATED PARTIES + + + + + + (a) + A person, or a close member + of that person s family, is related to the group if that person: + + + + + + + (i) + has control or joint control + over the group; + + + + (ii) + has significant influence + over the group; or + + + + (iii) + is a member of the key + management personnel of the group or the group s parent. + + + + + + + (b) + An entity is related to + the group if any of the following conditions applies: + + + + + + + (i) + The entity and the group + are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). + + + + (ii) + One entity is an associate + or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). + + + + + (iii) + Both entities are joint + ventures of the same third party. + + + + (iv) + One entity is a joint + venture of a third entity and the other entity is an associate of the third entity. + + + + + 67 + + + + + + + + + + (v) + The entity is a post-employment + benefit plan for the benefit of employees of either the group or an entity related to the group. + + + + (vi) + The entity is controlled + or jointly controlled by a person identified in (a). + + + + (vii) + A person identified in + (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of + the entity). + + + + (viii) + The entity, or any member + of a group of which it is a part, provides key management personnel services to the group or to the group s parent. Close members + of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings + with the entity. + + + + +(LOSS)/EARNINGS PER SHARE + + + +The Group presents basic and diluted +(loss)/earnings per share data for its ordinary shares. Basic (loss)/earnings per share is calculated by dividing the profit or loss +attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted +for own shares held, if any. Diluted (loss)/earnings per share is determined by adjusting the profit or loss attributable to ordinary +shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of +all dilutive potential ordinary shares. + + + +SEGMENT REPORTING + + + +Operating segments, and the amounts +of each segment item reported in the financial statements, are identified from the financial information provided regularly to the group s +most senior executive management for the purposes of allocating resources to, and assessing the performance of, the group s various +lines of business and geographical locations. + + + +Individually material operating +segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar +in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used +to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually +material may be aggregated if they share a majority of these criteria. + + + +RESERVES + + + +(i) Merger reserve + + + +Merger reserve represents the differences between the +consideration paid, if any, and the issued and fully paid-up share capital of subsidiaries acquired under common control that are accounted +for by applying the "pooling-of-interest" method. + + + +(ii) Capital reserve + + + +The capital reserve represents effects of any revaluation +increase arising on revaluation of headquarter and directors freehold land and buildings. + + + +(iii) Translation reserve + + + +Translation reserve represent +the foreign currency translation difference arising from the translation of the financial statements of companies within the Group from +their functional currency to the Group s presentation currency. + + + +(iv) Accumulated losses + + + +Accumulated losses comprise the +cumulative net losses recognized in the Group s consolidated statements of profit or loss. + + + +GOING +CONCERN + + + +During +the periods ended September 30, 2023 and, 2024, the Group generated losses for the period amounting to approximately RM0.78 million (approximately +US$0.17 million) and RM2.75 million (approximately US$0.66 million), respectively. In addition, the Group s current liabilities +exceeded its current assets by approximately RM16.27 million (approximately US$3.44 million) and RM17.62 million (approximately US$4.25 +million) for the year/period ended March 31, 2024 and September 30, 2024, respectively. These circumstances raise substantial doubt regarding +the Group ability to continue as going concern. + + + +Management s +plan to address this going concern is to obtain financing in the form issuances of rights, ordinary shares, or loan to raise cash and +working capital for the Group. Management may also contribute their own time at less than market rates for the services. The Group also +endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell ordinary shares, which management +believes will provide adequate financial resources for management to continue to expand their operations. + + + +Management +may not be successful in raising additional funds via the means described above. These consolidated financial statements have been prepared +on a going concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis +was not employed. + + + + 68 + + + + + + + +Critical judgements in applying +the Group s accounting policies + + + +There are no critical judgements, +apart from those involving estimation (see below) that the management has made in the process of applying the Group s accounting +policy and that has the most significant effect on the amounts recognized in the financial statements. + + + +Key sources of estimation +uncertainty + + + +The key assumptions concerning +the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing +a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below: + + + + + + (a) + Impairment assessment + for property, plant, and equipment and right-of-use assets + + + + +Property, plant and equipment +and right-of-use assets are tested for impairment when there is any objective evidence or indication that these assets may be impaired. +Impairment exists when the carrying value of an asset or cash-generating unit ("CGU") exceeds its recoverable amount. + + + +The recoverable amounts of property, +plant and equipment and right-of-use assets have been determined based on higher of the fair value less costs to sell or value-in use +("VIU") calculations. If the carrying amounts exceed the recoverable amounts, an impairment is recognized to profit or loss +for the differences. + + + +Property, plant and equipment +mainly consist of freehold land and buildings. Management has assessed that there were no objective evidence or indication that the carrying +amounts of the Group s property, plant and equipment may not be recoverable as at the end of reporting date. Accordingly, impairment +assessment is not required. + + + + + + (b) + Allowance for of inventory + obsolescence + + + + +Management focused on the risk +that the carrying amount of inventories may not be stated at the lower of cost and net realizable value, the determination of which requires +the management to exercise significant judgement in estimating the net realizable value of the inventories. + + + +In estimating the net realizable +value of inventories, management considers the inventories ageing, fashion pattern, current economic conditions, market demand, +expectation of future prices and changes in customer preference of the respective inventories. + + + +Commitments and Contingencies + + + + + + (a) + Operating lease commitments + + + + + + + Financial + year ended + March + 31, 2023 + + Financial + year ended + March + 31, 2024 + + Six + months ended + September + 30, 2024 + + + + + RM + RM + RM + + + + + + + + + Short-term and low-value leases + 362,772 + 518,900 + 731,598 + + + + + +The Group has elected not to recognize +right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases. +Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term. + + + + 69 + + + + + + + + + + (b) + Contingent liabilities + + + + +On April 12, 2023, the subsidiary +of the Company namely HI Style (M) Sdn. Bhd. ("HI Style (M)") was served with a claim in the Seremban High Court by a retail +apparel company. The plaintiff alleged that HI Style (M) breaches the plaintiff s intellectual property rights through trademark +infringement and misappropriation ("Litigation Claim). The relief sought from the Seremban High Court include, among others, +injunctive relief, the publication of apology notice by HI Style (M), destruction or delivery up of the alleged infringing goods, damages +and legal costs. + + + +As of January 8, 2025, the Litigation +Claim has been settled out of court amicably with a mutual agreed sum of RM86,666, including of legal costs. + + + +Liquidity Risk and Management + + + +Prudent +liquidity risk management implies sufficient cash to finance the Group s and the Company s operations and development activities. +The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group s +business operations and development activities. The Group s objective is to maintain a balance between continuing of funding and +flexibility through the use of borrowings. + + + +During the periods ended September +30, 2023 and, 2024, the Group generated losses for the period amounting to approximately RM0.78 million (approximately US$0.17 million) +and RM2.75 million (approximately US$0.66 million), respectively. In addition, the Group s current liabilities exceeded its current +assets by approximately RM16.27 million (approximately US$3.44 million) and RM17.62 million (approximately US$4.25 million) for the year/period +ended March 31, 2024 and September 30, 2024, respectively. These circumstances raise substantial doubt regarding the Group ability to +continue as going concern. + + + +Management s +plan to manage its liquidity by continuing to procure financing in the form issuances of rights, ordinary shares, +or debts to raise cash and working capital for the Group. Management may also contribute their own time at less than market rates for +the services. The Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell +additional ordinary an initial public offering that will provide adequate financial resources for management to continue to expand their +operations. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + +Concentration of risk + + + +For the financial years ended March +31, 2023, 2024 and six months ended September 30, 2024 + + + +Concentration of credit risk + + + +Financial instruments that potentially +expose us to concentrations of credit risk consist primarily of cash and cash equivalents. We place our cash and cash equivalents with +financial institutions with high credit ratings and quality. + + + +Concentration +of customers + + + +None of customers contributed more +than 1% of revenue as we are primarily in cash retailing business. + + + +Concentration +of vendors + + + +For the financial years financial +ended March 31, 2023 and 2024, one major vendor, who was a provider of procurement, purchasing services and support, accounted +for 50.9% and 46.8% of the Group s total cost of sales respectively. + + + +For +the six months ended September 30, 2024 another major vendor, who was a provider of procurement, purchasing services and support, accounted +for 33.9% of the Group s total cost of sales. + + + + 70 + + + + + + + +HISTORY +AND CORPORATE STRUCTURE + + + +HI-Style +(M) was founded in 2008 by brothers Mr. CC Pwa and Mr. CT Pwa initially as a fashion trading house and have over the years grown into +a design and retailer of affordable casual apparel for men and ladies employing more than 240 staff across Malaysia and Singapore. As +at the date of this prospectus, our Group has 37 concept boutiques across Malaysia consisting of 1 showroom carrying all of our +brands, 24 "HI Style" stores, 6 "Sub" stores and 4 "Bottled Dream" boutique stores. We have +2 concept boutiques across Singapore and 3 online sites. Our products are sold under our own brands "HI Style", "SUB", +"Fave" and "Bottled Dream". + + + +As +at the date of this prospectus, our Group is comprised of the Company and its subsidiaries, Treasure Zenith, HI Style (M), HI Style (S), +Immence, Sby Fashion and Sub Crew. + + + +Corporate +Structure + + + +Our +Company was incorporated in the Cayman Islands on March 14, 2023 under the Companies Act as an exempted company with limited liability. +Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, at par value of US$0.001 each. Upon incorporation, +one share was held by Soaring Fame. On March 15, 2023, Soaring Fame, Vantage Success, Emprise Ahead, Shao Qi and Alpha Summit subscribed +for 8,709 Shares, 490 Shares, 343 Shares, 147 Shares and 310 Shares for cash at par respectively. + + + +Treasure +Zenith was incorporated in the BVI as a limited liability company on July 11, 2022 and is authorized to issue a maximum of 50,000 shares +with a par value of US$1.00 each. On incorporation one share was allotted and issued to Soaring Fame on December 12, 2022. On January +20, 2023, Soaring Fame, Alpha Summit, Vantage Success subscribed for 9,195 shares, 310 shares and 490 shares for cash at +par. On January 21, 2023, Emprise Ahead and Shao Qi acquired 343 shares and 147 shares in Treasure Zenith from Soaring Fame, representing +approximately 3.43% and 1.47% of the shareholding interest in Treasure Zenith. On May 26, 2023, Soaring Fame transferred 442 shares +and 338 shares in Treasure Zenith to Summit Knight and Harmonic Charm for cash at par and for US$160,000, respectively, representing +approximately 4.42 % and 3.38% of the shareholding interest in Treasure Zenith. + + + +On +May 26, 2023, Soaring Fame transferred 442 Shares and 338 Shares to Summit Knight and Harmonic Charm, both for cash at par, representing +approximately 4.42 % and 3.38% of the entire share capital of the Company before the offering. As part of a group reorganization on +November 17, 2023, our Company acquired the respective entire issued shares in Treasure Zenith from Soaring Fame, Alpha Summit, Vantage Success, +Emprise Ahead, Shao Qi, Summit Knight and Harmonic Charm in consideration of our Company allotting and issuing 8,001,370 Shares, 312,790 +Shares, 494,410 Shares, 346,087 Shares, 148,323 Shares, 445,978 Shares and 341,042 Shares to them, respectively, credited as fully +paid. + + + + 71 + + + + + + + +Organization +Chart + + + +The +charts below set out our corporate structure as at the date of this prospectus. + + + +Immediately before the +offering + + + + + +*The balance 5.0% is owned by Mr. Lim Leong Wei, an Independent +Third Party. + +**The balance 40% is held by Mr. CS Pwa, the brother of Mr. CC Pwa +and CT Pwa. + + + +Immediately +after the offering + + + + + +*The balance 5.0% is owned by Mr. Lim Leong +Wei, an Independent Third Party. + +**The balance 40% is held by Mr. CS Pwa, the brother of Mr. CC Pwa +and CT Pwa. + + + +Note: Corporate structure assumes that the Ordinary +Shares registered under the Resale Prospectus has not been sold by any Resale Shareholders. + + + +Entities + + + +A +description of our principal operating subsidiaries is set out below. + + + +HI +Style (M) + + + +On +April 22, 2008, HI Style (M) was incorporated in Malaysia as a Private Limited entity limited by Shares. The nature of business of HI +Style (M) is that of trading in garment, shoes and articles of clothing. HI Style (M) carries on the business of the design and sale +of casual apparel under our "HI Style" and "Fave" brands in Malaysia. As part of a group reorganization completed +on November 17, 2023, HI Style (M) became an indirect wholly owned subsidiary of our Company. + + + +Sub +Crew + + + +On +March 18, 2019, Sub Crew was incorporated in Malaysia as a Private Limited entity limited by Shares. The nature of business of Sub Crew +is that of retail sale of articles of clothing, articles of fur and clothing accessories, wholesale of a variety of goods without any +particular specialization and retail sale of footwear. Sub Crew carries on the business of the design and sale of smart and casual apparel +under our "SUB" brand in Malaysia. As part of a group reorganization completed on November 17, 2023, Sub Crew became +an indirect wholly owned subsidiary of our Company. + + + +Sby +Fashion + + + +On +August 18, 2014, Sby Fashion was incorporated in Malaysia as a Private Limited entity limited by Shares. The nature of business of Sby +Fashion is that of retailing in garments, shoes and articles of clothing. Sby Fashion carries on the business of the design and sale +of fashion clothing under our "Bottled Dream" brand in Malaysia. As part of a group reorganization completed on November +17, 2023, Sby Fashion became an indirect wholly owned subsidiary of our Company. + + + +Immence + + + +On +December 23, 2021, Immence was incorporated in Malaysia as a Private Limited entity limited by Shares. The nature of the business of +Immence is that of wholesale of a variety of goods without any particular specialization N.E.C. Immence carries on the business of the +sale of our "HI Style" casual apparel exclusively in Malacca, Malaysia. Immence is owned as to 95% by Hi Style (M) and +5% by Mr. Lim Leong Wei. + + + +HI +Style (S) + + + +On +February 6, 2014, HI Style (S) was incorporated in Singapore with limited liability. HI Style (S) carries on the business of the sale +of our "HI Style" casual apparel in Singapore. As part of a group reorganization completed on November 17, 2023, HI +Style (S) became an indirect majority-owned subsidiary of our Company as to 60%. The remaining 40% is held by Mr. CS Pwa, the brother +of Mr. CC Pwa and Mr. CT Pwa. + + + + 72 + + + + + + + +INDUSTRY +OVERVIEW + + + +All +the information and data presented in this section have been derived from Frost & Sullivan Limited ("Frost & Sullivan") s +industry report commissioned by us entitled "The Interconnect Product Market Independent Market Research" (the "Frost +& Sullivan Report") unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information +contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which +may not occur at the rates that are projected or at all. + + + +OVERVIEW +OF MALAYSIA APPAREL MARKET + + + +Definition +and Classification + + + +Apparel +means all items of clothing and cloth produced by weaving, knitting and felting, and shall include uniforms, coveralls, footwear, linens +and entrance mats. + + + +The +apparel retail market includes baby clothing, toddler clothing and casual wear, essentials, formalwear, formalwear-occasion, and outerwear +for men, women, boys and girls; excludes sports-specific clothing. + + + +The +apparel products could be divided into three types: + + + + + + + Menswear + : It includes jeans, trousers, tracksuits, shirts, jackets, socks, mufflers, gloves, mittens, ties, anoraks, cloaks, coats, windcheaters + and blazers. + + + + + + + + + + + + Womenswear: + It includes tops, skirts, shirts, slips, petticoats, bathrobes, dressing gowns, under garments, pajamas, over coats, track suits, + swim wear, shawls, scarves, mufflers, knitted apparel, crochet, aprons. + + + + + + + + + + + + Children s + wear: It includes frocks, jumpsuits, sunsuits, undergarments, sweaters, pajamas, booties, one-piece sleepers, T- shirts, shorts, + shirts, skirts. + + + + + +Value +Chain + + + + + +Source: +The Frost & Sullivan Report + + + +The +upstream of the value chain of the apparel industry mainly consists of raw material suppliers such as cotton suppliers or linen manufacturers +or distributors and equipment suppliers including loom machine and spinning machine manufacturers or distributors and so forth. Raw materials +such as cotton, are made into yarns after cleaning, dyeing and spinning. Yarn is a long continuous length of interlocked fibers, suitable +for use in the production of textiles. + + + +Textile +fabric manufacturers and textile products manufacturers constitute the middle stream of the value chain of the textile industry. Textile +products manufacturers may source textile fabrics from textile fabric manufacturers or would manufacture by themselves. The production +of textile fabric usually includes a series of steps including weaving, knurling, printing and dyeing and others. Services scope of textile +products manufacturers depends on a series of factors, namely, target consumer market, production technology and capacity, downstream +application and so forth. Generally, manufacturers produce textile products based on different requests from downstream customers. + + + + 73 + + + + + + + +The +downstream is made up of textile products retailers, which could be divided into three major groups, i.e., apparel retailers, home furnishing +products retailers and industrial textile retailers. + + + +Market +Size of Apparel Industry in Malaysia by Retail Sales Value + + + +The +market size of apparel industry in Malaysia, which is measured by retail sales, has increased from approximately US$1,766.5 million to +US$2,218.1 billion from 2016 to 2021, representing a CAGR of 4.7%. The burgeoning demand for apparel was attributable to rising affluence +and surging consumer confidence, backed by stronger spending by women and the rise of e-commerce platform. + + + +Growth +in sales of women s wear has been significantly fueled by the increasing demand for casual and modest wear and it is expected to +serve as the market driver to the apparel market. Combined with the rise of omni-channel retailing, the market size of apparel industry +is expected to continuously increase at a CAGR of 8.1% in the next five years to reach US$3,207.6 million in 2026. + + + + + +Source: +The Frost & Sullivan Report + + + +Market +Drivers and Trends Analysis of Apparel Industry in Malaysia + + + +Rise +of Omni-channel Retailing: More and more fashion retailers are adopting omni-channel business models to encourage sales +by creating a seamless and simple buying experience for consumers regardless of the purchasing channel of online or offline. In order +to facilitate consumers with better shopping experiences and enable them to buy domestic and international products conveniently, fashion +retailers have also gradually established cloud services and edge computing, either in-house built or with assistance of outsourced software +and services, to run big data analysis and machine learning to further customize products and solutions for consumers based on items +they have tried on either virtually or in offline stores. Omni channel allows retailers to achieve more availability of products and +further integrate online and offline stores for customers, thereby providing more channels for customers purchase on mobile, web, or +in stores. The popularity of omni-channel retailing contributes to the growth of fashion sales in Malaysia. + + + +Higher +Brand Awareness: Consumers are increasingly looking for quality and customized designs of different brands throughout +the consumer journey from product trial, word-of-mouth interactions, purchase, after-sales experience. In Malaysia, branded apparel products +are perceived as those with superior qualities, broader market recognition, fashion trend leading, and even specific social-cultural +implications. The prevalence of social media in fashion leads to the growing number of promotions and advertisements for apparel products +through different media channels. Higher brand awareness of fashion leads to trust and more recognition among customers, which in turn +drive the sales of fashion in Malaysia. + + + + 74 + + + + + + + +Diversified +Pursuit of Fashion: Rising female labor participation and incomes have coincided with the pursuit of fashion. Malaysian women +are enjoying increased empowerment and financial independence. They like to use modern fashion to express themselves and to feel good +about themselves, and they are very keen to buy brands. Increasing number of Malaysian designers and fashion makers are tapping into +the market potential and as a result young women is seen as the fast-growing segment in the apparel market in Malaysia. Fashion retailers +in Malaysia offer products which can satisfy diversified fashion taste and pursuits for consumer, particularly for the young women. For +instance, consumers in Malaysia are expecting apparels to satisfy their pursuits on fashion tastes, social status, personal characteristics, +functionalities and occasions. The continuously emerging and diversified preferences will further stimulate people s spending +on apparels products in Malaysia. + + + +Emergence +of the Young Generation: Younger generations are driving the apparel market in Malaysia. Fashion is one of Malaysia s +important product categories and the aged group 25-34 makes up most of Malaysia s fashion shoppers. In addition, the younger generations +are now in the workforce, which gives them the disposable income to spend on apparel products. Nowadays, with the influence of Internet, +youngsters are easily affected by the fashion element from key opinion leaders on social media or celebrities, and they also tend to +have more individual ideas when purchasing apparel. As the youngsters tastes and the fashion elements change quickly, brand owners +and apparel distributors continuously update their fashion sense to select popular design. The fast changing fashion trends require a +shorter product lifecycle and variety of apparel product types, which creates growth opportunities for the fashion brands in Malaysia. + + + +Cost +Structure Analysis + + + +Employees +of retail trade are considered as the employees in the accommodation and services industry and the salary of retail employee is one of +the key cost components for apparel industry. The average monthly salary of employees in the accommodation and services industry in Malaysia +recorded an increase from MYR 1,550.0 in 2016 to MYR1,950.0 in 2021, at a CAGR of 4.7%. + + + + + +Source: +The Frost & Sullivan Report + + + +Labor +wage and procurement of raw materials are the major cost items of apparel, textiles and footwear production. Production index for apparel, +textiles and footwear in Malaysia increased from 100.0 in 2016 to 110.9 in 2021, at a CAGR of 2.1%. During the observed period, the highest +production index for apparel, textiles and footwear was 118.5 in 2019. The production index recorded a slowdown in 2020 and 2021 due +to the decrease in consumption expenditure and decrease in demand for apparel products during the COVID-19 outbreak. + + + + + +Source: +The Frost & Sullivan Report + + + + 75 + + + + + + + +Market +Size of Apparel Industry in Singapore by Retail Sales Value + + + +The +retail sales of apparel in Singapore increased from approximately US$3,205.1 million to US$3,386.0 million from 2016 to 2021, representing +a CAGR of 1.1%. Following the overall downturn of the retail sales in 2020 as a result of the COVID-19 outbreak, the retail sales of +apparel in Singapore also recorded a drop in 2020, down by 6.9% compared to 2019. + + + +The +e-commerce platform also contributes to the growth of apparel retail sales. Consumers prefer online shopping where they can easily switch +to a cheaper store in just one click. Through online, the retailers are able to provide product distinction and further experiential +value to capture and retain the attention of consumers. In addition, the Singaporean government organizes many fashion shows and funds +many fashion initiatives to promote the fashion apparel sector in the country. The market size of apparel industry in Singapore is expected +to increase at a CAGR of 5.2% in the next five years to reach US$4,350.4 million in 2026. + + + + + +Source: +The Frost & Sullivan Report + + + +Market +Drivers and Trends Analysis of Apparel Industry in Singapore + + + +Proliferation +of E-commerce Platform: With the popularity of e-commerce, consumers are more interested and looking forward to more options +at their convenience with the wider range of options on offer. Consumers prefer online shopping where they can easily switch to a cheaper +store in just one click. Through online, the retailers are able to heighten product distinction and further experiential value to capture +and retain the attention of consumers by providing wide variety of apparel products with the aid of virtual try-on solutions. The e-commerce +platform further promotes the retail sales of apparel in Singapore. + + + + 76 + + + + + + + +Supportive +Government Policies: Singapore is working pro-actively for creating itself as a global hub for the apparel Industry. Singapore +Government supports its apparel industry and fashion designers in building a strong foundation for long-term development. International +designs have seen a shift to the emerging market of the East from the mature West market. Singapore s vast regional talent pools +and boundless market potential shows gateway for both the international design houses for Asia to international design houses and to +international markets for new Asian designers. As it represents great market potential for the apparel industry, there are lots of new +brands sprouting up in Singapore. The supportive government policies would further support the growth of the overall apparel industry +in Singapore. + + + +Growing +Number of Young Generation: In Singapore, the younger generation, particularly in the 25-34 years old age group, represents +a new generation of shoppers, influencing the way brands needs to portray themselves and disrupting their traditional selling blueprints. +This group of shoppers are mostly in workforce and have a decent amount of income to spend. Regarding their spending habits, they were +termed as the "aspirational class" – individuals who are constantly seeking out brands that align with their beliefs, +morals and way of life. On top of that, this consumer group tends to have higher expectations of a mobile-first, seamless retail experience +that includes shopping, payment, delivery and customer service. They are also driven by a need for self-expression, which then determines +the way they make their purchase decisions. They growing number of younger generations is the driving force for the e-commerce and apparel +industry in Singapore. + + + +Competition +Overview + + + +The +apparel retail market in Malaysia is competitive and fragmented, attributable to increasing penetration of premium and luxury fashion +brands from around the world and emergency of local independent fashion brands. Rising disposable incomes, increasing consumer confidence, +a growing population and the effect of government policies have been supporting the growth of the Malaysian retail sector, attracting +international players to try to establish a presence in the market. On the other hand, local independent fashion brands have been capitalized +on the popularity of e-commerce and social media to position themselves as online specialist retailers to gain increasing exposure for +their craftsmanship. + + + +Entry +Barriers + + + +Operational +Capability: Established apparel retailers have built up the standard of procedures and supply chain management in daily +operations, from procurement of apparel products, inventory management, and product delivery to marketing. To suppliers, proficient control +of lead time and supplying schedule secure a stable source of goods and avoid popular items to be sold out. To customers, an efficient, +timely and reliable delivery schedule, coupled with comprehensive and organized after-sales auxiliary customer services, often requires +extensive training and operational experience. New entrants without the standard of procedures and relevant experience would find it +difficult to run the apparel retail business in Malaysia. + + + +Established +Relationship with Suppliers and Distributors: In order to maintain competitiveness in the market, apparel retailers shall +maintain positive relationship with key accounts including the suppliers of goods and logistics services providers. Such established +relationship may secure a reliable and up-to-date sourcing of products from suppliers and increase the efficiency of supply chain management. +In particular, the retail supply chain is the flow of processes involved in the production and distribution of products. There are various +discrete components of a supply chain, such as warehousing, inventory management, procurement, order management, carrier partnerships, +and more. New market entrants without prior supply and distribution network may find it difficult to build a credible relationship with +other stakeholders along the value chain. + + + +Initial +capital investment: Market participants are required to possess sufficient amount of capital and human resources to sustain +their businesses, particularly for procurement of apparel products, hiring of staff, setting up physical stores and building of e-commerce +platforms. Existing market participants may have already built up a more solid customer base and established supply network, to ensure +a stable and smooth business operation and generate sufficient flow as a comparative advantage over new market entrants. Therefore, new +market entrants who would like to enter the apparel market may have to overcome such high initial capital investment. + + + +Factors +of Competition + + + +Online +to Offline Business Model: Apparel retailers are increasingly transforming their stores into flagship concept stores, presenting +a new experiential shopping concept that combines online and offline marketing strategies. Department stores and multi branded fashion +specialist retailers carry a wide range of premium niche labels. The adoption of online to offline model is becoming the key competition +focus on the apparel retail industry in Malaysia. + + + +Technological +capabilities: The technology capability and requirement of apparel retailers is generally higher considering the dynamic +digital environment. In terms of design capability, a well-organized web interface could facilitate a smooth and barrier-free transaction +and information seeking experience of customers and serve as an impetus to induce conversion of salience into purchases. In respond to +the numerous numbers of customers and transaction records, the apparel retailers with analytical capability are able to translate large +amount of data into informed business decisions and arrange proper strategy to target potential internet users. + + + +Customer +Loyalty and Brand Awareness: Apart from availability and variety of products, customer loyalty and brand recognition ensure +a sustainable source of income. Loyal customers are more willing to spend repeatedly due to their positive prior purchase experience. +These customers are also more likely to refer new customers to the service providers. Some apparel retailers have diversified their apparel +business through the use of a large number of fashion labels across categories, which in turn increases brand awareness. The success +of apparel retailers is mainly driven by customer loyalty and the benefits of having established company recognition. + + + + 77 + + + + + + + +BUSINESS + + + +Overview + + + +COR3 +& Co. (Holdings) Limited was formed on March 14, 2023, under the laws of the Cayman Islands. Our founding operating entity, HI Style +(M) was founded in 2008. We are principally engaged in the retail of fashion apparel through our four brands, (i) HI Style, (ii) Fave, +(iii) SUB and (iv) Bottled Dream. HI Style focuses on menswear products while Fave focuses on womenswear products. SUB is a brand designed +for those seeking high quality material clothing and timeless apparel options, while Bottled Dream caters to the preferences of our younger +customers seeking a more casual look and feel. + + + +We +are committed to providing our customers with affordable, trendy, and comfortable clothing that fits their lifestyle. We empower our +customers to express themselves through fashion by connecting them with a diverse range of fashion products. We sell over 1,400 and 4,300 +products across our (i) e-commence platforms (our website and our app, namely, the "HI STYLE App") and (ii) retail stores +respectively. We operate 37 retail stores, employing more than 240 staff across Malaysia and Singapore. We believe our retail +strategy allows us to interact more directly with and gain insights from our customers while providing us with greater control of our +brand. + + + +Our +products consist of knitted and woven apparels such as t-shirts, trousers, hoodies, jackets, dresses and shorts for men and women. + + + +Our +vision is to offer fashionable apparel products at affordable prices and reliable quality, improve the satisfaction of our customers, +and provide opportunities for growth for our employees. The founding principles established by our founders drive our distinctive corporate +culture and promote a set of core values that attracts passionate and motivated employees. We believe the passion and dedication of our +management and employees allow us to successfully execute our business strategy, enhance brand loyalty and create a distinctive connection +with our customers. To this end, we have successfully achieved ISO 9001:2015 certification. This certification affirms that organizations +attaining it have effectively showcased their capability to consistently deliver products and services that align with customer requirements, +while actively striving to improve customer satisfaction. + + + +Our +Product Offerings + + + +Our +Brands + + + +We +are principally engaged in the retail of fashion apparel through our four brands, (i) HI Style, (ii) Fave, (iii) SUB and (iv) Bottled +Dream. Our HI Style brand focuses on menswear products while our Fave brand focuses on womenswear products. SUB is a brand designed for +young adults seeking higher quality and timeless apparel options, while Bottled Dream caters to the preferences of our younger customers +seeking a more casual look and feel. + + + + + + , ' ': HI + STYLE offers a taste of trendy yet stylish menswear products from top to bottom, as well as fashionable jeans for the younger + generation.1 + + + + + + +1 +In respect of the trademark, an application was made and approved on August 5, 2020 (application +number TM2020016586) to the Intellectual Property Corporation of Malaysia ("MyIPO") for the registration of such trademark +under class number 25 which was published on 12 October 2023. Further, an application was made on February 9, 2023 (application number +40202302808V) and approved on November 30, 2023 by the Intellectual Property Office of Singapore ("IPOS") for +the registration of such trademark under class number 25. In respect of the trademark, a deed of +assignment dated November 16, 2023 was entered into between Mr. CC Pwa and HI Style (S) in relation to the assignment to HI Style (S) +of the rights of such trademark and an application was made on November 16, 2023 to IPOS to register the transfer of ownership of such +trademark (application number T1301692D) from Mr. CC Pwa to HI Style (S). + + + + + + 78 + + + + + + + + + + , ' ': SUB + is made up of various essential items of an adult s wardrobe, together with some seasonal pieces which allows the person to + express his or her individuality and be intact with the trend.2 + + + + The + concept of Bottled Dream is simple and basic, and it shows its own personality and characteristics, while enhancing the sense of + comfort for young women. + + + + , ' ': FAVE + is the brand which caters to the interest and needs of young girls with the latest styles that keeps them looking chic. + + + + +Our +Showroom and Head Office is shared by all our brands, and houses our office staff, inventory and stores. With parking lots available, +we are able to regularly hold special events and sales for our customers, and allow credit card payments and in-store pickups. + + + + + + + + + + + + + + + + + + + + Showroom & Head Office + + + + + + +Our +Sales Channels + + + +As +of the date of this prospectus, the number of products offered on our e-commence platforms (websites and HI STYLE App) and retail stores +are over 1,400 and 4,300, respectively. + + + + + +2 +Two applications were made on June 16, 2023 to MyIPO for the registration of this "SUB" trademark under class number +18 (application number TM2023017167) and class number 25 (application number TM2023017173). + + + + 79 + + + + + + + +Below +is a breakdown of our revenue by our E-commence platforms and direct retail stores for the years ended March 31, 2023 and 2024 as well as 6 months ended September 30, 2023 and +2024. + + + +For +the financial years ended March 31, 2024 and 2023 + + + + + + Financial year ended + + March 31, + 2023 + Financial year ended + + March 31, + 2024 + +Variance + + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + E-commerce platforms (websites and app) + 1,248,535 + 2.1% + 1,237,136 + 2.1% + (11,399) + (0.9)% + + + Retail stores + 56,963,541 + 97.9% + 58,087,959 + 97.9% + 1,124,418 + 2.0% + + + Total + 58,212,076 + 100% + 59,325,095 + 100% + 1,113,019 + 1.9% + + + + + +For +the six months ended September 30, 2024 and 2023 + + + + + + For + the six + months + ended + September 30, 2023 + + For + the six + months + ended + September 30, 2024 + + Variance + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + E-commerce platforms (websites and app) + 568,325 + 2.3% + 658,129 + 3.0% + 89,804 + 15.8% + + + Retail stores + 24,369,334 + 97.7% + 21,065,622 + 97.0% + (3,303,712) + (13.6)% + + + Total + 24,937,659 + 100% + 21,723,751 + 100% + (3,213,908) + (12.9)% + + + + + +HI +STYLE App and Website + + + + + + + + + + + + + + + HI STYLE App + + Website + + + + +Through +our HI STYLE App and websites, customers can access a broad range of fashion products from our brands. We have undertaken a number of +efforts to ensure that the customer experience is as seamless as possible, such as optimizing our websites for mobile shopping and payments +through e-wallets, online banking and credit cards. + + + +We +are currently on social media platforms such as Facebook, Instagram, YouTube, XiaoHongShu and TikTok, and we regularly provide updates +of our apparel products so that our customers will be informed of our new apparel products. All items sold over the HI STYLE app and +websites are stored in our main warehouse located at Seremban, Negeri Sembilan, Malaysia, from which they are delivered swiftly through +third-party providers. Our average delivery time for peninsular Malaysia is one to three days, and three to six days in east Malaysia. +We offer customer support in our markets as well as free return options, enhancing and contributing to an outstanding shopping experience +in our markets. + + + + 80 + + + + + + + +Retail +Stores + + + + + +We +sell our fashion apparel and other lifestyle merchandise predominantly through our retail stores. The main apparel products that we sell +to our customers are knitted and woven apparels such as t-shirts, trousers, hoodies, jackets, dresses, shorts for men and women. The +following table sets out the breakdown of revenue generated by our products: + + + +For +the financial year ended March 31, 2023 and 2024 + + + + + + Financial + year ended + + March 31, + 2023 + + Financial + year ended + + March 31, + 2024 + + +Variance + + + + + RM + % of total revenue + RM + % of total +revenue + RM + % + + + Menswear + 32,575,193 + 56.0% + 34,251,959 + 57.7% + 1,676,766 + 5.1% + + + Womenswear + 25,636,883 + 44.0% + 25,073,136 + 42.3% + (563,747) + (2.2)% + + + Total + 58,212,076 + 100% + 59,325,095 + 100% + 1,113,019 + 1.9% + + + + + +For +the six months ended September 30, 2023 and 2024 + + + + + + For + the six + months + ended + September 30, 2023 + + For + the six + months + ended + September 30, 2024 + + Variance + + + + RM + % of total revenue + RM + % of total revenue + RM + % + + + Menswear + 13,838,145 + 55.6% + 12,325,239 + 56.7% + (1,701,002) + (15.3)% + + + Womenswear + 11,099,514 + 44.4% + 9,398,512 + 44.3% + (1,512,906) + (10.9)% + + + Total + 24,937,659 + 100% + 21,723,751 + 100% + (3,213,908) + (14.8)% + + + + + + 81 + + + + + + + +Quality +Control + + + +The +main objectives of quality control in our business are to ensure the quality of the goods we receive from suppliers and minimize incorrectly +packed items and hence reduce the cost associated with returning and exchanging these items. We have adopted and implemented stringent +quality assurance and control measures. Specifically, after the shipment arrives from our suppliers, our inventory staff will check for +defects, quality as well as quantity in accordance with our quality control policy. If there is any problem with the apparel products, +our inventory staff would report to our merchandising team to follow up with the suppliers (if necessary) and resolve the issue. Prior +to delivery of each customer s order (for apparel products bought from our e-commerce platforms), our inventory staff checks every +product against the customer s order record as stored in our system. Our inventory staff scans the label on each product and checks +whether the style and size of the products are correct. If there is any mistake, the products are returned for re-packing. The mistake +would also be logged onto our system for record and rectification measures. For further information on our Group s insurance policies, +see "Prospectus Summary – Competitive Strengths – Strict quality assurance and control measures". + + + +Return +Policy + + + +As +at the date of this prospectus, we offer a free return policy (terms and conditions applied) to online shoppers of our e-commerce +platforms who are in Malaysia. Our online shoppers in Malaysia may return and exchange their purchases free of charge within a +14-day return period for products bought on our e-commerce platforms. Online shoppers in other parts of the world currently do not enjoy +this free-return policy. In addition, certain items sold are not refundable or exchangeable. Specifically, we generally do not return +or exchange for sale items, including underwear and swimwear, except where the item has been mistakenly omitted during packing before +the shipment, the item is faulty, or an incorrect item is shipped to our online customers. While our retail store customers enjoy +free-of-charge exchange of product within 7-day period, subjected our exchange policy and terms. + + + +Any +defective products received by us would be returned to our suppliers and we generally do not incur any loss for product returns. To the +extent permissible under the relevant laws in Malaysia and Singapore, we do not ordinarily offer warranties on products sold by us including +merchantability and fitness for a particular purpose. + + + +We +believe consumers value free-return policies for online shopping. They provide reassurance by allowing hassle-free returns, boosting confidence and purchase willingness. Benefits include increased trust, enhanced customer experience, and higher sales. +Such policies build trust and confidence, ensuring return options if products don t meet expectations. They improve the overall +customer experience, enhancing satisfaction and loyalty. + + + +As +part of our policy, whenever a customer raises a complaint via a phone call, email, or text messaging, we will record such a complaint +for our internal tracking purposes. For the three years ended March 31, 2024 and 2023 as well as the six months ended September 30, 2024, we did not receive any +material complaint from our customers which had materially and adversely affected our business, nor did we make any material compensation +to our customers as a result of any product liability claims or complaints from customers. + + + +Pricing +Strategy + + + +As +of the date of this prospectus, the price ranges of products offered for sale segmented from RM19.90 to RM399.90 for our menswear items; +and RM19.90 to RM239.90 for our womenswear items. The average value per sale transaction was approximate of RM110.00 and the average +number of items per sale transaction was between 2 to 3 for the six months ended September 30, 2024. + + + +Our +merchandising, sales and operation teams are responsible for setting the retail prices of the products on our e-commerce platform and +retail stores. We determine the prices of our products with reference to the following factors: + + + + + + (i) + market + price of the products; + + + + (ii) + cost + of procuring products from our suppliers; + + + + (iii) + our + operational costs for maintaining our e-commerce platform and our warehouse; + + + + (iv) + popularity + of the brand and the particular product on offer; + + + + (v) + the + inventory turnover rate of a product; and + + + + (vi) + seasonality + of the fashion industry, for example the fashion industry generally offers discounts before the Chinese New Year and Christmas seasons. + + + + + +Credit +Policy and Payment Methods + + + +We +accept payment by major credit card brands (VISA, MasterCard and American Express) and our e-wallet on our e-commerce platform. We accept +major credit card brands and cash at our retail stores. We intend to accept payment from other debit platforms such as Grabpay and Alipay +in the near future. Orders are settled in RM and Singapore dollars, in Malaysia and Singapore respectively. + + + + 82 + + + + + + + +Inventory +Procurement and Control + + + +We +impose a standardized procedure on procurement and inventory control. For each season s inventory, we plan our procurement at least +1 to 3 months in advance. Generally, at the beginning of each procurement period, our management formulates a procurement budget based +on historical sales data, market trends and general economic conditions and our procurement team is responsible for drawing up a list +of products (including the specific details on the various quantities for different sizes and colors) to be procured. + + + +Once +the type, size, color and quantity of goods to be stocked have been decided, the procurement team places orders with our suppliers. Since +fashion clothing generally has a short shelf life, we exercise prudence in determining the type, size, color and quantity of goods we +purchase to avoid excessive accumulation of inventories, which is further prevented as our products are mostly of timeless designs that +remain relevant despite fashion cycles. Once the goods arrive at our warehouse, our warehouse team unpacks the goods, checks quality +and quantity against our purchase orders, assign a location for storage of the goods in our warehouse and applies a computer-readable +barcode label on each of our stocks. Our warehouse team also takes a sample of every newly stocked item to our merchandising for photo +shooting. + + + +On +each morning of a working day, our logistic team prints out all orders received on our e-commerce platform the previous day and packs +the goods according to the orders. The packed goods are passed to our quality control personnel for checking. After that, the goods are +sent to our customers by courier. + + + +We +engage independent courier service providers to deliver our products to our customers. These couriers leverage technology to track the +deliveries and in case of delays, our customers are able to find out where their packages are during the delivery process. Our inventory +management system provides real-time status on the availability of each product and its sizes and colors. We keep track of the historical +procurement and sale rate of each product and its sizes and colors as well as any return of defective goods. + + + +In +drawing up our procurement plan and determining an optimal level of inventories for the coming season, we consider factors such as the +historical sales figures in our database, the demand for these products, sizes and colors, the prevailing trends and general market conditions. +Typically, we only order a large quantity of top selling products, sizes and colors. We typically only order a small number of items +initially for a new product, size or color such that we are able to gauge the demand for these new items and reduce the risk of slow-moving +inventories. + + + +To +ensure that items listed on our e-commerce platforms and retail stores are sufficient, we order a larger quantity for popular products, +colors and sizes before the coming season by using our historical data and by ordering ahead of time to allow sufficient time for items +to be delivered to our warehouse. For new products, colors and sizes, our procurement team closely monitors the demand for these products +at least on a weekly basis such that if the demand is high, our procurement team may place additional orders in a timely manner. + + + +We +generally order the first batch of products around 1 to 3 months before the coming season for our suppliers to manufacture a larger quantity +of them. Our subsequent reordering to replenish our inventories typically takes one to two weeks between the time of placing an order +and upon delivery and does not have minimum order size required by our suppliers. Our inventory database software is connected to our +e-commerce platform such that when a product is out of stock, it is reflected on our e-commerce platform and our customers will not be +able to purchase such product. As such, we have never incurred any material inventory shortage. + + + +To +reduce the risk of inventory obsolescence, we monitor the level of our collective online and offline inventories. Our directors, together +with the head of departments are in charge collectively of our inventory control. For example, we are inclined to give a higher discount +or increase our marketing efforts for those slow-moving products or products that have been stored in our warehouse longer. Also, we +hold stock clearance event bi-yearly to reduce excess inventory. + + + +Also, +we utilize a technology platform which presents data such as key trends in the various retail stores, identifying the most and least +sought after product in any of our retail stores, and showing inventory stock levels. The usage of this technology platform enables us +to respond to local business expectations quickly and efficiently. For example, we use a business intelligence solution, which enables +us to collect and analyze large amounts of data across our operations which we use to continuously improve our value proposition for +our customers and our organizational decision making. + + + + 83 + + + + + + + +Certifications + + + +Currently, +we have received the following certifications: + + + + + Relevant + authority/organization + + Relevant + list/category + + Qualification/License/Grading + + Date + of first grant/registration + + Date + of expiry + + + International + Organization for Standardization + + Quality + Management Systems + + ISO + 9001:2015 + + April + 12, 2020 + + July + 6, 2026 + + + + +ISO +9001:2015 is a standard developed by the International Organization for Standardization (ISO) that sets out the criteria for a quality +management system (QMS). This standard was first published in September 2015 and is the most recent version of the ISO 9001 series. The +ISO 9001:2015 standard specifies the requirements for an organization to establish, implement, maintain, and continually improve a QMS. +It is designed to help organizations ensure that their products and services consistently meet customer and regulatory requirements, +and that they are delivered efficiently and effectively. + + + +The +standard follows a process-based approach, which means that the organization s QMS should be designed around a series of interconnected +processes that work together to achieve the organization s objectives. The standard also emphasizes the importance of risk-based +thinking and encourages organizations to identify and manage risks in their operations. ISO 9001:2015 includes several requirements that +an organization must fulfil to achieve certification. These include requirements related to leadership, planning, support, operation, +performance evaluation, and improvement. To become certified to ISO 9001:2015, an organization must undergo an external audit by an accredited +certification body to ensure that its QMS meets the standard s requirements. + + + +Attaining +ISO 9001:2015 shows that we have satisfied the requirements for a quality management system where we were able to demonstrate our ability +to consistently provide products and services that meet customer and applicable statutory and regulatory requirements, and that we have +in place effective processes for improvement to continually enhance customer satisfaction. + + + +Sales +and Marketing + + + +Our +sales and marketing team consists of 9 full-time employees based in Malaysia. The role of our sales and marketing team is to develop +a deep understanding of how to identify our customer needs and create effective marketing strategies to meet them. Notably, the sales +and marketing team develops and executes marketing campaigns on various platforms. Digital media platforms provide a free and highly +effective marketing channel for our business. Followers and visitors of our digital media platforms and accounts on social media platforms +may find an item we report on of particular interest to them and our websites and app provides a convenient way for these followers and +visitors to purchase the item. + + + +Further, +our sales and marketing personnel conduct advertising and marketing for our business via online channels, such as through Google and +Facebook. We employ various search engine optimization techniques to increase the chances that our website and HI STYLE App appear in +search engine results. We also engage the advertising services of Google, Instagram, Facebook, Electronic Direct Mailers, Shopee, Lazada, +TikTok and XiaoHongShu to place advertisements on their platforms to promote our business. + + + +On +our social media platforms such as Facebook, Instagram, TikTok and XiaoHongShu, we create content based on the new arrivals of our apparel +products and we make fashion suggestions to our followers of those social media platforms by , ' ': mixing and matching our apparel +products into various styles, which are targeted at students, teenagers, youths, young adults and adults who are interested in youthful +and timelessly trendy menswear and womenswear. We also feature some of our offline outlet events in our social media to engage our followers +and keep them updated to increase participation and engagement in both our media and physical events. For instance, we would offer various +sale items in our physical stores and advertise such sales on our social media platforms. Our advertisement budget and expenses are allocated +based on the demographics, interests and behaviors of our intended audience and we deploy influencer marketing by collaborating with +influencers whom our clients are able to identify with. + + + + 84 + + + + + + + +Social +media marketing can have numerous benefits for businesses, including increased brand awareness and recognition, improved customer engagement +and relationships, more opportunities to reach and connect with potential customers, better targeting and segmentation of the right audience. +Enhanced customer insights and market research, increased website traffic and sales, improved search engine rankings and visibility, +is cost-effective compared to traditional advertising and we have the ability to track and measure results and adjust strategies accordingly. + + + + + +The +Group has social media presence on Facebook, Instagram, YouTube, XiaoHongShu and TikTok, with a sizeable following of over 162,000 +Facebook followers and 63,000 Instagram followers respectively, in aggregation. To maintain engagement with +our customers, we collaborate with Key Opinion Leaders (KOLs) in paid and/or sponsored collaborations. In return, the KOLs feature our +products on their social media platforms, leading to increased outreach of our exposure to new clientele in an organic and low-cost manner. + + + + + + + + +Social +media platforms also offer a range of advertising and targeting options that can help businesses reach their desired audience with tailored +messaging, leading to more effective and efficient marketing. Overall, social media marketing can be a valuable tool for businesses looking +to build their brand and engage with customers in a digital age. + + + +By +implementing search engine optimization (SEO), we can significantly boost our sales and marketing efforts by increasing website visibility +and traffic from search engines. As a result, SEO can lead to greater brand recognition, website traffic, and conversions. SEO can have +a range of positive effects, such as improving the website s visibility in search engine results pages, driving more traffic to +the site, enhancing user experience and engagement, establishing greater credibility and authority in the industry, better targeting +of the right audience, and delivering a higher return on investment compared to other marketing strategies. It is important to note, +however, that the benefits of SEO can vary depending on factors such as the industry and level of competition in the market. + + + + 85 + + + + + + + +We +also continue to use more traditional media options of outreach in our marketing and promotion methods through sponsorship and collaborations. +Examples include the movie Patung Rascatto, music video of 7 Perkara, television programs Maharaja Lawak Mega 2021 Live Plus and the +drama series Kalis Peluru. + + + +Depending +on our marketing strategy, the general economic condition and seasonality in the fashion industry, we may offer electronic coupons or +vouchers to our e-commerce customers from time to time to redeem a discount upon checkout at our websites or on our HI STYLE APP. We +also offer a discount program to our customers who attain a minimum spending. We regularly monitor the turnover of the goods we sold +on our e-commerce platform. We also proactively offer discounts on slow-moving goods to increase sales. + + + +Customers + + + +Given +our focus on the youth and timelessly trendy menswear and womenswear ranges, strengthening this relationship is an important part of +our business model, including through our loyalty program (3 tiers: Welcome, Gold and Platinum). We have over 140,000 active members +within our loyalty program. Data collected through our loyalty program allows the tailoring of marketing and promotions to specific customer +demographics and the personalization of the customer experience. The following table sets out the breakdown of members within our loyalty +program: + + + + + + March 31, 2023 + March 31, 2024 + September 30, 2024 + + + Members in Malaysia + 211,682 + 117,490 + 141,431 + + + Members in Singapore + 1,202 + 1,385 + 1,447 + + + Total + 212,884 + 118,875 + 142,878 + + + + + +As +of the date of this prospectus, we have no customer those accounts for more than 10% of our revenue. + + + +Suppliers + + + +Purchasing +companies. All of our apparel products (including the pre-production sample and final product) are sourced by purchasing +companies based in Malaysia. All of the third-party manufacturers engaged by our purchasing companies are located in the PRC or Bangladesh. + + + +Our +diverse range of purchasing companies allows us to select from a wide pool of options when deciding which ones to engage for producing +apparel products for our customers. When evaluating and selecting a purchasing company, we take into account various factors such as +our purchasing companies experience in the apparel industry, reputation, technical capabilities, financial strength, staff resources +and efficiency. We do not enter into any long-term agreement with purchasing companies, and we believe that this is in line with common +practice in the apparel products industry. We enter into agreement(s) with purchasing companies on an as required basis. Accounts payable +to our purchasing companies are generally settled by bank transfer, cheque, or letter of credit. We generally enjoy a credit term of +between seven days to 60 days to settle payments with our third-party purchasing companies. + + + +We +confirm that, during the six months ended September 30, 2024 and the two years ended March 31, 2024 and 2023, we +did not experience any material delays when liaising with, or any material disputes with, our third-party purchasing companies in relation +to the sourcing and delivery of apparel products, or any material adverse consequences from any defective apparel products produced by +our third-party purchasing companies. + + + +Competition + + + +According +to data sourced from Frost & Sullivan, the apparel retail market in Malaysia is highly fragmented and competitive, this is attributable +to increasing penetration of premium and luxury fashion brands from around the world and emergence of local independent fashion brands. +Rising disposable incomes, increasing consumer confidence, a growing population and the effect of government policies have been supporting +the growth of the Malaysian retail sector, attracting international players to try to establish a presence in the market. On the other +hand, local independent fashion brands have capitalized on the popularity of e-commerce and social media to position themselves as online +specialist retailers to gain increasing exposure for their craftsmanship. As estimated, there were more than 1,000 market participants +principally engaged as apparel retailers in Malaysia in 2021. + + + + 86 + + + + + + + +We +believe that our major competition would be from similar sized regional apparel product companies, which may have a longer established +history and possess larger client and supplier base and different competitive strengths. As follows is a summary of our identified direct +and indirect competitors in our relevant Target Segment for our brands: + + + + + Brand + + Key + Feature + + Target + Segment + + Direct + Competitor + + Indirect + Competitor + + + HI + Style + + Affordable + casual wear + + Students, + Young Adults, Suburban areas, multi-racial + + Padini + + Cotton + On + + + Uniqlo + + + SUB + + Quality + Smart Casual Apparel + + Adults, + Middle-ranged income + + - + + HLA + + CK + Jeans + + + Bottled + Dream + + Low + Priced Fast Fashion + + Teenagers + and Young Adults + + Boutique + + Online + Sellers + + + FAVE + + Affordable + Young Female Fashion + + Young + Females (ranging from teenagers to young adults) + + Padini + + Pull + & Bear + + SEED + + + + +Competitive +Strengths + + + +We +believe that our success has been primarily a result of our following competitive strengths: + + + +Established +network of retail stores covering selected strategic geographical locations. In consideration that most of our revenues are from +our retail stores, we have prioritized the performance of our retails stores and ensure that they are at strategic geographic locations. +Firstly, we believe that our retail stores amplify our brand recognition as a retail store with high brand visibility is likely to have +better brand recognition among its target audience, and this recognition translates into greater brand recall and, in turn, higher customer +loyalty. Secondly, in a highly competitive retail landscape, our retail stores brand visibility can help differentiate our brand +from our competitors. Thirdly, a retail store that is highly visible is more likely to be seen as a credible and trustworthy brand and +this trust can translate into repeat business and increased sales. Lastly, we believe that a retail store with high brand visibility +has the potential to create more effective marketing and advertising campaigns. With a recognizable brand, marketing messages are more +likely to resonate with our target audiences and lead to increased engagement. We adopt a flexible and practicable approach in operating +our retail stores by closely monitoring the performance of each retail store through the technology platform and taking timely action +to maintain the overall performance of our retail network. If a retail store does not perform as we have expected, we will find out the +reasons that led to its underperformance and try to devise ways to improve its performance. We have taken the position that it is of +paramount importance for the success of our fashion brick and mortar operations to identify suitable locations for the operation of our +retail stores. Our retail stores are located in shopping malls, department stores and free-standing premises in prime locations to attract +our target customers. In Singapore, our retail store network is located in the areas of Hougang, Bugis and Yishun. Retail stores +in Malaysia are located in Negeri Sembilan, Selangor, Wilayah Persekutuan, Melaka, Johor, Penang, Perak, Pahang, Kelantan and Sabah. + + + +Our +websites and the HI STYLE App are intuitive and user-friendly resulting in a compelling user experience. We intended for our +e-commence platforms to have an intuitive and user-friendly interface which can support a vast number of visitors in traffic and showcase +over 1,400 apparel products for sale. We engage third-party service providers to ensure that our web systems are secure and easy-to-maintain +with minimal downtime. We make use of data analytics to track the popularity of our products on our e-commence platforms, which allows +us to cater our marketing strategies according to the prevailing market trends and have a deeper understanding of the preferences of +our customers, visitors, followers and online shoppers. Further, our data analytics practice allows us to gain insights into our online +customers preferences and potential demand on our e-commerce platforms prior to ordering products for the coming seasons. Consequently, +we believe that our data analytics allow us to predict our customers demand when ordering products, controlling our inventory, +minimizing risks and increasing sales of our e-commerce platform. + + + + 87 + + + + + + + +Superior +design and sourcing. Our design and product development team design substantially all our products. We have obtained a co-branding +product license with the iconic Playboy brand in October 2022 and our designers are working to create designs and styles that represent +the look consumers want. As the fashion apparel industry is sensitive to fast changing consumer preferences, we continuously seek to +expand our brand portfolio by adding new international brands for stylish and chic fashion apparel that appeal to the taste of our target +customers. We believe that our design team and our sourcing expertise give us an advantage in product development. + + + +With +the extensive experience and profound knowledge that our management team has in the apparel industry as well as a thorough understanding +of the manufacturing, design, sourcing and supply capabilities, we are able to develop and maintain a good business relationship with +purchasing companies in Malaysia which have an extensive network of suppliers in the PRC and Bangladesh. This allows us to negotiate +competitive terms, via the purchasing companies in Malaysia, without relying on any single vendor. Furthermore, our understanding of +the capabilities of each of our suppliers allows us to target the specific needs and demands of our targeted customers by providing cost-effective +and efficient solutions to our customers. We believe we have developed a positive reputation in the industry because of our design capabilities, +sourcing expertise and on-time delivery. Also, our established relationship with the purchasing companies allows us a certain degree +of flexibility in ensuring that our orders are completed on schedule. For instance, when there is an increase in the number of orders +from customers during the Chinese New Year or Christmas season, we are able to procure and obtain stock for the increased orders from +the purchasing companies and suppliers to fulfil such orders on time with quantities that meet our sales requirement, with smooth shipments +and not causing any issues on logistical and custom clearances. + + + +Strict +quality assurance and control measures. Our customers rely on us to ensure that our apparel products are of the highest standards. +As such, we have adopted and implemented stringent quality assurance and control measures. During the design stages, our team would inspect +and assess several types of material samples to ensure that the fabrics and materials of our apparel products are of highest quality. +Prior to shipment, our suppliers would send us samples of the apparel goods from their production line for our quality control checks +which includes checking the sizing of our apparel products as there are various sizes catered to various countries. Upon the arrival +of the goods, we would conduct random checks on the goods before warehousing them. Our quality control team will further ensure that +all goods leaving our warehouse in Malaysia for our local and overseas retail stores and customers homes are of high quality. +These checks, inspections and assessments are performed to ensure that our apparel products fully satisfy our customers standards. +In addition to the quality control measures implemented within the warehouse, we also implemented strict control measures for the selection +of the purchasing companies and our suppliers. In considering whether a supplier or purchasing company is suitable, we consider, among +other things, their experience in the apparel industry, reputation, technical capabilities, financial strength and production capacity. +This ensures that our customers receive top-quality clothing and accessories that they can rely on. We believe that this commitment +to quality helps us to establish a strong reputation in the fashion industry and to build a loyal customer base. + + + +In addition to adhering to selling of apparel +products of the highest quality, and despite our Group not selling any apparels into the United States, we understand from our purchasing +companies in Malaysia that apparel products sourced by them from the PRC are not derived from raw materials (namely cotton) obtained +from forced labor in China s Xinjiang Uyghur Autonomous Region. We generally make known this material preference to our purchasing housing +in Malaysia when placing orders and plan to impose this as a term of our orders with the purchasing house effective as of listing. At +times, our Malaysian purchasing housing will obtain a certification from the PRC suppliers on the source of their raw materials, namely +cotton. In the event that our purchasing house in Malaysia raises concern on the origin of the raw materials, they will try and source +for conventional cotton, organic cotton or recycled cotton from other different suppliers in the PRC or elsewhere. Given that there are +a vast number of different countries where cotton can be sourced, we do not believe finding alternative suppliers would be difficult. +However, this may result in higher costs and lower profit margin for us as a result. Notwithstanding that we do not manufacture any of +our apparel products, the failure by our purchasing companies to source apparels made from alternative cotton sources could lead to a +decrease in cotton apparels supplied to and sold by us and limit the regions/countries where we can expand in the future. As a contingency +plan, we have begun to request that our purchasing companies look into sourcing of apparel products from manufacturers who source cotton +raw materials from countries in the Asia Pacific Region such as India, Thailand, Vietnam and Cambodia. Although we cannot quantify the +impact of any changes to our supply chain as a result of sourcing apparel products elsewhere outside of the PRC, we believe that it may +take some time and costs for us to find apparel products made from alternative cotton sources which can be viably and feasibly built +into our supply chain in a cost effective manner. + + + +Experienced +management team. Our executive management team has extensive experience in the apparel industry. The founders, Mr. CC Pwa and +Mr. CT Pwa, who are part of the executive management team, have guided the Company to develop sustainable business strategies, anticipate +changes in fashion trends and styles, assess and manage risks, overcame the effects of COVID-19 pandemic on the retail industry, and +captured profitable market opportunities. We currently employ more than 240 staff in Malaysia and Singapore and our products are available +in 37 retail stores across Malaysia and Singapore. We believe that the executive management team possess the necessary experience, +qualifications, commitment, and leadership skills to manage and sustain our business to ensure that our business continues to develop +and grow. + + + +Respect +for Design Rights. We are committed to original designs that do not infringe upon third-party intellectual property rights, +particularly design rights. We understand the legal implications of registered designs and have implemented a comprehensive design policy +that involves our design team reviewing and discussing potential infringement areas. If necessary, we seek legal advice to ensure compliance. +To the best of our knowledge, none of our apparel designs have infringed upon any third-party design rights. + + + +Growth +strategies + + + +Based +on data sourced from Frost & Sullivan, the market size of the apparel industry in Malaysia, which is measured by retail sales, has +increased from approximately US$1,766.5 million to US$2,218.1 billion from 2016 to 2021, representing a CAGR of 4.7%. With the rise of +omni-channel retailing, the market size of apparel industry is expected to continuously increase at a CAGR of 8.1% to reach US$3,207.6 +million in 2026. The retail sales of apparel in Singapore increased from approximately US$3,205.1 million to US$3,386.0 million from +2016 to 2021, representing a CAGR of 1.1%. Following the overall downturn of the retail sales in 2020 as a result of the COVID-19 outbreak +in Singapore, the retail sales of apparel recorded a drop in 2020, down by 6.9% compared to 2019. + + + + 88 + + + + + + + +In +addition to benefiting from the expected growth of the overall fashion and lifestyle retail market, we believe the online fashion and +lifestyle retail market has significant additional upside potential due to the increasing levels of e-commerce penetration in Malaysia +and Singapore. The e-commerce market value in Malaysia was estimated at RM28.5 billion in 2021, with a CAGR of 24.3% from 2016 to 2022. +The number of online shoppers in Malaysia continues to increase as the majority of consumers had changed their shopping habits and increased +the frequency of making online purchases. The increasing value of the e-commerce market was also attributable to the popularity of online +marketplaces. In Singapore, the popularity of e-commerce has been accelerated by high rates of mobile internet penetration, a mobile-first +generation that spends a lot of time on social media, and high engagement. The e-commerce market value increased from SGD1.2 billion +in 2016 to SGD8.4 billion in 2021, at a CAGR of 47.6%. The Singapore government organizes many fashion shows and also funds many fashion +initiatives to promote the fashion apparel sector in the country. The market size of apparel industry in Singapore is expected to increase +at a CAGR of 5.2% in the next five years to reach US$4,350.4 million in 2026. We believe we are well positioned to benefit from the expected +growth and online shift of the fashion and lifestyle markets in our markets as we combine our market knowledge in sourcing, fulfilment +and technology with tailored solutions to address specific local needs and preferences. + + + +Our +aim is to continue to promote market recognition, expand our markets and types of customers served and to become a leading retail apparel +company in Malaysia. To achieve these objectives, we have and will implement the following key business strategies: + + + +Increase +Sales and Marketing Efforts. In order to further enhance our reputation, we plan to continue our targeted marketing efforts. +This may include social media marketing, placing advertisements, as well as utilizing search engine marketing and search engine optimization. + + + +Benefit +from High Growth of the Online Fashion. Our experience demonstrates that the online fashion and lifestyle market provides us +with significant competitive advantages. We intend to leverage our local know-how and operational excellence to benefit strongly from +this expected offline-to-online shift. To attract more online shoppers to shop at our e-commerce platform, we strive to provide the best +collection of apparel products to our customers. In achieving this goal, we make use of data internally generated from browsing statistics +and sales volume. With this approach, we are able to identify trend leading brands and products based on shopper-centric and data-driven +product selection criteria and formulate marketing strategies to establish and expand our product offerings. + + + +Further +Develop Design and Development Capabilities. Our design and product development team is structured to focus on customers that +have different needs ranging from simple design (for our male customers who tend to prefer simple designs) to more complicated designs +which require detailed attention (for our womenswear designers who have a better grasp of design needs). We believe that our focus on +our design capabilities to match our customers needs has been one of our strengths and key factors that have enabled us to quickly +capture market share and customer confidence. As apparel markets in different cities, states, and countries differ slightly in terms +of trends, design and overall needs, we need to ensure that every member of our design and product development department is kept abreast +of any changes in the market trends such that we can efficiently and effectively translate these changes into designs which meet the +demands of our customers who purchase our apparel products from our retail stores, websites and HI STYLE App. In order to break into +new markets and capture a larger market share of existing markets as well as to further enhance and expand our design and development +capabilities, we intend to recruit additional staff who have the requisite experience and ability to design and design both enhanced +product designs for apparel products and eye-catching and unique product designs which will bring depth and quality to our range of design +services. We will also consider developing new internal and external training for our design staff to enhance and develop their design +and technical skills. In connection thereof, we intend to hire additional designers to enhance our design and development capabilities. + + + + 89 + + + + + + + +Execute +New Initiatives, Expand Stores and Entering New Countries. With the aim to further cater to our customers needs by providing +more comprehensive services to our customers and to attract new customers, we intend to broaden our existing product offerings and leverage +our existing technology platform, fulfilment, and customer service infrastructure to expand into adjacent product categories and segments, +such as childrenswear and accessories. To expand the offering of these new lines and products, we believe that we would need to expand +our ability to source quality products as well as expand our base of suppliers that can produce such goods. We are currently in discussion +with our suppliers to determine if they are able to offer such apparel products and we will continue to consider horizontal product expansion +to cover other apparels and apparel accessories to cover a total collection. We believe that by expanding the type of products including +childrenswear and apparel accessories, we would be able to offer a wider range of solutions to our existing customers and potential new +customers and cover a larger portion of the apparel market. Our executive management team believes that there are considerable opportunities +to capture a larger portion of the international markets, in particular geographical regions such as Singapore and Indonesia. + + + +The +table below sets out the breakdown of our revenue by geographical segments: + + + + + + Financial + + year ended + + March 31, + +2023 + Financial year ended + March + 31, 2024 + + For + the six months + ended + September + 30, + 2024 + + + + + RM + % of total revenue + RM + % of total revenue + RM + % of total revenue + + + Malaysia + 55,015,855 + 94.5% + 56,283,846 + 94.9% + 20,717,239 + 95.4% + + + Singapore + 3,196,221 + 5.5% + 3,041,249 + 5.1% + 1,006,512 + 4.6% + + + Total + 58,212,076 + 100% + 59,325,095 + 100% + 21,723,751 + 100% + + + + + +Attract, +Motivate and Retain Talent to Support Our Business Growth. As part of our mission and vision, we believe in maintaining a positive +work environment which will encourage better staff relations and retention, as well as enhancing the quality of our service by motivating +staff. We are committed to foster a work environment which attracts and inspires people to excel in their work performance by implementing +an incentive scheme to align compensation and remuneration with performance. Our executive management team review our remuneration package +on a regular basis to ensure its competitiveness. As part of the continuing efforts to enhance the quality of our service, we also encourage +our staff to attend internal and external training to keep abreast of up-to-date development in order to support our business growth. + + + +Intellectual +Property + + + +Trademarks. +In Malaysia, trademarks are protected under the Trade Marks Act 2019, which came into effect on December 27, 2019. As at the date +of this prospectus, we have successfully registered the following trademarks under the control of the Intellectual Property Corporation +of Malaysia (MyIPO), the Perbadanan Harta Intelek Malaysia1: + + + + + + + + + + Owned + by Sby Fashion Sdn Bhd + + + + Denomination: + SUB + + Trademark + Class 18 + + Owned + by Sby Fashion Sdn Bhd + + + + Denomination: + SUB + + Trademark + Class 25 + + Owned + by Sby Fashion Sdn Bhd + + + + Denomination: + SUB ZERO + + Trademark + Classes 18 and 25 + + + + + + + + + + + + + + + + + + + + + + + + + + + + Owned + by HI Style Apparel Sdn Bhd + + Trademark + Class 18 and 25 + + Owned + by Sby Fashion Sdn Bhd + + Trademark + Class 25 + + Owned + by HI Style Apparel Sdn Bhd + + Trademark + Class 25 + + + + + + +1For information +on other trademarks in relation to which applications to MyIPO and IPOS have been made for registration and transfer, please refer to +footnote 1 on page 76 of the section headed "Our Product Offerings – Our Brands". + + + + 90 + + + + + + + +The +Class 18 trademark includes use for goods such as bags, handbags, school bags pouches, purses, wallets, belts (leather), suitcases and +umbrellas. Class 25 trademarks allow use for clothing, boots, shoes and slippers. + + + +Domains. +We currently own the following domains for the hosting of our websites for our brands: + + + + + No. + + Domain + Name + + Owner + of Domain + + + 1. + + www.hystyle.com.my + + HI Style Apparel Sdn Bhd + + + 2. + + www.sub.com.my + + HI + Style Apparel Sdn Bhd + + + 3. + + www.bottleddream.com + + Sby + Fashion Sdn Bhd + + + 4. + + www.cor3co.com + + HI + Style Apparel Sdn Bhd + + + + +Research +and Development + + + +We +place strong emphasis on the R&D of our products through Market Trend Analysis. Market trend analysis is conducted by our design +and product development teams. Depending on the current market trend, our merchandising team conducts research on the specific apparel +industry to obtain an understanding of our consumers demands as well as gaining an understanding of the latest market trends. +With the available analysis, we try to transform them into commercially viable apparel products and optimize the apparel products based +on our customer s feedback. Capturing a thorough understanding of these issues will help meeting the needs and expectations of +our customers. Prior to each new fashion season, our merchandising team will also conduct market analysis by obtaining sample items from +our suppliers to create a fashion mood board from which our merchandising team can obtain creative inspiration. + + + +Employees + + + +We +had a total of 236, 267 and 253 full-time and part-time employees for the six months ended September 30, 2024, the +two years ended March 31, 2024 and 2023 respectively. Below is a breakdown of the number of our full-time employees by +function, and part-time employees as at the date of this prospectus: + + + + + Department + As + at date of this prospectus + + + Executive Management + 5 + + + Sales and Operations + 146 + + + Merchandising + 11 + + + Marketing and E-commerce + 9 + + + Finance and Accounts + 5 + + + Human Resources and Administration + 2 + + + Part-time (Sales) + 70 + + + Total: + 248 + + + + + +We +generally recruit our employees from the open market and enter into employment contracts with our employees. In addition to salaries, +our employees who are retained after the probation period are entitled to discretionary performance bonus and medical insurance coverage. + + + + 91 + + + + + + + +We +incurred staff costs (including directors remuneration) of approximately RM5,173,074, RM11,765,867 and RM10,071,602 for +the six months ended September 30, 2024, the years ended March 2024 and 2023 respectively. We regularly review the performance +of our employees and make reference to such performance reviews in our discretionary performance bonus, salary review and promotional +appraisal in order to attract and retain talented employees. + + + +In +order to promote overall efficiency, employee loyalty and retention, we provide our employees with technical and operational on-the-job +training and promotion prospects. For the six months ended September 30, 2024, the two years ended March 31, 2024 and 2023, +we have not received or experienced any material labor dispute with our employees. + + + +Property + + + +As +at the date of this prospectus, we have entered into leases in relation to 37 retail stores in Malaysia and Singapore. As at the +date of this prospectus, the relevant leases remained effective: + + + + + S/N + Address + Usage + Area + (approximate sq. ft.) + Purchased/ + Lease term + + + 1. + Showroom/ + Head Office for Malaysia + + No. + 184, Persiaran S2 B1, Seremban 2, 70300 Seremban, + + Negeri Sembilan + + Office, + Warehouse and Retail + 54,316 + Purchased + + + HI + Style (M) + + + Negeri + Sembilan + + + 2. + HI + Style Terminal 1 + + Lot + UG-08, Terminal One Plaza, 20B, Jalan Lintang, 70000, Seremban, Negeri Sembilan + + Retail + 800 + Leased + + + + 3. + HI + Style Aeon Seremban 2 + + Lot + F18, Jusco Seremban 2 Shopping Centre B12, Persiaran S2 B1, Seremban 2 70300, Seremban, Negeri Sembilan + + Retail + 1,172 + Leased + + + 4. + HI + Style Palm Mall + + Lot + 1 F-09, Palm Mall Seremban, Jalan Sungai Ujong, 70200, Seremban, Negeri Sembilan + + Retail + 2,265 + Leased + + + Selangor + + + 5. + HI + Style Sunway Pyramid + + F1.AV.11, + Sunway Pyramid Shopping Mall No. 3, Jalan Pjs 11/15 Bandar Sunway, 46150, Petaling Jaya, Selangor + + Retail + 1,410 + Leased + + + 6. + HI + Style Aeon Bukit Tinggi + + Aeon + Bukit Tinggi Shopping Centre No. 1 Lot No. F55, Persiaran Batu Nilam 1/Ks 6, Bandar Bukit Tinggi 2, 41200, Klang, Selangor + + Retail + 1,431 + Leased + + + 7. + HI + Style Aeon Cheras Selatan + + Aeon + Cheras Selatan Shopping Centre Lot F-09, 1St Floor, Level 1 Lebuh Tun Hussein Onn, 43200 Balakong, Cheras, Selangor + + Retail + 1,777 + Leased + + + Wilayah + Persekutuan + + + 8. + HI + Style Setapak Central + + Lot + G59, KL Festival City 67 Jalan Taman Ibu Kota, Taman Danau Kota, Setapak, 53300, Kuala Lumpur, Kuala Lumpur + + Retail + 2,453 + Leased + + + + 92 + + + + + + + + + S/N + Address + Usage + Area + (approximate sq. ft.) + Purchased/ + Lease term + + + 9. + HI + Style Velocity + + Lot + 3.09/3.10 (3rd Floor) , Sunway Velocity Mall, Lingkaran SV, Sunway Velocity, 55100, Kuala Lumpur + + Retail + 1,627 + Leased + + + Melaka + + + 10. + HI + Style Aeon Melaka + + Lot + F22, First Floor, Aeon Bandaraya Melaka Shopping Centre, Jalan Lagenda, Taman 1 Lagenda, 75000, Melaka, Melaka + + Retail + 1,554 + Leased + + + 11. + HI + Style Dataran Pahlawan + + BW-008 + / BW-008A / BW-008B /BW-008C Dataran Pahlawan Melaka Megamall, Jalan Merdeka, Bandar Hilir, 75000, Melaka, Melaka + + Retail + 2,798 + Leased + + + Johor + + + 12. + HI + Style KSL City Mall JB + + L1-85/87 + KSL City, No.33, Jalan Seladang, Taman Abad, 80250, Johor Bahru, Johor + + Retail + 2,000 + Leased + + + 13. + HI + Style Aeon Kulaijaya + + Lot + F08, Aeon Mall Kulaijaya, Persiaran Indahpura Utama, Bandar Indahpura, 81000, Kulai, Johor + + Retail + 2,960 + Leased + + + 14. + HI + Style Aeon Bukit Indah + + Lot + F71, Aeon Bukit Indah Shopping Centre, No.8, Jalan Indah 15/2, Bukit Indah, 81200, Johor Bahru, Johor + + Retail + 2,147 + Leased + + + 15. + HI + Style Aeon Tebrau City + + S05-06, + Jalan Desa Tebrau, Taman Desa Tebrau 81100, Johor Bahru, Johor + + Retail + 1,674 + Leased + + + 16. + HI + Style Mid Valley Southkey + + Lot + F-014A & F-015 The Mall, Mid Valley Southkey No. 1, Persiaran Southkey 1, Southkey, 80150, Johor Bahru, Johor + + Retail + 4,176 + Leased + + + Penang + + + 17. + HI + Style Prangin Mall + + Lot + No. 33-02-07,08,09, Prangin Mall, Jalan Dr Lim Chwee Leong, 10100, Pulau Pinang, Pulau Pinang + + + + Retail + 2,794 + Leased + + + + 93 + + + + + + + + + S/N + Address + Usage + Area + (approximate sq. ft.) + Purchased/ + Lease term + + + 18. + HI + Style Aeon Bukit Mertajam + + Lot + F28, Jalan Rozhan Alma, Seberang Perai Tengah, 14000, Bukit Mertajam, Pulau Pinang + + Retail + 2,366 + Leased + + + Perak + + + 19. + HI + Style Aeon Kinta City + + Lot + F32, First Floor Aeon Kinta City Shopping Centre 2, Jalan Lean Swee, Taman Ipoh Selatan, 31400, Ipoh, Perak + + Retail + 1,476 + Leased + + + 20. + HI + Style Aeon Station 18 SC + + Aeon + Ipoh Station 18 Sc No. 2, Lot No. F-13, Susuran Stesen 18, Station 18, 31650, Ipoh, Perak + + Retail + 1,854 + Leased + + + 21. + HI + Style Aeon Seri Manjung + + Lot F09, Aeon Shopping Centre, Pusat Perniagaan Manjung Point 3, 32040, Seri Manjong, Perak + Retail + 1,677 + Leased + + + 22. + HI + Style Aeon Taiping + + Lot + G31, Aeon Taiping Shopping Mall, Jalan Kamunting, 34600, Taiping, Perak + + Retail + 1,218 + Leased + + + Pahang + + + 23. + HI + Style Kuantan City Mall + + G08 + & 09, Kuantan City Mall, Jalan Putra Square 6, 1, Putra Square, 25300, Kuantan, Pahang + + Retail + 3,959 + Leased + + + Sabah + + + 24. + HI + Style Suria Mall Sabah + + 1st + Floor, 1-49, 50, Suria Sabah Shopping Mall 1, Jalan Tun Fuad Stephens, 88000, Kota Kinabalu, Sabah + + Retail + 1,184 + Leased + + + 25. + HI + Style 1Borneo Hypermall + + Unit + No. G-108 & G-133, Ground Floor, 1 Borneo Hypermall, Jalan Sulaman, 88400, Kota Kinabalu, Sabah + + Retail + 2,346 + Leased + + + Sub + Crew + + + 26. + SUB + Sungei Wang Plaza (Kuala Lumpur) + + G120 + & G120(A), Ground floor, Sungei Wang Plaza, Jalan Sultan Ismail, 50250 Kuala Lumpur + + Retail + 2,282 + Leased + + + 27. + SUB + Sunway Velocity Mall (Kuala Lumpur) + + Lot + 1-60 (1st floor), Sunway Velocity mall, Lingkaran SV, Sunway Velocity, 55100 Kuala Lumpur + + Retail + 983 + Leased + + + + 94 + + + + + + + + + S/N + Address + Usage + Area + (approximate sq. ft.) + Purchased/ + Lease term + + + 28. + SUB + Aeon Station 18 (Perak) + + Lot + G23, Aeon Ipoh Station 18 Shopping Centre, no 2, Susuran Stesen 18, Stesen 18, 31650 Ipoh, Perak + + Retail + 6,213 + Leased + + + 29. + SUB + City Square (Johor Bahru) + + J2-26-27 + Level 2, City Square, 106/108 Jalan Wong + Ah Fook, 80000 Johor Bahru + + Retail + 1,842 + Leased + + + 30. + SUB + Mid Valley Southkey (Johor Bahru) + + Lot + F-014A & F-015 The Mall, Mid Valley Southkey + + No. + 1, Persiaran Southkey 1, 80150, Johor Bahru, Johor + + Retail + 5,640 + Leased + + + 31. + SUB + Sunway Pyramid + + Lot + G 195, Sunway Pyramid Shopping Mall No. 3, Jalan Pjs 11/15 Bandar Sunway, 46150, Petaling Jaya, Selangor + + (opening + April 2023) + + Retail + 1,458 + Leased + + + Sby + Fashion + + + 32. + Bottle + Dream Aeon Kulaijaya (G Floor) (Johor) + + Lot + G35, Aeon Kulaijaya Shopping Centre, Persiaran Indahpura Utama, Bandar Indahpura 81000 Kulaijaya , Johor + + Retail + 930 + Leased + + + 33. + Bottle + Dream Aeon Bukit Indah (Level 1) (Johor Bahru) + + Unit + Lot F60, Aeon Bukit Indah, 8, Jalan Indah 15/2 , Taman Bukit Indah, 81200 Johor Bahru + + Retail + 837 + Leased + + + 34. + Bottle + Dream Aeon Seremban 2 (Level 1) (Negeri Seremban) + + Unit + Lot F22, Aeon Mall Seremban 2, Persiaran S2 B1, 70300 Seremban 2, Seremban , Negeri Sembilan + + Retail + 1,182 + Leased + + + 35. + Bottle + Dream KSL (Level 1) (Johor Bahru) + + L1-130 + & 131, KSL City, No. 33, Jala Seladang, Taman Abad, 80250, Johor Bahru, Johor + + Retail + 1,120 + Leased + + + HI + Style (S) + + + 36. + HI + Style Bugis Junction + + 200 + Victoria Street + + #03-19/19A + Bugis Junction Mall + + Singapore + 188021 + + Retail + 1,044 + Leased + + + 37. + HI + Style Yishun Northpoint + + 930 + Yishun Ave 2 + + #02-48 + Northpoint City + + Singapore + 769098 + + + + Retail + + 689 + Leased + + + + + 95 + + + + + + + +For +the two years ended March 31, 2024 and 2023, as well as the six month ended September 30, 2024 together with the date of this prospectus, we had complied with all the applicable +laws in respect of our leased properties as set out above in all material respects. + + + +Litigation + + + +We +are currently involved in a legal proceeding relating to intellectual property. On April 12, 2023, HI Style (M) was served with a claim +in the Seremban High Court by a retail apparel company. The plaintiff alleged that HI Style (M) breaches the plaintiff s intellectual +property rights through trademark infringement and misappropriation ("Litigation Claim"). The relief sought from the +Seremban High Court include, among others, injunctive relief, the publication of apology notice by the Company, destruction, or delivery +up of the alleged infringing goods, damages and legal costs. + + + +As of +January 8, 2025, the Litigation Claim has been settled out of court amicably with a mutual agreed sum of RM86,666, including of legal +costs. + + + +Separately, +we have obtained all licenses, permits, approvals and certificates necessary to conduct our business operations and have complied with +all applicable Malaysia and Singapore laws in all material respects. In addition, we have complied with all labor laws and wage guidelines +implemented by the respective authorities in Malaysia and Singapore. + + + +As +of the date of this prospectus, none of our Directors or executive management team has been involved in any material litigation, arbitration, +or administrative proceedings. + + + +Seasonality + + + +Our +results from operations are affected by seasonal fluctuations in demand for our products. We usually experience higher sales volume in +the time leading to Christmas, Deepavali, Muslim Ramadan festivals and Chinese New Year holidays, as well as around the few major online +shopping holidays in the PRC. Moreover, sales of certain products are subject to seasonality by nature. For example, sales of jackets +are generally higher in monsoon seasons, and our collection before the Chinese New Year and Christmas would be designed with consideration +to themes or festival-related colors to boost sales volume. + + + +Environmental +Matters + + + +Our +operations in Malaysia and Singapore are not subject to any specific environmental regulations and we do not own or operate any manufacturing +facilities. We engage purchasing companies for the purchase of apparel products for our customers. All of the third-party manufacturers +engaged by our purchasing companies that we have engaged for the purchase of our apparel for the two years ended March 31, 2024 +and 2023 as well as the six months ended September 30, 2024 are located in the PRC and Bangladesh. + + + +We +do not have any knowledge that any of our purchasing companies engaged during the two years ended March 31, 2024 and 2023 +as well as the six month ended September 30, 2024 and as at the date of this prospectus, had been in breach of any local environmental regulations. + + + + 96 + + + + + + + +Corporate +Social Responsibility + + + +We +are committed to CSR in the three aspects of non-discrimination, safety and health and the environment: + + + +Non-discrimination: +We are committed to treating our employees with fairness and respect. We believe in co-operation, teamwork, and trust. We hire based +on ability and merit, and reward and promote based on each employee s performance. + + + +Safety +and Health: We are committed to ensuring a safe and healthy environment for our employees and customers and to eliminating preventable +accidents and health hazards in our business locations. + + + +Environment: +We seek to ensure that our business operations are environmentally friendly. We also work to ensure that our business activities comply +with applicable environmental standards, rules, and regulations + + + +Insurance + + + +We +maintain insurance covering risks including office insurance and employee compensation insurance in respect of our operations in Malaysia +and Singapore. + + + +We +understand the importance of workplace insurance, also known as workers compensation, as workplace insurance provides financial +protection to employees in case they are injured or become ill as a result of their work. It can cover medical expenses, lost wages, +and rehabilitation costs, among other things, and can help ensure that employees receive the care they need to recover from work-related +injuries or illnesses. Workplace insurance can also protect employers from legal liability if an employee is injured or becomes ill on +the job. + + + +For +the six months ended September 30, 2024 and the two years ended March 31, 2024 and 2023 and up to the date of this prospectus, +we have not made any material claims under any of our insurance policies. + + + +Labor +Safety + + + +We +do not own or operate any manufacturing facilities and therefore we are not subject to any manufacturing-related safety regulations. + + + + 97 + + + + + + + +REGULATORY +ENVIRONMENT + + + +This +section sets forth a summary of the material laws and regulations that affect our Group s business and operations in Malaysia and +Singapore. Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and +regulations applicable to the business and operations of our Group. This overview is provided as general information only and not intended +to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations +of Malaysia and Singapore on the business and operations of our Malaysian Operating Subsidiaries and Singaporean Operating Subsidiary. + + + +Laws +And Regulations Relating to Our Business In Malaysia + + + +Business +Operation + + + +Prior +to the commencement of our business operations in Malaysia, we are required to apply for business premises licenses for each operating +premises from the relevant local authority under the Local Government Act 1976, which confers power to the local authority to create +by-laws providing that no person shall use any premises within the jurisdiction of the respective municipal council without a license +issued by the respective municipal council, and any person who fails to exhibit his license at all times in some prominent place on the +licensed premises or fails to produce such license when required shall be liable to a fine not exceeding RM500 and/or to imprisonment +for a term not exceeding six months. All our Malaysian subsidiaries have obtained the business premises license from the local authority +and are in compliance with the Local Government Act 1976. + + + +Occupational +Safety and Health + + + +The +Occupational Safety and Health Act 1994 (the "OSHA 1994") is aimed to ensure the safety, health, and welfare of all persons +at all places of work. It was promulgated based on the self-regulation concept, in which the primary responsibility of ensuring safety +and health at the workplace lies with those who create the risks and work with the risks. Similarly, the Department of Occupational Safety +and Health (the "DOSH") is responsible for ensuring the safety, health and welfare of people at work as well as protecting +other people from the safety and health hazards in the industry sectors specified in the First Schedule of the OSHA 1994 which includes +the following: (a) manufacturing; (b) mining and quarrying; (c) construction; (d) agriculture, forestry and fishing; (e) utilities; (f) +transport, storage and communication; (g) wholesale and retail trades; (h) hotels and restaurants; (i) finance, insurance, real estate +and business services; and (j) public services and statutory authorities. + + + +The +OSHA 1994 imposes a duty on the employer, or the self-employed person, "to ensure, so far as is practicable, the safety, health +and welfare at work of all his employees". The "work" is defined under the OSHA 1994 to mean work as "an employee +or as a self-employed person". The OSHA 1994 states that an employer s duty shall extend to include the maintenance of plants +and systems of work that are safe and pose no risk to the health of their employees. The "place of work" is defined as the +"premises where persons work or premises used for the storage of plant or substance" and "premises" is defined +to include: (a) any land, building or part of any building; (b) any vehicle, vessel or aircraft; (c) any installation on land, offshore +installation or other installation whether on the bed of or floating on any water; and (d) any tent or movable structure. The OSHA 1994 +adopts a broad definition for "place of work". For example, if the employee or self-employed person is contractually obligated +to work offshore, on multiple sites, or even assigned overseas during their course of employment, then they would all be considered as +the "place of work". + + + +An +employer is also required under the OSHA 1994 to notify the nearest occupational safety and health office of any accident, dangerous +occurrence, occupational poisoning, or occupational disease which has occurred or is likely to occur at the place of work. The employer +shall notify the nearest Department of Occupational Safety and Health office by the quickest means available and also send a report thereof +within seven days as specified under the Occupational Safety and Health (Notification of Accident, Dangerous Occurrence, Occupational +Poisoning and Occupational Disease) Regulations 2004. + + + + 98 + + + + + + + +Apart +from the employers, employees also have the general duties under the OSHA 1994, which are as follows: (a) to take reasonable care for +the safety and health of himself and of other persons who may be affected by his acts or omissions at work; (b) to co-operate with his +employer or any other person in the discharge of any duty or requirement imposed on the employer or that other person by the OSHA 1994 +or any regulation made thereunder; (c) to wear or use at all times any protective equipment or clothing provided by the employer for +the purpose of preventing risks to his safety and health; and (d) to comply with any instruction or measure on occupational safety and +health instituted by his employer or any other person by or under the OSHA 1994 or any regulation made thereunder. + + + +Save +for the provisions where penalty is expressly provided, Section 51 of the OSHA 1994 provides general penalty, i.e., any person who by +any act or omission contravenes any provisions of the OSHA 1994 or any regulations made thereunder shall be guilty of an offence, and +shall, on conviction, be liable to a fine not exceeding RM10,000 or to imprisonment for a term not exceeding one year or to both and, +in the case of a continuing offence, to a fine not exceeding RM1,000 for every day or part of a day during which the offence continues +after conviction. Section 52 of the OSHA 1994 also states that, where a body corporate contravenes any provisions of the OSHA 1994 or +any regulations made thereunder, every person who at the time of the commission of the offence is a director, manager, secretary or other +like officer of the body corporate shall be deemed to have contravened the provision and may be charged jointly in the same proceedings +with the body corporate or severally, and every such director, manager, secretary or other like officer of the body corporate shall be +deemed to be guilty of the offence. + + + +It +is worth noting that the Occupational Safety and Health (Amendment) Act 2022 ("OSHA 2022") which was introduced on March 16, 2022, to amend certain provisions of the OSHA 1994, will come into force on such date to be determined by the Minister of +Human Resource. Following the amendments made by the OSHA 2022, the OSHA 1994 shall apply to all places of work throughout Malaysia including +the public services and statutory authorities except for domestic employment settings, armed forces and work on board ships governed +by the Merchant Shipping Ordinance 1952, Sabah Merchant Shipping Ordinance 1960, or Sarawak Merchant Shipping Ordinance 1960. Further, +Section 51 of the OSHA 1994 was amended to increase the maximum fine of general penalty to RM100,000 and in the case of a continuing +offence, the maximum fine has been increased to RM2,000 for every day or part of a day during which the offence continues after conviction. +Section 52 of the OSHA 1994 was also amended to include any person who at the time of the commission of the offence was a director, compliance +officer, partner, manager, secretary or other similar officer of the body corporate or to any extent responsible for the management of +any of the affairs of the body corporate or was assisting in its management, to be charged severally or jointly in the same proceedings +with the body corporate. + + + +Employment +laws + + + +The +Employment Act 1955 (the "EA 1955") is the principal law that governs and regulates all labor relations which covers the +categories of employees as stated in the First Schedule of the EA 1955. Following the implementation of the Employment (Amendment) Act +2022 (the "EA 2022") and the Employment (Amendment of First Schedule) Order 2022 which comes into force on January 1, 2023, +the applicability of EA 1955 has been widened to include any person who has entered into a contract of service with an employer irrespective +of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic employee, and +is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions. + + + +As +long as the employee falls under the categories of "employee" under the Employment (Amendment of First Schedule) Order 2022, +pursuant to section 7 of the EA 1955, any term and condition of the contract of service which is less favorable than the provisions under +the EA 1955 or any other regulations made thereunder shall be , ' ': void . Section 7 of the EA 1955 further states that such terms +which are less favorable shall be substituted by those prescribed under the EA 1955. + + + +Section +19 of the EA 1955 provides that every employer shall pay to each of his employees no later than the seventh day after the last day of +any wage period. Subject to the contract of service, the wage period will normally be one month. If there is no wage period mentioned +in the contract of service, the wage period shall be deemed to be one month. Under section 12 of the EA 1955, on termination, either +the employer or the employee may give notice or payment in lieu of notice to terminate the contract of service. The length of such notice +shall depend on the tenure of the employment of the employee. + + + +Regardless +of whether the employee falls under the purview of the EA 1955, the employer is under legal obligations to make the following statutory +contributions: (a) Employees Provident Fund (the "EPF"), (b) the Social Security Organization (the "SOCSO") contribution, +(c) Employee Insurance System Scheme, (d) Schedular Tax Deduction or "Potongan Cukai Berjadual", (e) Trade Union Subscription +Fees or "Perbadanan Tabung Pendidikan Tinggi Nasional" (PTPTN) loan repayment (subjected to a request in writing by the employee +must first be obtained). Section 99A of the EA 1955 provides that any person who commits any offence under or contravenes any provision +of EA 1955 or any regulations made thereunder, in respect of which no penalty is provided, shall be liable, on conviction, to a fine +not exceeding RM50,000, as revised under the EA 2022. + + + + 99 + + + + + + + +The +relevant legal framework and procedures relating to employees and/or former employees who have been unfairly dismissed and/or constructively +dismissed by employers is set out in the Industrial Relations Act 1967 (the "IRA 1967"). The IRA 1967 provides an avenue +for employees to seek redress by bringing matters to the Industrial Court of Malaysia, which has jurisdiction over matters relating to +industrial relation matters. In general, former employees who claim to have been unfairly and/or unlawfully dismissed by an employer +may seek reinstatement to their position or compensation in lieu of reinstatement and back wages for a maximum of up to 24 months of +their last-drawn salary. + + + +The +Minimum Wages Order 2022 (the "MWO 2022") provides that an employee shall be paid an average minimum wage of not less than +RM1,500 per month, or RM7.21 per hour with effect from May 1, 2022 and it is applicable to employer who employs five (5) or more employees +in a company, and regardless of the number of employees employed, employer who carries out a professional activity classified under the +Malaysia Standard Classification of Occupations (the "MASCO") as published officially by the Ministry of Human Resources. +In relation to an employee who is not paid basic wages but is paid wages based only on piece rate, tonnage, task, trip or commission, +the rate of monthly wages payable to the employee shall not be less than RM1,500 per month. + + + +The +Employees Social Security Act 1969 (the "ESSA 1969") provides benefits under two social insurance schemes, namely, +the Employment Injury Insurance Scheme and the Invalidity Pension Scheme. The former provides for payment of certain benefits to an employee +for any injury or disease that arises out of employment or during the course of employment. Under the ESSA 1969, the employees have the +right to claim for certain benefits such as: (a) medical benefit; (b) disablement benefit; (c) constant attendance allowance; (d) dependents +benefit; (e) funeral benefit; (f) survivor s pension; and (g) invalidity pension. + + + +The +SOCSO was established as one of the government departments under the Ministry of Human Resources to administer, implement and enforce +the ESSA 1969 and the Employees Social Security (General) Regulations 1971. The Employment Injury Scheme under the SOCSO provides +protection to employees against occupational injuries including occupational diseases and commuting accidents. Employers are responsible +for reporting all work-related accidents that befall their workers within forty-eight hours of notification. + + + +Employers +are categorized into two categories, namely principal employer, and immediate employer. A principal employer is an employer who employs +an employee directly under a contract of service or apprenticeship. The principal employer is responsible for all matters relating to +services and payment of wages. An immediate employer is an employer who employs employees to perform work under the supervision of the +principal employer. This includes a person who has a contract of service with an employee and temporarily lends or leases the service +of that employee to a principal employer. The principal and immediate employers who employ one or more employees are responsible for +registering and contributing to the SOCSO based on the rates specified under the ESSA 1969 by the SOCSO. The principal employers are +also responsible for ensuring all workers are registered with the SOCSO and that the contributions are paid accordingly. + + + +If +the employer, (a) fails to pay any contribution or any part thereof which is payable by him under the ESSA 1969 or fails to pay within +the time prescribed by regulations any interest payable under section 14A of the ESSA 1969; (b) deducts or attempts to deduct from the +wages of an employee the whole or any part of the employer s contribution; (c) in contravention of section 52 of the ESSA 1969 +reduces the wages or any privileges or benefits admissible to an employee; (d) in contravention of section 53 of the ESSA 1969 or any +regulation dismisses, discharges, reduces or otherwise punishes an employee; (e) fails or refuses to submit any return or accident report +required by the regulations, or makes a false return or report; (f) obstructs any Inspector appointed under section 12 of the ESSA 1969 +and includes the Director General and every Deputy Director General or any other official of the SOCSO in the discharge of his duties; +or (g) is guilty of any contravention of or non-compliance with any of the requirements of the ESSA 1969 or the rules or the regulations +in respect of which no special penalty is provided, he shall be punishable with imprisonment a term which may extend to two years, +or with fine not exceeding RM10,000 or with both. + + + + 100 + + + + + + + +Employment +Act for Foreign Workers + + + +In +Chong Wah Plastics Sdn Bhd v Idris Ali & Ors [2001] 1 ILR 598, the Industrial Court of Malaysia held that as foreign employees +who fall within the definition of "employee" under the EA 1955 are also employees, there was no difference made between foreign +and local employees. Foreign employees are covered by both the EA 1955 and the IRA 1967. + + + +Therefore, +all the laws applicable to employees in Malaysia are equally applicable to foreign workers in Malaysia. This includes all the implied +terms of an employment contract such as payment of wages, rest day, public holiday. The highest authority invested with the power +to investigate and to enforce labor law in Malaysia is the Director-General of Labor. + + + +Trade +Descriptions + + + +Pursuant +to the Trade Descriptions Act (the "TDA 2011"), no person shall make any false or misleading statement in any advertisement +in relation to any goods or services. Whilst there is a presumption of liability on the person who directly or indirectly offers to supply +the goods or services and on whose behalf the advertisement is made, in the event such presumption is proven to the contrary and the +false or misleading statement is due to the fault of the advertising agency, the advertising agency may be liable for such offence. + + + +However, +it shall be a defense for the person charged in any proceedings for an offence committed by reason of publication of an advertisement +to prove: + + + + + + a) + that + he is a person whose business is to publish or arrange for the publication of advertisement; + + + + b) + he + received the advertisement for publication in the ordinary course of business; and + + + + c) + that + he did not know or had no reason to suspect that its publication would amount to an offence under the TDA 2011. + + + + +Trademarks +Protection + + + +The +Trade Marks Act 2019 (the "TMA") is the primary legislation governing trademark registration and protection in Malaysia. +The TMA came into effect on December 27, 2019 and replaced the previous Trade Marks Act 1976. The TMA modernizes the trademark registration +and protection system in Malaysia and aligns it with international best practices. It provides greater protection for trademark owners +and makes it easier for businesses to register and protect their trademarks. + + + +Some +of the key features of the TMA include: + + + + + + a) + Expansion + of the definition of a trademark: The TMA broadens the definition of a trademark to include non-traditional marks, such as sound, + smell, and shape marks. + + + + b) + Introduction + of a multi-class system: The TMA allows for the registration of trademarks in multiple classes of goods and services in a single + application. + + + + c) + Changes + to the registration process: The TMA simplifies the registration process by introducing online filing and examination of trademark + applications. + + + + d) + Increased + protection for well-known trademarks: The TMA provides greater protection for well-known trademarks by allowing owners of such trademarks + to prevent the registration and use of similar or identical marks for any goods or services, regardless of whether they are in the + same class. + + + + e) + Introduction + of criminal penalties: The TMA introduces criminal penalties for trademark infringement, including fines and imprisonment. + + + + + 101 + + + + + + + +Competition +Law + + + +The +Competition Act 2010 applies to all commercial activities which have an effect on competition in any market in Malaysia, whether such +activities are carried out within or outside Malaysia (which has an effect on competition in any market in Malaysia) save for the commercial +activities regulated under the Communication and Multimedia Act 1998, Energy Commission Act 2001, Aviation Commission Act 2015, Petroleum +Development Act 1974 and Petroleum Regulations 1974. Further, "commercial activities" is defined to include any activity +of a commercial nature but does not include (a) any activity, directly or indirectly, in the exercise of governmental authority; (b) +any activity conducted based on the principle of solidarity; and (c) any purchase of goods and services as part of an economic activity. +In general, the Competition Act 2010 prohibits anti-competitive agreements (horizontal or vertical) that have object or effect of significantly +preventing, restricting or distorting competition in any market for goods or services. Further, it also prohibits any conduct by enterprises +that amounts to an abuse of a dominant position in any market for goods or services. Section 40 of the Competition Act 2010 provides +that there may be an imposition of a financial penalty of up to 10% of the worldwide turnover of the enterprise for the period during +which the infringement occurred. The Malaysia Competition Commission may also take other actions, including issuing cease and desist +orders whereas general penalty pursuant to Section 61 of the Competition Act 2010 provides that upon conviction, such person shall be +liable to (a) fine not exceeding five million ringgit, and for a second or subsequent offence, to a fine not exceeding ten million ringgit; +or (b) if such person is not a body corporate, to a fine not exceeding one million ringgit or to imprisonment for a term not exceeding +five years or to both, and for a second or subsequent offense, to a fine not exceeding two million ringgit or to imprisonment for a term +not exceeding five years or to both. + + + +Regulations +on Personal Data Protection + + + +The +Personal Data Protection Act 2010 regulates the processing of personal data in the course of commercial transactions in Malaysia and +is enforced by the Personal Data Protection Commissioner. Broadly, the Personal Data Protection Act 2010 sets out seven key data protection +principles which must be adhered to by data users (i.e. a person who either alone or jointly or in common with other persons processes +any personal data or has control over or authorizes the processing of any personal data, but does not include a processor) in Malaysia +which include (i) the requirement to obtain consent prior to processing an individual s personal data, the requirement to provide +written notice to individuals in both English and the Malay language stating, among other things, the purposes for which the personal +data will be processed, the classes of third parties to whom personal data will be disclosed, and the individual s right; and (ii) +obligation to ensure that the personal data collected will be processed in a safe and secure manner, and Personal Data Protection Standard +2015 further prescribes the minimum requirement for data security in processing personal data electronically or non-electronically. + + + +Anti-Money +Laundering and Counter-Terrorism Financing + + + +The +Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (the "AMLA 2001") prohibits +money laundering and terrorism financing activities. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; +(b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, +or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership +of, proceeds of unlawful activity, commits a money laundering offence under the AMLA 2001. + + + +In +addition, a reporting institution under the First Schedule of the AMLA 2001 is obliged to observe the anti-money laundering and counter +financing terrorism requirements and standards, which include reporting and record-keeping duties, such as submitting suspicious transaction +reports, implementing risk-based application, and conducting customer due diligence. None of our Malaysian subsidiaries is deemed to +be a reporting institution. Nevertheless, we are required to comply with the provisions under the AMLA 2001. + + + +Sale +of Goods Act 1957 + + + +The +statute applicable for sale of goods in Peninsular (West) Malaysia is the Sale of Goods Act 1957 (the "SOGAM"). It is important +to note that the SOGAM applies to contract for the sale of goods as defined in section 4 of the SOGAM: "A contract of sale of goods +is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price." In other words, +a sale occurs when the ownership or property in goods passes to the buyer. This means that in addition to the ordinary elements of a +contract, two other elements, goods and money consideration, must also be present in a contract of sale of goods. + + + +As +a general rule, there is no implied warranty or condition as to quality or fitness for any particular purpose of goods supplied under +a contract of sale. This is by virtue of section 16(1) of the SOGAM. In other words, the common law rule of "let the buyer beware" +commonly referred to as caveat emptor has been restated in section 16 of SOGAM. A buyer must exercise care when he makes purchases. However, +there are two exceptions to this general rule which are: (a) goods must be reasonably fit for purposes for which the buyer wants them +and (b) goods must be of merchantable quality. + + + + 102 + + + + + + + +Section +16(1)(a) of the SOGAM deals with implied condition as to fitness. The section provides that where goods are sold in the course of a business +and the buyer expressly or by implication makes known to the seller the purpose for which he is buying the goods, then there is an implied +condition that the goods will be reasonably fit for that purpose, even if it is a purpose for which such goods are not commonly bought. +This section may be invoked where the purpose for which the goods are required is made known to the seller unless it is implied, but +where a buyer purchases goods without saying anything, the situation may be covered by section 16(1)(b). It appears that section 16(1)(a) +excludes a private sale. + + + +Whereas +section 16(1)(b), "merchantable quality" means the goods sold are fit for the particular use to which they were sold. If +they are defective for the purpose, they are unmerchantable. The test of "merchantable quality" needs to be examined in relation +to the description of the goods sold. + + + +Consumer +Protection Act 1999 and the Consumer Protection (Electronic Trade Transactions) Regulations 2012 + + + +The +main statute on consumer protection in Malaysia is the Consumer Protection Act 1999 (the "CPA"). CPA applies to all consumer +transactions in Malaysia, including the sale of goods and services, and is designed to ensure that consumers are treated fairly and provided +with adequate information about the products and services they purchase. The protection for e-consumers has been further strengthened +recently by the enactment of the Consumer Protection (Electronic Trade Transactions) Regulations 2012. + + + +CPA +sets out a number of key provisions that businesses must comply with in order to ensure that consumers are protected. Some +of the key provisions include: + + + + + + a) + Provision + of information: Businesses must provide consumers with clear and accurate information about their products and services, including + pricing, quality, and safety. This information must be provided in a way that is easily accessible to consumers. + + + + b) + Consumer + rights: The CPA provides for a range of consumer rights, including the right to receive goods and services of satisfactory quality, + the right to information about the products and services they purchase, and the right to seek redress if they are dissatisfied with + a purchase. + + + + c) + Unfair + practices: The CPA prohibits businesses from engaging in unfair practices, such as making false or misleading claims about their + products or services or engaging in misleading advertising. + + + + d) + Product + safety: The CPA requires businesses to ensure that their products are of acceptable quality (as stated under Section 32 of the CPA). + The goods must be fit for their purpose, acceptable in appearance, free from minor defects, and safe and durable. In addition, sellers + are prohibited from oppressing the consumer by entering into a sales contract that is deemed to be procedurally or substantively + unfair to the consumer. Also, the CPA requires businesses to provide adequate warnings about any risks associated with their use. + + + + + e) + Remedies + for breach of contract: If a business breaches its obligations under the act, consumers have a range of remedies available to them, + including the right to receive a refund or replacement, the right to seek damages, and the right to terminate the contract. + + + + +The +Consumer Protection (Electronic Trade Transactions) Regulations 2012 govern the conduct of electronic commerce transactions. The +regulations were introduced to provide greater protection to consumers who engage in online transactions, and to establish a regulatory +framework for e-commerce in Malaysia. The regulations apply to any person who carries out electronic transactions with consumers, whether +they are businesses or individuals. They set out a number of key requirements that must be met in order to ensure that consumers are +protected when making purchases online. Under the schedule provided under the Regulations, the information that is required to be disclosed +are: + + + + + + a) + Disclosure + of information: The regulations require online businesses to provide clear and accurate information about their products and services, + including pricing, delivery methods, and refund policies. This information must be provided in a way that is easily accessible to + consumers. + + + + + 103 + + + + + + + + + + b) + Consent + to transactions: The regulations require businesses to obtain the express consent of consumers before completing any transaction. + This means that consumers must be given the opportunity to review and confirm their order before it is processed. + + + + c) + Security + of transactions: Online businesses must take all necessary measures to ensure the security of electronic transactions, including + the use of secure servers, encryption technologies, and other security measures. + + + + d) + Privacy + protection: The regulations require online businesses to protect the privacy of consumers, including their personal information and + payment details. Businesses must also obtain the express consent of consumers before using their personal information for any marketing + purposes. + + + + e) + Dispute + resolution: The regulations provide for the resolution of disputes between consumers and online businesses, including the use of + mediation and other alternative dispute resolution mechanisms. + + + + +Electronic +Commence Act 2006 + + + +The +primary legislation governing ecommerce transactions is the Electronic Commerce Act 2006 (the "ECA") under the jurisdiction +of the Ministry of Domestic Trade, Cooperatives and Consumerism. The ECA provides for legal recognition of electronic messages in commercial +transactions, the use of the electronic messages to fulfill legal requirements and to enable and facilitate commercial transactions through +the use of electronic means. + + + +Although +e-commerce is conducted online, it is necessary for the transaction to fulfil all of the elements of a legally binding contract. There +must be an offer, acceptance of the offer, consideration, and the intention to create legal relations. Section 7(1) of the ECA facilitates +commercial transactions through electronic means by acknowledging the formation of a valid contract formed through an electronic message. +These contracts are legally valid, binding and enforceable against the contracting parties as provided under Section 7(2) of the ECA. + + + +Some +of the key provisions of the ECA include: + + + + + + a) + Electronic + signatures: The ECA provides for the use of electronic signatures in electronic transactions. An electronic signature is deemed to + have the same legal effect as a physical signature, provided that it is reliable and can be verified. + + + + b) + Data + messages: The ECA provides for the use of data messages in electronic transactions. A data message is any information generated, + sent, received or stored by electronic, magnetic, optical or similar means. + + + + c) + Liability + of service providers: The ECA provides that service providers are not liable for the content of information transmitted or hosted + on their networks, provided that they do not have actual knowledge of the content and that they act promptly to remove or disable + access to the content when they become aware of it. + + + + d) + Consumer + protection: The ECA provides for the protection of consumers in electronic transactions. Businesses are required to provide consumers + with clear and accurate information about their products and services, and to ensure that their products and services are safe and + of satisfactory quality. + + + + +Laws +and Regulations Relating to Our Business in Singapore + + + +This +section sets forth a summary of the material laws and regulations that affect our business and operations in Singapore. Information contained +in this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations applicable to our business +and operations. This overview is provided as general information only and not intended to be a substitute for professional advice. You +should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations. + + + +Our +business operations are not subject to any special legislation regulatory controls other than those generally applicable to companies +and businesses incorporated and/or operating in Singapore. + + + + 104 + + + + + + + +Environmental +Public Health Act + + + +The +Environmental Public Health Act 1987 of Singapore (the "EPHA") is administered by the NEA and regulates, among other things, +the disposal and treatment of industrial waste and public nuisances. Under the EPHA, the Director-General of Public Health of Singapore +(the "DGPH") may, upon receipt of any information with respect to the existence of a nuisance liable to be +dealt with summarily under the EPHA and if satisfied of the existence of a nuisance, serve a nuisance order on the person +by whose act, default or suffering the nuisance arises or continues, or if the person cannot be found, on the owner or occupier of the +premises on which the nuisance arises. Some of the nuisances which are liable to be dealt with summarily under the EPHA include any factory +or workplace which is not kept in a clean state, any place where there exists or is likely to exist any condition giving rise, or capable +of giving rise to the breeding of flies or mosquitoes, any place where there occurs, or from which there emanates noise or vibration +as to amount to a nuisance and any machinery, plant or any method or process used in any premises which causes a nuisance or is dangerous +to public health and safety. If the DGPH receives any information in respect of the existence of a nuisance liable to be dealt with under +the EPHA, a nuisance order may be served on the person responsible for the nuisance prescribing the measures to be taken to remedy the +nuisance. Any failure to comply with the nuisance order served is an offense and such person is liable upon conviction for a fine not +exceeding S$10,000 for the first offense and to a further fine not exceeding S$1,000 for every day during which the offense continues +after conviction. + + + +Workplace +Safety and Health Act + + + +The +Workplace Safety and Health Act 2006 of Singapore (the "WSHA") provides that every employer has the duty to take, so far +as is reasonably practicable, such measures as are necessary to ensure the safety and health of its employees at work. These measures +include providing and maintaining for the employees a work environment that is safe, without risk to health, and adequate with regards +to facilities and arrangements for employees welfare at work, ensuring that adequate safety measures are taken in respect of any +machinery, equipment, plant, article or process used by the employees, ensuring that the employees are not exposed to hazards arising +out of the arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of things in or near their +workplace and under the control of the employer, developing and implementing procedures for dealing with emergencies that may arise while +those persons are at work and ensuring that the employees at work have adequate instruction, information, training and supervision as +is necessary for them to perform their work. The relevant regulatory body is the Ministry Of Manpower (the "MOM"). + + + +Any +person who breaches his duty under the WSHA is guilty of an offense and will be liable on conviction, in the case of a body corporate, +to a fine not exceeding S$500,000 and if the contravention continues after the conviction, the body corporate shall be guilty of a further +offense and will be liable to a fine not exceeding S$5,000 for every day or part thereof during which the offense continues after conviction. +For repeat offenders, where a person has on at least one previous occasion been convicted of an offense under the WSHA that causes the +death of any person and that person is subsequently convicted of the same offense that causes the death of another person, the court +may, in addition to any imprisonment, if prescribed, punish the person, in the case of a body corporate, with a fine not exceeding S$1 +million and, in the case of a continuing offense, with a further fine not exceeding SS5,000 for every day or part thereof during which +the offense continues after conviction. + + + +Under +the WSHA, it is the duty of any person who manufactures any machinery, equipment or hazardous substance (the "MEHS"), which +includes, among other things, welding equipment, for use at work to ensure, so far as is reasonably practicable, that (a) information +regarding the safe use of the MEHS is supplied for use at work (which should include precautions to be taken for the proper use and maintenance +of such MEHS, the health hazards associated with the MEHS and the information relating to and the results of any examinations or tests +of the MEHS that are relevant to its safe use); (b) the MEHS are safe, and without risk to health, when properly used; and (c) the MEHS +are examined and tested in compliance with the obligation imposed by paragraph (b). The duties imposed on any person in respect of the +aforementioned shall (i) apply only if the MEHS are manufactured or supplied in the course of a trade or business carried out by the +person (whether for profit or not); (ii) apply whether the MEHS are exclusively manufactured or supplied for use by persons at work; +(iii) extend to the supply of the MEHS by way of sale, transfer, lease or hire and whether as principal or agent, and to the supply of +the MEHS to a person for the purpose of supply to others; and (iv) not apply to a person by reason only that the person supplies the +machinery or equipment under a lease-purchase agreement, conditional sale agreement or credit-sale agreement to another ("customer") +in the course of a business of financing the acquisition of the machinery or equipment by the customer from others. In the event any +person contravenes the relevant provision in the WSHA that imposes the aforementioned duty on such person, that person is guilty of an +offense, and liable on conviction (in the case of a natural person) for a fine not exceeding S$200,000 or imprisonment for a term not +exceeding two years or both, or (in the case of a body corporate) for a fine not exceeding S$500,000. + + + + 105 + + + + + + + +Further, +the Commissioner for Workplace Safety and Health (the "CWSH") may serve a remedial order or a stop-work order in respect +of a workplace if he is satisfied that (a) the workplace is in such condition, or is so located, or any part of the machinery, equipment, +plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard +to the safety, health and welfare of persons at work; (b) any person has contravened any duty imposed by the WSHA; or (c) any person +has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, +health and welfare of persons at work. The remedial order shall direct the person served with the order to take such measures, to the +satisfaction of the CWSH, to, among other things, remedy any danger so as to enable the work or process in the workplace to be carried +out with due regard to the safety, health and welfare of the persons at work, whereas a stop-work order will direct the person served +with the order to immediately cease to carry on any work or process indefinitely or until such measures as are required by the CWSH have +been taken, to the satisfaction of the CWSH, to remedy any danger so as to enable the work or process in the workplace to be carried +on with due regard to the safety, health and welfare of the persons at work, and shall specify the date on which such order is to take +effect. + + + +Pursuant +to the Workplace Safety and Health (Noise) Regulations 2011 of Singapore (the "WSHNR"), the occupier of a workplace must +take reasonably practicable measures to reduce or control the noise from any machinery or equipment used or from any process, operation +or work carried out by him in in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive +noise. This may include replacing noisy machinery, equipment, processes, operations or work with less noisy machinery, equipment, processes, +operations or work, and such other measures as prescribed under the WSHNR. Where it is not practicable to reduce the noise, the occupier +of a workplace shall limit the duration of time persons at work are exposed to the noise in accordance with the time limits prescribed +in the Schedule under the WSHNR. Any person who contravenes the aforementioned is guilty of an offense and is liable on conviction for +a fine not exceeding S$10,000, and in the case of a second or subsequent conviction, for a fine not exceeding S$20,000 or imprisonment +for a term not exceeding six months or both. + + + +Pursuant +to the Workplace Safety and Health (Risk Management) Regulations, the employer in a workplace is supposed to, among other things, conduct +a risk assessment in relation to the safety and health risks posed to any person who may be affected by his undertaking in the workplace, +take all reasonably practicable steps to eliminate or minimize foreseeable risks, implement measures or safety procedures to address +the risks, and to inform workers of the same, maintain records of such risk assessments and measures/safety procedures for a period of +not less than three years and submit such records to the CWSH when required by the CWSH from time to time. Any employer who fails to +comply with the aforementioned requirements is guilty of an offense and is liable on conviction for a fine not exceeding S$10,000 for +the first offense, and for a fine not exceeding S$20,000 for a subsequent offense or imprisonment for a term not exceeding six months +or both. + + + +Work +Injury Compensation Act + + + +The +Work Injury Compensation Act 2019 of Singapore (the "WICA"), which is regulated by the MOM, applies to all employees who +are engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings. The WICA does not cover +self-employed persons or independent contractors. However, as the WICA provides that, where any person (referred to as the principal) +in the course of or for the purpose of his trade or business contracts with any other person (referred to as the subcontractor +employer), the principal shall be liable to compensate those employees of the subcontractor employer who were injured while employed +in the execution of work for the principal. + + + +The +WICA provides that if all employee dies or sustains injuries in a work-related accident or contracts occupational diseases in the course +of the employment, the employer shall be liable to pay compensation in accordance with the provisions of the WICA. An injured employee +is entitled to claim medical leave wages, medical expenses and lump sum compensation for permanent incapacity or death, subject to certain +limits stipulated in the WICA. + + + +An +employee who has suffered an injury arising out of and in the course of his employment can choose to either: + + + +a)report + the accident to his employer in order to submit a claim for compensation through the MOM + without needing to prove fault or negligence on anyone s part. There is a fixed formula + in the WICA for the amount of compensation to be awarded; or + +b)commence + legal proceedings to claim damages under common law against the employer for breach of duty + or negligence. + + + + 106 + + + + + + + +Damages +under a common law claim are usually more than an award under the WICA and may include compensation for pain and suffering, loss of wages, +medical expenses and any future loss of earnings. However, the employee must show that the employer has failed to provide a safe system +of work, or breached a duty required by law or that the employer s negligence caused the injury. + + + +Under +the WICA, every employer is required to insure and maintain insurance under approved policies with an insurer against all liabilities +which may incur under the provisions of the WICA in respect of all employees employed by him, unless specifically exempted. Further, +every employer is required to maintain work injury compensation insurance for all employees engaged in manual work labor regardless of +their salary level, as well as all employees doing non-manual work who earn S$2,100 or less a month. Failure to provide adequate insurance +is an offense carrying a fine of up to S$10,000 or imprisonment for a term of up to 12 months, or both. For further information on our +Group s insurance policies, please refer to the section headed "Business – insurance". + + + +Employment +Act + + + +The +Employment Act 1968 of Singapore (the "Employment Act") is the main legislation governing employment in Singapore and is +administered by the MOM. The Employment Act covers every employee who is under a contract of service with an employer and includes a +workman (as defined under the Employment Act) but does not include, among others, any person employed in a managerial or executive position +(subject to the exceptions set out below). The definition of "Employees" under the Employment Act does not extend to freelance +contractors who have entered into a contract for service. Accordingly, freelance contractors are not considered to be employees of our +Group. + + + +A +workman is defined under the payment Act as including, among others, (a) any person, skilled or unskilled, who has entered into +a contract of service with an employer in pursuance of which he is engaged in manual labor, including any apprentice; and (b) any person +employed partly for manual labor and partly for the purpose of supervising in person any workman in and throughout the performance of +his work + + + +Core +employment provisions of the Employment Act, such as public holiday and sick leave entitlements, minimum days of annual leave, payment +of salary and allowable deductions and release for wrongful dismissal, cover all employees, including persons employed in a managerial +or executive position, except public servants, domestic workers, seafarers and those who are covered separately. + + + +In +addition to the core employment provisions of the Employment Act, Part IV of the Employment Act contains provisions relating to, among +other things, working hours, overtime, rest days, holidays, annual leave, payment of retrenchment benefit, priority of retirement benefit, +annual wage supplements and other conditions of work or service ("Part IV"). However, such Part IV provisions only apply +to: (a) workmen earning basic monthly salaries of not more than S$4,500; and (b) employees (excluding workmen) earning basic monthly +salaries of not more than S$2,600. + + + +An +employer who breaches any provision of Part IV of the Employment Act is guilty of an offense and is liable on conviction for a fine not +exceeding S$5,000, and for a second or subsequent offense a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months +or both. + + + +From +April 1, 2016, employers are required to issue to their employees who are covered by the Employment Act and who are employed for 14 days +or more a written record of the key employment terms of the employee. The key employment terms required to be provided (unless inapplicable +to such employee) include, among other things, working arrangements (such as daily working hours, number of working days per week and +rest day(s)), salary period, basic salary, fixed allowances and deductions, overtime rate of pay, types of leave and other medical benefits. + + + +Central +Provident Fund Act + + + +The +Central Provident Fund (the "CPF") Act 1953 of Singapore (the "CPFA") is a Singaporean law that establishes +the Central Provident Fund, a mandatory savings and social security scheme for working Singaporeans and Permanent Residents. The CPF +system was established in 1955 and has since been updated and amended several times, with the most recent revision being in 2019. The +funds in these accounts are used to provide retirement, healthcare, and housing benefits for individuals and their families. The CPF +Act sets out the rules and regulations governing the CPF scheme, including the contribution rates, withdrawal rules, and investment policies. +The Act also establishes the CPF Board, which is responsible for managing the CPF system and ensuring that its benefits are administered +fairly and efficiently. + + + + 107 + + + + + + + +Pursuant +to the CPFA, an employer is obliged to make CPF contributions for all employees who are Singapore citizens or permanent residents who +are employed in Singapore by an employer (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject +to an exception for non-exempted owners). CPF contributions are not applicable for foreigners who hold employment passes, S passes or +work permits. CPF contributions are required for both ordinary wages and additional wages (subject to an ordinary wage ceiling and a +yearly additional wage ceiling) of employees at the applicable prescribed rates which is dependent on, among other things, the +amount of monthly wages and the age of the employee. An employer must pay both the employer s and employee s share of the +monthly CPF contribution. However, all employers can recover the employee s share of CPF contributions by deducting it from their +wages when the contributions are paid that month. + + + +The +current contribution rate for most employees borne by the employer is 17% of an employee s monthly wages. If an employer fails +to make these contributions on time, they may be subject to a penalty and interest charges. The CPF Board may impose a late payment interest +of 1.5% per month on the unpaid amount from the due date of payment until the actual date of payment, or S$5, whichever is greater. In +addition, the employer may also be required to pay a composition fine of up to S$5,000 per offense if they fail to pay the CPF contributions +by the specified deadline. Employers who deliberately fail to pay their employees CPF contributions or who repeatedly violate +CPF contribution rules may face criminal charges and fines. Where any employer who has recovered any amount from the monthly wages of +an employee in accordance with the CPFA fails to pay the contributions to the CPF within such time as may be prescribed, he will be guilty +of an offense and will be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding seven years +or both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender may be liable for a fine +not exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is repeated by the same offender, +the offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both. + + + +Income +Tax Act + + + +The +Income Tax Act 1947 of Singapore (the "ITA") is the main legislation that governs the taxation of income in Singapore. The +ITA was first enacted in 1947 and has been amended several times since then to keep up with changes in the tax system and economic landscape. +Under the ITA, individuals, companies, and other entities are subject to tax on their income earned in Singapore. The ITA sets out the +rules for determining taxable income, allowable deductions, and tax rates for different types of income. + + + +The +ITA is administered by the Inland Revenue Authority of Singapore (the "IRAS"), which is responsible for assessing and collecting +taxes in Singapore. The ITA is regularly updated to reflect changes in the tax system and ensure that it remains relevant to the needs +of taxpayers and the economy. + + + +Some +key provisions of the ITA include (i) Tax residency: The ITA defines the criteria for determining an individual or company s tax +residency status in Singapore, which determines the amount of tax they are liable to pay; (ii) Taxable income: The ITA sets out the rules +for determining what constitutes taxable income, including employment income, business profits, rental income, and capital gains; (iii) +Deductions and allowances: The ITA allows for certain deductions and allowances to be claimed to reduce the amount of taxable income, +such as expenses related to employment or business operations; (iv) Tax rates: The ITA sets out the tax rates for different types of +income and tax residency statuses; and (v) Filing and payment: The ITA requires individuals and companies to file tax returns and make +tax payments by specific deadlines. + + + +Failure +to pay income tax or failing to file tax returns can result in penalties and legal consequences. The penalties can vary depending +on the severity of the offense and whether it was a first-time or repeat offense. Some of the penalties that can be imposed for not paying +income tax include (i) Late payment penalty, where if you do not pay your income tax by the due date, you will be charged a late payment +penalty of 5% of the outstanding tax amount. This penalty will continue to accrue until the tax is fully paid; (ii) Late filing penalty, +where if you fail to file your tax return by the due date, you will be charged a late filing penalty of up to $1,000. The penalty amount +may be higher if the tax return is filed later; (iii) Prosecution, where if you intentionally fail to pay income tax, you may be prosecuted +under the ITA. This can result in fines, imprisonment, or both; and (iv) Additional tax and interest, where if the IRAS discovers that +you have underreported your income, you may be required to pay additional tax and interest on the underreported amount. However, if you +are having difficulty paying your taxes, you may be able to seek assistance and work out a payment plan with the IRAS to avoid penalties +and legal consequences. + + + + 108 + + + + + + + +Employment +of Foreign Manpower Act + + + +The +employment of foreign employees in Singapore is governed by the Employment of Foreign Manpower Act 1990 of Singapore (the "EFMA") +and is regulated by the MOM. The EFMA prescribes the responsibilities and obligations of employers of foreign employees in Singapore. + + + +The +EFMA provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the MOM +in accordance with the Employment of Foreign Manpower (Work Passes) Regulations 2012, which allows the foreign employee to work for him. +Any person who fails to comply with or contravenes this provision of the EFMA is guilty of an offense and will: (a) be liable on conviction +for a fine not less than S$5,000 and not more than S$30,000 or imprisonment for a term not exceeding 12 months or both; and (b) on a +second or subsequent conviction: (i) in the case of an individual, be liable for a fine of not less than S$10,000 and not more than S$30,000 +and imprisonment for a term of not less than one month and not more than 12 months; or (ii) in any other case, be punished with a fine +of not less than S$20,000 and not more than S$60,000. + + + +In +Singapore, the work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being received +by the foreigner in question. Foreign professionals, managers and executives earning a fixed monthly salary of at least S$4,500 with +acceptable qualifications (such as a good university degree, professional qualifications or specialist skills) may apply for an employment +pass, whereas older and more experienced candidates will need higher salaries. Mid-level skilled staff earning a fixed monthly +salary of at least S$2,500 who possess a degree, diploma or technical certificate and have the relevant work experience may apply for +all S-pass; and semi-skilled foreign workers from approved source countries working in, among others, the manufacturing sector may apply +for a work permit. + + + +Further, +under the Employment of Foreign Manpower (Work Passes) Regulations 2012, all employers are required to purchase and maintain medical +insurance with coverage of at least S$15,000 per 12-month period of a foreign workers employment (or for such shorter period where +the foreign workers period of employment is less than 12 months) for the foreign workers in-patient care and day surgery +except as the Controller of Work Passes may otherwise provide by notification in writing. + + + +In +addition, the employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy +instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or +dependency ratio ceilings) based on the ratio of local to foreign workers. + + + +Good +and Services Tax + + + +The +Singapore Goods and Services Tax ("GST") Act 1993 (the "GST Act") is the legislation that governs the imposition +of GST in Singapore. It sets out the rules and regulations for registering for GST, filing GST returns, and claiming GST refunds. Under +the GST Act, businesses that have an annual taxable turnover of S$1 million or more are required to register for GST. Businesses with +an annual taxable turnover of less than S$1 million may choose to register for GST voluntarily. Once registered for GST, businesses must +charge and collect GST at the prevailing rate (8% as of the date of this Prospectus) on their taxable supplies. They must also file GST +returns on a regular basis, which provides information on the GST collected and paid on their supplies. GST returns must be filed electronically +and can be submitted monthly, quarterly, or annually, depending on the business s taxable turnover. The GST Act also provides for +various exemptions and zero-rating provisions. + + + +Businesses +that incur GST on their purchases and expenses may be eligible to claim GST refunds. These refunds can be claimed through the GST return +process or through an electronic application. + + + +Regulations +on E-Commerce + + + +The +relevant laws regulating e-commerce are the: + + + +Electronic +Transactions Act 2010. This Act recognizes the validity of electronic records, signatures, and contracts formed by electronic communication +and sets out the liabilities of network service providers. Parties can agree to exclude the use of these electronic records, communications, +or signatures in the contract or transaction. The Act does not apply where there are specific rules of law governing writing or signing, +including for wills, contracts for sale of immovable property, declarations of trust, and powers of attorney. This Act was amended in +February 2021 to adopt modifications to the United Nations Model Law on Electronic Transferable Records and to make it consistent with +the United Nations Convention on the Use of Electronic Communications in International Contracts. + + + + 109 + + + + + + + +Spam +Control Act 2007. This Act provides for the control of spam, which is unsolicited commercial communications sent in bulk by email or +by text or multimedia messaging to mobile telephone numbers. It prohibits sending bulk unsolicited commercial electronic messages to +instant message accounts, email addresses, and mobile telephone numbers that are randomly generated or obtained through harvesting software. +Electronic messages do not include voice calls. + + + +Computer +Misuse Act 1993. This Act makes provision for securing computer systems against unauthorized access or modifications. It provides that +any person who knowingly causes a computer to perform any function for the purpose of securing access without authority to any program +or data held in any computer shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment +for a term not exceeding 2 years or to both. If any damage caused by an offence under this section exceeds $10,000, a person convicted +of the offence shall be liable to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 5 years or to both. + + + +Cybersecurity +Act 2018. This Act requires or authorizes the taking of measures to prevent, manage and respond to cybersecurity threats and incidents, +to regulate owners of critical information infrastructure and to regulate cybersecurity service providers. It regulates individuals and +businesses who own or manage computer systems located wholly or partly in Singapore necessary for the continuous delivery of essential +services. In particular, the Commissioner may, by notice given in the prescribed form and manner, require any person who appears to be +exercising control over the computer or computer system, to provide to the Commissioner, within a reasonable period specified in the +notice, such relevant information relating to that computer or computer system as may be required by the Commissioner for the purpose +of ascertaining whether the computer or computer system fulfils the criteria of a critical information infrastructure. + + + +The +relevant laws do not distinguish between online selling to customers (business-to consumer) and online selling to businesses (business-to-business). + + + +There +is no specific legislation which regulates the use of online platforms for marketing or sales purposes. However, there are codes of practice +and guidelines that apply to advertising on online platforms, for example the Guidelines on Interaction Marketing Communication & +Social Media and the Singapore Code of Advertising Practice. + + + +Regulations +on Product Liability + + + +There +is no single comprehensive piece of legislation governing product liability and product safety. Product liability claims are governed +by common law which can be based on contract or tort law, and various statutes for example the: + + + +The +Sale of Goods Act 1979 (the "SOGA") applies to any contract where a seller transfers or agrees to transfer property in goods +to a buyer in exchange for a price. The scope of the SOGA deals with the formation of the contract and stipulates that certain terms +are implied in contracts for the sale of goods. These include, inter alia, implied conditions that the seller has the right to sell the +goods, that the goods are of a satisfactory quality, and, where the seller sells goods in the course of business and where the buyer +makes known his purpose for buying the goods, an implied condition that the goods supplied are reasonably fit for that purpose. The SOGA +also addresses the effects of the contract. These provisions set out rules and presumptions concerning the transfer of property and title +in goods as between the buyer and the seller. Further, the SOGA relates to the performance of the contract. In particular, it sets out +the respective rights and duties of sellers and buyers. The SOGA stipulates the rights of an unpaid seller against goods. Where the whole +of the contract price has not been paid or tendered, the unpaid seller may have certain real rights against the goods, including a right +of lien, a right of stoppage in transit, a right to withhold delivery, or a right to resell goods, as the case may be and sets out the +rights of buyers and sellers against one another for breach of contract. + + + + 110 + + + + + + + +The +Supply of Goods Act 1982 was enacted to amend the law with respect to the terms to be implied in certain contracts for the transfer of +the property in goods and in certain contracts for the hire of goods. It provides that, in a contract for the transfer of goods, there +is an implied condition on the part of the transferor that in the case of a transfer of the property in the goods he has a right to transfer +the property and in the case of an agreement to transfer the property in the goods he will have such a right at the time when the property +is to be transferred. Further, where, under a contract for the transfer of goods, the transferor transfers or agrees to transfer the +property in the goods by description, there is an implied condition that the goods will correspond with the description. In addition, +where, under a contract for the transfer of goods, the transferor transfers or agrees to transfer the property in the goods by reference +to a sample, there is an implied condition that the bulk will correspond with the sample in quality; that the transferee will have a +reasonable opportunity of comparing the bulk with the sample; and that the goods will be free from any defect, making their quality unsatisfactory, +which would not be apparent on reasonable examination of the sample. + + + +The +Unfair Contract Terms Act 1977 (the "UCTA") is a body of law designed to primarily protect consumers who may be prejudiced +by the weaker bargaining positions they occupy in most consumer transactions. The UCTA prohibits a person from using a contract term +or notice to exclude his own liability for negligent acts causing death or personal injury on another. For instance, an amusement park +operator is unable to rely on a signboard disclaiming liability for rollercoaster failure leading to personal harm to the visitor. In +contrast, for loss or damage beyond death or personal injury, exclusion clauses are valid insofar as they are reasonable. In the case +of a consumer dealing with a business entity, if the transaction is entered into using the latter s standard form (for instance, +when you sign up with a telco on their standard contract), then the UCTA disallows the business from using its standard contractual terms +to exclude its own liability for breaches of its terms. + + + +Consumer +Protection (Fair Trading) Act 2003 was enacted to protect consumers against unfair practices and to give consumers additional rights +in respect of goods that do not conform to contract. In particular, a consumer who has entered a consumer transaction involving an unfair +practice may commence an action in a court of competent jurisdiction against the supplier. An unfair practice may occur before, during +or after a consumer transaction. In determining whether or not a person has engaged in an unfair practice, the reasonableness of the +actions of that person in those circumstances is to be considered; and an act or omission by an employee or agent of a person is deemed +also to be an act or omission of the person if the act or omission occurred in the course of the employee s employment with the +person; or the agent exercising the powers or performing the duties on behalf of the person within the scope of the agent s actual +or apparent authority. + + + +Consumer +Protection (Trade Descriptions and Safety Requirements) Act 1975 sets out provisions prohibiting misdescriptions of goods supplied in +the course of trade; to confer power to prescribe requirements relating to informative marking and advertisement of goods and to their +safe composition, construction or design. In particular, it provides that any person who in the course of a trade or business (a) applies +a false trade description to any goods; or (b) supplies any goods to which a false trade description is applied, shall be guilty of an +offence. Further, If any person in the course of any trade or business gives by whatever means any false indication, direct or indirect, +that any goods supplied by the person or any methods adopted by the person are or are of a kind supplied to or approved by any person +including any government or government department or agency or any international body or agency whether in Singapore or abroad, the person +shall, subject to the provisions of this Act, be guilty of an offence. A person guilty of an offence under this Act for which no other +penalty is specified shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years +or to both. No prosecution for an offence under this Act may be commenced after the expiry of 3 years from the commission of the offence. + + + +Regulations +on Competition Laws + + + +The +Singapore Competition Act 2004 of Singapore (the "Competition Act") prohibits anti-competitive practices. Specific prohibited +activities include agreements that prevent, restrict, or distort competition, abuse of dominance and mergers that substantially lessen +competition, whether these take place within or outside of Singapore, so long as they have an impact on a market in Singapore. The Competition +and Consumer Commission of Singapore (the "CCCS") is responsible for administering and enforcing the Competition Act, which +covers all industries and sectors unless specifically exempted or excluded. Infringements of the Competition Act can result in financial +penalties of up to 10 per cent. of the turnover of the business in Singapore for each year of infringement, up to a maximum of three +years. The CCCS also has powers to impose directions requiring infringing undertakings to stop or modify the activity or conduct, or +in the case of anti-competitive mergers, to remedy, mitigate or eliminate the adverse effects arising from the merger. + + + + 111 + + + + + + + +Regulations +on Data Protection + + + +The +Personal Data Protection Act 2012 (the "PDPA") generally requires organizations to provide notification and obtain consents +prior to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from +that data or other accessible information), and to provide individuals with the right to access and correct their own personal data. +Organizations have mandatory obligations to assess data breaches they suffer, and to notify the Personal Data Protection Commission (the +"PDPC") and where applicable, the relevant individuals where the data breach is (or is likely to be) of a significant scale +or resulting in (or is likely to result in) significant harm to individuals. Other obligations include accountability, protection, retention, +and requirements around the overseas transfers of personal data. + + + +In +addition, Do-Not-Call ("DNC") requirements require organizations to check "Do-Not-Call" registries prior to sending +marketing messages addressed to Singapore telephone numbers, through voice calls, fax or text messages, unless clear and unambiguous +consent to such marketing was obtained from the individual. + + + +The +PDPC may impose sanctions in connection with the improper collection, use and disclosure of personal data and certain failures to comply +with the PDPA, including the DNC requirements. Organizations that contravene provisions of the PDPA may be liable for a financial penalty +of up to S$1 million or 10% of the organization s annual local turnover (whichever is higher) and/or imprisonment. + + + +Infectious +Diseases Act + + + +The +Infectious Diseases Act 1976 of Singapore (the "IDA") relates to the quarantine and the prevention of infectious diseases. +Under the IDA, if the Director of Medical Services (the "DMS") has reason to believe that there exist on any premises conditions +that are likely to lead to the outbreak or spread of any infectious disease, he may, among other things, by written notice, order the +closure of the premises for a period not exceeding 14 days, and require the owner or occupier of the premises to cleanse or disinfect +the premises in the manner and within the time specified in the notice or carry out such additional measures as the DMS may require in +the manner and within the time specified in the notice. Such notice directing the owner or the occupier of the premises to close +the premises may be renewed by the DMS from time to time for such period, not exceeding 14 days, as the DMS may, by written notice, specify. + + + +In +addition, the DMS may order any person who is, or is suspected to be, a case or carrier or contact of an infectious disease to be detained +and isolated in a hospital or other place for such period of time and subject to such conditions as the DMS may determine. The DMS may +also direct any person carrying on any occupation, trade or business in a manner as is likely to cause the spread of infectious disease +to take preventative action that the DMS reasonably believes is necessary to prevent the possible outbreak or prevent or reduce the spread +of the infectious disease. Under the IDA, "preventative action" in the case of such direction, includes, among other things, +requiring the person to stop carrying on, or not carry on, the occupation, trade or business during a period of time specified in the +direction. + + + +Any +person who, without reasonable excuse, fails to comply with any requirement of such notice or direction given to that person by the DMS +is guilty of an offense. While there are no specific penalties for such offense, any person guilty of an offense under the IDA for which penalty is expressly provided shall (a) in the case of a first offense, be liable on conviction for a fine not exceeding S$10,000 +or imprisonment for a term not exceeding 6 months or both; and (b) in the case of a second or subsequent offense, be liable on conviction +for a fine not exceeding S$20,000 or imprisonment for a term not exceeding 12 months or both. + + + +Infectious +Diseases (COVID-19 – Stay Orders) Regulations 2020 + + + +On +March 26, 2020, the Ministry of Health of Singapore (the "MOH") promulgated the infectious Diseases (COVID-19 - Stay Orders) +Regulations 2020 (the "SHN Regulations") under the IDA. Under the SHN Regulations, an at-risk individual may be ordered to +go directly to one or more places of accommodation specified in an order given under the SHN Regulations and not leave the place of accommodation +if, among other things, the individual is a traveler entering Singapore on or after October 7, 2021, for the period starting upon the +issue of the order and ending on the later of (i) a day specified in the order, which must not be later than the 21st day after the date +the order was issued; and (ii) the day that the individual knows that he tests negative for COVID-19 after undergoing any antigen rapid +test or polymerase chain reaction test as prescribed under the SHN Regulations, and if the individual is required to undergo a serology +test, also tests positive after undergoing a serology test as prescribed under the SHN Regulations. The penalty for an offense under +the SHN Regulations is a fine of up to S$10,000 or imprisonment of up to six months or both. + + + + 112 + + + + + + + +COVID-19 +(Temporary Measures) Act 2020 + + + +On +April 3, 2020, the Singapore government announced the implementation of elevated safe distancing measures to prevent, protect against, +delay or otherwise control the incidence or transmission of COVID-19 in Singapore, including, among other things, closures of schools +and most physical workplace premises (except for those providing essential services and in selected economic sectors critical for local +and global supply chains) in favor of home-based learning and telecommuting, closures of retail outlets (except for those providing items +and services necessary to support daily living needs of the population), and closures of recreation venues, attractions and places of +worship (the "Circuit Breaker Measures"). On April 7, 2020, the Singapore Parliament passed the COVID-19 Act. + + + +Under +Section 34(I) of the COVID-19 Act, the Minister of Health was authorized to make regulations by way of a control order for the purpose +of preventing, protecting against, delaying or otherwise controlling the incidence or transmission of COVID-19 in Singapore if the Minister +of Health was satisfied that the incidence and transmission of COVID-19 in the community in Singapore constituted a serious threat to +public health, and a control order was necessary or expedient to supplement the IDA, and any other written law. This included control +orders to require an individual to stay at a specified place and not to leave except for certain purposes, require the closure of premises +such as workplaces and impose restrictions such as those relating to the manner of carrying on business or work or the gathering of individuals +in any place. + + + +COVID-19 +(Temporary Measures) (Control Order) Regulations 2020 + + + +The +Control Order Regulations came into effect on April 7, 2020 under the COVID-19 Act to implement the Circuit Breaker Measures. The Control +Order Regulations impose restrictions on, among other things, (a) individuals in relation to (i) the wearing of face masks or face shields +outside their ordinary place of residence; (ii) movement and gatherings outside their ordinary place of residence; and (iii) keeping +a safe distance from other individuals; (b) owners or occupiers of non-residential premises; and (c) permitted enterprises occupying +a permitted premises and providing an authorized service in accordance with the Control Order Regulations. + + + +Circuit +Breaker Period: During the Circuit Breaker Period, the restrictions imposed under the Control Order Regulations effecting the Circuit +Breaker Measures included, among others, (a) restrictions on leaving or entering a place of residence, such that every individual must +stay at or in, and not leave, his or her ordinary place of residence in Singapore except only to the extent necessary for any of the +prescribed purposes; (b) prohibitions on social gatherings, such that a person must not meet another individual not living in the same +place of residence for any social purpose unless otherwise permitted under the Control Order Regulations; and (c) closure of premises, +such that an owner or occupier of any premises other than residential premises must ensure that the premises are closed to entry by any +individual, save as otherwise provided under the Control Order Regulations. + + + +Heightened +Alert Measures: In 2021, the Singapore government introduced two phases, the Phase 2 and 3 (Heightened Alert), along with the easing +of certain measures such as reducing restrictions made on social gatherings, larger scale events or activities and calibrated reopening, +followed by resumption of dining in at food and beverage establishments. On December 22, 2021, in response to the global emergence of +the Omicron variant, the Singapore government introduced travel restrictions for affected countries or regions and enhanced the testing +requirements for travelers. However, on December 31,2021, the Singapore government announced that all non-vaccinated travel lane travelers +entering Singapore from certain categories of countries will no longer be required to undergo a COVID-19 polymerase chain reaction test +on arrival with effect from January 8, 2022. + + + +COVID-19 +(Temporary Measures) Act 2020 + + + +Under +the Control Order Regulations, a permitted enterprise may continue to carry out the business, undertaking or work at the permitted premises +of the permitted enterprise without closing those permitted premises to entry by any individual, with the prior permission of the Multi-Ministry +Taskforce, and in accordance will the prescribed restrictions for that type of business, undertaking or work or any conditions imposed +in the permission. Such owner or occupier of the permitted premises may allow any employee (including employees of such permitted enterprises +or where any permitted enterprise is a principal, includes a contractor, a subcontractor or an employee of a contractor or subcontractor +of such permitted enterprise, where the contractor, subcontractor or employee works under the direction of the permitted enterprise as +to the manner in which the work is carried out), customer or other individual to enter the premises only for the purposes of working +for or dealing with the permitted enterprise (including procuring the provision of the authorized service), subject to the continued +adherence to the safe management measures under the Control Order Regulations or the conditions of the permission. Where the permitted +enterprise is directing a contractor or subcontractor, they are responsible under the Control Order Regulations for implementation the +necessary measures in relation to the employees of the contractor or subcontractor as well. + + + +Although +a permitted enterprise may carry on business at the permitted premises, where such permitted enterprise is not a hospital, clinic or +other healthcare institution or facility for the reception, lodging, treatment or care of individuals requiring medical treatment or +a premise exempted under paragraph 2 of the Workplace Safety and Health (Exemption) Order, Order 1 of Singapore, they must, where reasonably +practicable, direct permitted enterprise workers to work from their place of residence. A permitted enterprise must have appropriate +internal policies and procedures and adequate controls to monitor and ensure compliance with the relevant requirements by the permitted +enterprise and its permitted enterprise workers, to remedy without delay any instances of noncompliance and to conduct an adequate analysis +of the risks of COVID-19 infections arising from the permitted enterprise s business, undertaking or work and make recommendations +to mitigate any risks identified to the permitted enterprise, which may include more stringent requirements than in the Control Order +Regulations. + + + +As +of the date of this Prospectus, the Singapore government has lowered its disease alert to the lowest level and scrapped all COVID-19 +border measures from February 13, 2023. Almost all COVID-19 restrictions, including those in public areas and on public transport, have +been lifted, and all travelers, including those who are not vaccinated, will not have to show proof of a negative pre-departure test +before entering Singapore. Non-vaccinated visitors will also no longer have to purchase COVID-19 travel insurance. The exception is that +of the MOH, which will retain the practice of mask-wearing for visitors, staff and patients in settings where there is interaction with +patients as well as in indoor patient-facing areas. + + + + 113 + + + + + + + +MANAGEMENT + + + +The +following table sets forth the names, ages and titles of our Directors and Executive Officers: + + + + + Name + + Age + + Title + + + + + + + + + + Executive + Directors and Officers: + + + + + + + + + + Mr. + Chong Chin Pwa + + 41 + + Executive + Director, Chairman and Chief Executive Officer + + + + + + + + + + Mr. + Chong Tiong Pwa + + 48 + + Executive + Director + + + + + + + + + + Mr. + Brandon Chong + + + + + 50 + + Chief + Financial Officer + + + Ms. + Chong Sui Chin + + 39 + + + Chief + Operating Officer + + + + + Mr. + Tham Siew Heng + + 43 + + Merchandise + Manager + + + + + + + + + + Independent + Directors: + + + + + + + + + + Mr. + Bernard Tan Ban Tatt + + 47 + + Independent + Director + + + + + + + + + + Dato + Joseph Lim Heng Ee + + 50 + + Independent + Director + + + + + + + + + + Mr. + Chong Chee Yen + + 45 + + Independent + Director + + + + +No +arrangement or understanding exists between any such Director or officer and any other persons pursuant to which any Director or executive +officer was elected as a Director or executive officer. Our Directors are elected annually and serve until their successors take office +or until their death, resignation or removal. The Executive Officers serve at the pleasure of the board of Directors. + + + +Executive +Directors and Officers: + + + +Mr. +Chong Chin Pwa + + + +Mr. +Chong Chin Pwa is our Executive Director, Chairman and Chief Executive Officer. He established the Group with his brother, Mr. +CT Pwa, in 2008. Since then, he has been focusing on the fashion and apparel retail business. Mr. CC Pwa is primarily responsible +for the strategic planning and execution of the Group s strategies and overseeing our day-to-day operations. + + + +Mr. +CC Pwa has over 20 years of experience in the fashion retail industry. After completing his secondary school education, he joined the +fashion retail industry and worked at a store selling men s apparel. Mr. CC Pwa is also the founder and managing director of HI +Style. In 2008, he set up the first HI Style store located in Seremban, Negeri Sembilan, Malaysia. + + + +Mr. +CC Pwa is the spouse of Ms. Chong Sui Chin and brother of Mr. CT Pwa. + + + +Mr. +Chong Tiong Pwa + + + +Mr. +Chong Tiong Pwa is our Executive Director. He established the Group with his brother, Mr. CC Pwa, in 2008. Mr. CT Pwa is primarily responsible +for the overall management of the Group and oversees the Group s operations, functions and business activities. + + + +Mr. +CT Pwa has over 26 years of experience in the fashion retail industry. At the age of 21, Mr. CT Pwa opened his first men s fashion +retail store selling men s jean in Seremban, Negeri Sembilan, Malaysia. At the age of 31, he opened a women s shoes store +in Nilai, Negeri Sembilan, Malaysia. Since 2011, Mr. CT Pwa served HI Style as an executive director. + + + + 114 + + + + + + + +Mr. +CT Pwa is the brother of Mr. CC Pwa. + + + +Mr. +Brandon Chong + + + +Mr. +Brandon Chong is our Chief Financial Officer. He is responsible for the financial reporting of the Group, including managing accounting +operations, statutory financial audit reporting and others. Mr Brandon Chong has been with Hi Style Apparels Sdn Bhd since +December 2022. + + + +Mr. Brandon Chong has over 20 years of experience +in corporate management. He started his professional career with KPMG, Kuala Lumpur in 1998 and ended his auditing professional career +in year 2005 with Deloitte & Touche, Singapore as an audit manager. Since 2005, Mr. Brandon Chong has assumed corporate roles +in various industries and is well versed in different compliance regulations and unique business practices, particularly in Singapore, +Indonesia, the PRC and Malaysia. He has been working and living in multiple locations, namely Singapore, China and Indonesia for the +past 20 years. He was the chief financial officer of Debao Property Development Ltd from 2009 to 2013, a China based property +developer which is listed on the Singapore Exchange. + + + +Mr. +Brandon Chong has graduated from The Association of Chartered Certified Accountants, UK ("ACCA") Professional Qualification +Examination, in 1997. He was accepted as an ACCA associate member in 2000, and was subsequently admitted as an ACCA fellow member ("FCCA") +since 2005. + + + +Ms. +Chong Sui Chin + + + +Ms. +Chong Sui Chin is our Chief Operating Officer. She is responsible for driving the growth of the Group s business operations, +in particular, our E-commerce business segment and implementation of marketing strategies. Ms. Chong Sui Chin is also responsible for +generating data-driven commercial insights as well as increasing brand awareness and profitability. Ms. Chong Sui Chin joined the Group +in 2010 as the marketing and E-commerce manager and was later promoted as the Chief Operating Officer in March 2023. + + + +Ms. +Chong Sui Chin obtained a degree in computer science from the University Tun Hussein Onn Malaysia in 2009. + + + +Ms. +Chong Sui Chin is the spouse of Mr. CC Pwa. + + + +Mr. +Tham Siew Heng + + + +Mr. +Tham Siew Heng ("Mr. Hugo Tham") is our Merchandise Manager. He is responsible for overseeing the Company s sourcing, +purchasing, delivery and pricing of products as well as the implementation of marketing strategies. Mr. Hugo Tham joined the Group since +June 2016. + + + +Mr. +Hugo Tham has over 20 years of experience in merchandising. From 2004 to 2007, he was an assistant merchandiser in Padini Corporation +Sdn Bhd. From 2007 to 2023, he was a merchandiser in Jordone Corporation Sdn. Bhd. From 2013 to 2016, he was a senior merchandiser in +Padini Corporation Sdn Bhd. + + + +Mr. +Hugo Tham graduated from the SML Fashion Academy in 2002. + + + + 115 + + + + + + + +Independent +Directors + + + +Mr. +Bernard Tan Ban Tatt + + + +Mr. +Bernard Tan Ban Tatt will begin serving as an independent Director immediately as of the Company s listing on the Nasdaq Capital +Market. Mr. Bernard Tan Ban Tatt will serve as chairman of the audit committee and as a member of the compensation and nomination committees. + + + +Mr. +Bernard Tan Ban Tatt has been in the audit and assurance field for over 20 years. From 2001 to 2005, he worked as an assistant +manager in the audit & assurance division at Ernst & Young. From 2006 to 2016, he was a partner in the audit & assurance +division at Baker Tilly Monteiro Heng. From 2017 to 2019, he was the chief financial official at OCR Group Berhad. He is currently a +partner of BT & Associates where he provides audit, advisory and related services. He also serves as chairman of the audit committee +of Asia Poly Holdings Bhd, Dolphin International Bhd and United U-Li Corporation Berhad. + + + +Mr. +Bernard Tan Ban Tatt obtained a Bachelor of Accountancy degree from the University Putra Malaysia. From 2016 to 2016, he was a +member of the Public Practice Committee of the Association of Chartered Certified Accountants. Mr. Bernard Tan Ban Tatt is a Chartered +Accountant of the Malaysian Institute of Accountants and a Fellow member of the Association of Chartered Certified Accountants. He is +also an approved auditor under Companies Act 1965 approved by the Minister of Finance, Malaysia. + + + +Dato +Joseph Lim Heng Ee + + + +Dato +Joseph Lim Heng Ee will begin serving as an independent Director immediately as of the Company s listing on the Nasdaq Capital +Market. Dato Joseph Lim Heng Ee will serve as chairman of the compensation committee and as a member of the audit and nomination +committees. + + + +Dato +Joseph Lim Heng Ee established Green Synergy Sdn. Bhd. in 2008 growing it into one of Malaysia s leading solution providers for +the treatment and processing of oil palm biomass, producing value-added downstream products; a key process in converting biowaste to +renewable energy in Palm Oil rich Malaysia. His involvement in the industry also drove him to spearhead a community education program +involving 50 , ' ': Orang Asli settlements that empowers the natives to turn their biomass into organic fertilizers, eliminating +the traditional practice of open burning in that community. + + + +Dato +Joseph Lim Heng Ee has won several entrepreneur awards including the Malaysia Golden Green Award, World Winner of the World Creative +Young Entrepreneur Award (2011), as well as the Global Chinese Outstanding Youth Award of 2018 in Hong Kong. + + + +Dato +Joseph Lim Heng Ee currently sits in several Chambers of Commerce, including Malaysia Macau Chamber of Commerce, Malaysia China Chamber +of Commerce, Hong Kong Malaysia Business Association, China-ASEAN (Malaysia) Entrepreneurs Association (CAMEA) as well as the Chairman +of Malaysia Pioneer Entrepreneurs Association. + + + +Mr. +Chong Chee Yen + + + +Mr. +Chong Chee Yen will begin serving as an independent Director immediately as of the Company s listing on the Nasdaq Capital Market. +Mr. Chong Chee Yen will serve as chairman of the nomination committee and as a member of the audit and compensation committees. + + + +Mr. +Chong Chee Yen has over 20 years of experience as an engineer. From 2001 to 2005, he worked as an engineer in an engineering consultant +firm. From 2005 to 2007, he was head of programme and lecturer at Inti International University. From 2007 to 2011, he was appointed +as director of KT Perunding Sdn Bhd. From 2011 to 2022, he was a principal at Aries Engineering Consultant, Seremban where he acted as +the lead consultant and civil & structural consultant in various projects. Since 2022, he established Aries Engineering Consultant +Sdn Bhd and was appointed as managing director. + + + +Mr. +Chong Chee Yen obtained a Bachelor of Civil Engineering (First Class Honours) from Universiti Teknologi Malaysia and a Master of Science +in Structural Engineering & Construction from Universiti Putra Malaysia. He is registered as a Professional Engineer with Practising +Certificate in the Board of Engineers Malaysia and a Professional Technologist (Building & Construction Techology) in the Malaysia +Board of Technologists. He is an ASEAN Chartered Professional Engineer, an ASEAN Engineer, a Certified Professional In Erosion and Sediment +Control, a fellow of the Institution of Engineers Malaysia, a fellow of the Technological Association of Malaysia and a member of the +Malaysia Stormwater Organisation. + + + + 116 + + + + + + + +Mr. +Chong Chee Yen was the Chairman of Technological Association of Malaysia from 2018 to 2020 and the Chairman of Institution of Engineers +Malaysia from 2020 to 2022. He is also the Board Chairman of Lembaga Pengelola SMJK Chan Wa II Seremban and Jawatankuasa Pembinaan SMJK +Chan WA II Seremban. He is a Board member of Lembaga Pengurus SJK (C) Hillside Seremban, Lembaga Pengurus SJK (C) Chung Hua Seremban +and Board of visitors – NSCMH Medical Centre Seremban. He serves on the Industry Advisory Panel for the Department of Civil Engineering, +UTAR. From 2022 until 2024, he was elected as the Deputy Secretary General of the NS Chinese Chamber of Commerce & Industry. Mr. +Chong Chee Yen was awarded the Pingat Khidmat Cemerlang Masyarakat (PMC) Medal for Outstanding Public Service in 2020. + + + +Committees +of the Board of Directors + + + +Our +board of Directors has established an audit committee, a compensation committee and a nomination committee, each of which will operate +pursuant to a charter adopted by our board of Directors that will be effective upon the effectiveness of the registration statement of +which this prospectus is a part. The board of Directors may also establish other committees from time to time to assist our Company and +the board of Directors. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and +functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules +and regulations, if applicable. Upon our listing on Nasdaq, each committee s charter will be available on our website at https://www.cor3co.com. +The reference to our website address does not constitute incorporation by reference of the information contained at or available through +our website, and you should not consider it to be part of this prospectus. + + + +Audit +committee + + + +Mr. +Bernard Tan Ban Tatt, Mr. Chong Chee Yen and Dato Joseph Lim Heng Ee will serve on the audit committee, which will be chaired +by Mr. Bernard Tan Ban Tatt. Our board of Directors has determined that each are "independent" for audit committee purposes +as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters +to serve on the audit committee. Our board of Directors has designated Mr. Bernard Tan Ban Tatt as an "audit committee financial +expert," as defined under the applicable rules of the SEC. The audit committee s responsibilities include: + + + + + + + appointing, + approving the compensation of, and assessing the independence of our independent registered public accounting firm; + + + + + pre-approving + auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public + accounting firm; + + + + + reviewing + the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing + our financial statements; + + + + + reviewing + and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements + and related disclosures as well as critical accounting policies and practices used by us; + + + + + coordinating + the oversight and reviewing the adequacy of our internal control over financial reporting; + + + + + establishing + policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the + audit committee s review and discussions with management and our independent registered public accounting firm, whether our + audited financial statements shall be included in our Annual Report on Form 20-F; + + + + + monitoring + the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial + statements and accounting matters; + + + + + preparing + the audit committee report required by SEC rules to be included in our annual proxy statement; + + + + + reviewing + all related person transactions for potential conflict of interest situations and approving all such transactions; and + + + + + reviewing + earnings releases. + + + + + + 117 + + + + + + + +Compensation +committee + + + +Mr. +Bernard Tan Ban Tatt, Mr. Chong Chee Yen and Dato Joseph Lim Heng Ee will serve on the compensation committee, which will be chaired +by Dato Joseph Lim Heng Ee. Our board of Directors has determined that each such member satisfies the "independence" +requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee s responsibilities +include: + + + + + + + evaluating + the performance of our chief executive officer in light of our company s corporate goals and objectives and based on such evaluation: + (i) recommending to the board of Directors the cash compensation of our chief executive officer, and (ii) reviewing and approving + grants and awards to our chief executive officer under equity-based plans; + + + + + reviewing + and recommending to the board of Directors the cash compensation of our other Executive Officers; + + + + + reviewing + and establishing our overall management compensation, philosophy and policy; + + + + + overseeing + and administering our compensation and similar plans; + + + + + reviewing + and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation + matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified + in the applicable Nasdaq rules; + + + + + retaining + and approving the compensation of any compensation advisors; + + + + + reviewing + and approving our policies and procedures for the grant of equity-based awards; + + + + + reviewing + and recommending to the board of Directors the compensation of our Directors; and + + + + + preparing + the compensation committee report required by SEC rules, if and when required. + + + + +Nomination +committee + + + +Mr. +Bernard Tan Ban Tatt, Mr. Chong Chee Yen and Dato Joseph Lim Heng Ee will serve on the nomination committee, which will be chaired +by Mr. Chong Chee Yen. Our board of Directors has determined that each member of the nomination committee is "independent" +as defined in the applicable Nasdaq rules. The nomination committee s responsibilities include: + + + + + + + developing + and recommending to the board of Directors criteria for board and committee membership; + + + + + establishing + procedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and + + + + + reviewing + the composition of the board of Directors to ensure that it is composed of members containing the appropriate skills and expertise + to advise us. + + + + +While +we do not have a formal policy regarding board diversity, our nomination committee and board of Directors will consider a broad range +of factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national +origin). Our nomination committee s and board of Directors priority in selecting board members is identification of persons +who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute +positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and +professional and personal experience and expertise relevant to our growth strategy. + + + +Foreign +Private Issuer Exemption + + + +We +are a "foreign private issuer," as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, +we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq +corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers: + + + + + + Exemption + from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual + or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of + their occurrence, and from the disclosure requirements of Regulation FD. + + + + + + + Exemption + from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders + of U.S. companies that are subject to the Exchange Act. + + + + + 118 + + + + + + + + + + Exemption + from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant + a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such + waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private + issuer exemption. + + + + + + + Exemption + from the requirement that our board of directors have a compensation committee that is composed + entirely of independent directors with a written charter addressing the committee s + purpose and responsibilities. + + + + + + Exemption + from the requirements that director nominees are selected, or recommended for selection by our board of directors, either by (1) + independent directors constituting a majority of our board of directors independent directors in a vote in which only independent + directors participate, or (2) a committee comprised solely of independent directors, and that a formal written charter or board resolution, + as applicable, addressing the nominations process is adopted. + + + + +Furthermore, +Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices +in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq s +Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we intend to have an audit +committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). + + + +Following this offering, we will rely on home +country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely, (i) there will not be a necessity +to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain +Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; +(b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than +public offerings. + + + +Controlled +Company + + + +We +expect to continue to be a controlled company within the meaning of the Nasdaq Stock Market Rules, and as a result, we qualify for and +intend to continue to rely on exemptions from certain corporate governance requirements. + + + +Public +Companies that qualify as a "Controlled Company" with securities listed on the Nasdaq Stock Market (Nasdaq), must comply +with the exchange s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies +that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq rules, a "controlled +company" is a company with more than 50% of its voting power held by a single person, entity or group. Under Nasdaq rules, a controlled +company is exempt from certain corporate governance requirements, including: + + + + + + + an + exemption from the rule that a majority of our Board of Directors must be independent directors; + + + + + + + + an + exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent + directors; and + + + + + + + + An + exemption from the rule that our director nominees must be selected or recommended solely by independent directors. + + + + +Controlled +companies must still comply with the exchange s other corporate governance standards. These include having an audit committee and +the special meetings of independent or non-management directors. + + + +Upon +the completion of this offering and assuming all the resale shares held by our Controlling shareholder are sold, our Controlling +Shareholder will beneficially own 6,224,300 of our total issued and outstanding ordinary shares, representing 50.40% of +the total voting power. As a result, we will be a "controlled company" as defined under Nasdaq Listing Rule 5615(c), because +our Controlling Shareholder will hold more than 50% of the voting power for the election of directors. As a "controlled company," +we are permitted to elect not to comply with certain corporate governance requirements. The exemption we intend to rely on is that our +director nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection +afforded to shareholders of companies that are subject to these corporate governance requirements. + + + +Corporate +governance + + + +We +have a formal policy regarding board diversity and our nomination committee and Board will consider a broad range of factors relating +to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our nomination +committee s and Board s priority in selecting board members is identification of persons who will further the interests of +our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative +culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience +and expertise relevant to our growth strategy. + + + +Code +of Conduct, Code of Ethics, Insider Trading Policy and Executive Compensation Recovery Policy + + + +Prior +to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt (i) a written code of +business conduct and ethics and (ii) Insider Trading Policy that applies to our Directors, officers, and employees, including +our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, +and we also intend to adopt an (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our +chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, +(collectively the "Policies"). Following the effectiveness of the registration statement of which this prospectus +is a part, a current copy of the Policies will be posted on the Corporate Governance section of our website, which is available +on our website at https://www.cor3co.com. The +information on our website is deemed not to be incorporated in this prospectus or to be a part of this prospectus. We intend to disclose +any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior +finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance +rules of Nasdaq. + + + + 119 + + + + + + + +EXECUTIVE +COMPENSATION + + + +Summary +Compensation Table + + + +The +following table sets forth certain information with respect to compensation for the years ended March 31, 2025 and 2024, earned by or paid to our chief executive officer, our directors, and our principal financial officer, and our other executive +officers (the "named executive officers"). + + + +Year Ended March 31, 2025 + + + +Name + Position + Salary + and Statutory Contribution + (US$) + + Bonus + (US$) + Stock + Awards (US$) + Option + Awards + (US$) + + Non- + Equity Incentive Plan Compensation (US$) + Deferred + Compensation Earnings (US$) + Other + (US$) + Total + (US$) + + + + Executive Directors and Officers + + + Mr. Chong Chin Pwa + Executive Director, Chairman and Chief Executive Officer + 77,810 + (RM + 355,974) + - + - + - + - + - + - + 77,810 + (RM 355,974) + + + Mr. Chong Tiong Pwa + Executive Director + 71,186 + (RM + 325,670) + - + - + - + - + - + + 71,186 + (RM + 325,670) + + + Mr. + Brandon Chong(1) + + + Chief Financial Officer + 63,280 + + (RM289,500) + + - + - + - + - + - + - + 63,280 + + (RM289,500) + + + + Ms. Chong Sui Chin + Chief Operating Officer + 41,645 + + (RM 190,523) + - + - + - + - + - + - + 41,645 + + (RM 190,523) + + + Mr. Tham Siew Heng + Merchandise Manager + 45,729 + (RM + 209,204) + - + - + - + - + - + - + 45,729 + (RM + 209,204) + + + Independent Directors + + + Mr. Bernard Tan Ban Tatt(1) + Independent Director + - + - + - + - + - + - + - + - + + + Dato Joseph Lim + Heng Ee(1) + Independent Director + - + - + - + - + - + - + - + - + + + Mr. Chong Chee Yen(1) + Independent Director + - + - + - + - + - + - + - + - + + + + + +Year Ended March 31, 2024 + + + + + Name + Position + Salary + and Statutory Contribution + (US$) + + Bonus + (US$) + Stock + Awards (US$) + Option + Awards + (US$) + + Non- + Equity Incentive Plan Compensation (US$) + Deferred + Compensation Earnings (US$) + Other + (US$) + Total + (US$) + + + + Executive + Directors and Officers + + + Mr. + Chong Chin Pwa + Executive + Director, Chairman and Chief Executive Officer + 75,524 + (RM356,813) + - + - + - + - + - + - + 75,524 + (RM356,813) + + + Mr. + Chong Tiong Pwa + Executive + Director + 74,821 + (RM 353,493) + - + - + - + - + - + - + 74,821 + (RM 353,493) + + + Mr. + Brandon Chong(1) + + + Chief + Financial Officer + 62,563 + (RM 295,577) + - + - + - + - + - + - + 62,563 + (RM295,577) + + + Ms. + Chong Sui Chin + Chief + Operating Officer + 25,501 + (RM120,479) + - + - + - + - + - + - + 25,501 + (RM120,479) + + + Mr. + Tham Siew Heng + Merchandise + Manager + 38,045 + (RM179,744) + - + - + - + - + - + - + 38,045 + (RM179,744) + + + Independent + Directors + + + Mr. + Bernard Tan Ban Tatt(1) + Independent + Director + - + - + - + - + - + - + - + - + + + Dato + Joseph Lim Heng Ee(1) + Independent + Director + - + - + - + - + - + - + - + - + + + Mr. + Chong Chee Yen(1) + Independent + Director + - + - + - + - + - + - + - + - + + + + + + 120 + + + + + + + +Compensation +of Executive Directors and Executive Officers (Key Management Personnel) + + + +For the financial year ended March 31, 2025, +we paid an aggregate of RM1,370,871 (approximately US$299,651) in cash to our Key Management Personnel (Executive Directors +and Executive Officers – RM681,644 (approximately US$148,997) and RM689,227 (approximately US$150,654) +respectively). + + + +For +the financial year ended March 31, 2024, we paid an aggregate of RM1,306,105 (approximately US$276,454) in cash to our Key Management +Personnel (Executive Directors and Executive Officers – RM710,306 (approximately US$150,345) and RM595,800 (approximately US$126,109) +respectively). + + + +Employment +Agreement between Mr. CC Pwa and the Company + + + +Effective +as of the date of listing on Nasdaq, Mr. CC Pwa entered into an Employment Agreement with the Company. The agreement provides +for an annual base salary, together with such additional discretionary bonus. Mr. CC Pwa s employment will continue indefinitely, +subject to termination by either party to the agreement upon 2 months prior written notice or the equivalent salary in lieu of +such notice. The agreement also provides that Mr. CC Pwa shall not, during the term of the agreement and for 24 months after cessation +of employment, carry on business in competition with the Group. Mr. CC Pwa is entitled to an annual base salary of RM300,000, and performance +bonus of 3% on the profit before taxation if profit before taxation exceeds RM5,000,000. + + + +Employment +Agreement between Mr. CT Pwa and the Company + + + +Effective +as of the date of listing on Nasdaq, Mr. CT Pwa entered into an Employment Agreement with the Company. The agreement provides +for a monthly base salary. Under the terms of the agreement, Mr. CT Pwa s employment will continue indefinitely, subject to termination +by either party to the agreement upon 2 months written notice or the equivalent salary in lieu of such notice. The agreement also +provides that Mr. CT Pwa shall not, during the term of the agreement and for 24 months after cessation of employment, carry on business +in competition with the Group. Mr. CT Pwa is entitled to an annual base salary of RM 300,000 and performance bonus of 2% on the profit +before taxation if profit before taxation exceeds RM5,000,000. + + + +Employment +Agreement between Mr. Brandon Chong and Hi Style (M) + + + +Effective +as of the date of listing on Nasdaq, Mr. Brandon Chong entered into an Employment Agreement with the Company. The agreement provides +for a monthly base salary. Under the terms of the agreement, Mr. Brandon Chong s employment will continue indefinitely, subject +to termination by either party to the agreement upon 1 month written notice or the equivalent salary in lieu of such notice. + + + +Employment +Agreement between Ms. Chong Sui Chin and Hi Style (M) + + + +Effective +as of the date of listing on Nasdaq, Ms. Chong Sui Chin entered into an Employment Agreement with the Company. The agreement provides +for a monthly base salary. Under the terms of the agreement, Ms Chong Sui Chin s employment will continue indefinitely, subject +to termination by either party to the agreement upon 2 months written notice or the equivalent salary in lieu of such notice. + + + +Employment +Agreement between Mr. Tham Siew Heng and Hi Style (M) + + + +Effective +as of the date of listing on Nasdaq, Mr. Tham Siew Heng entered into an Employment Agreement with the Company. The agreement provides +for a monthly base salary. Under the terms of the agreement, Mr.Tham Siew Heng s employment will continue indefinitely, subject +to termination by either party to the agreement upon 3 months written notice or the equivalent salary in lieu of such notice. + + + +Directors +Agreements + + + +Upon +completion of this offering, we plan to pay (i) each of our executive directors CC Pwa and CT Pwa an annual compensation of RM300,000 +and RM300,000 and (ii) each of our independent director nominees Bernard Tan Ban Tatt, Joseph Lim Heng Ee, and Chong Chee Yen +an annual compensation of RM60,000 in cash for each of them respectively. We have entered into director offer letters with each of our +executive directors and independent director nominees on June 21, 2023. We will also reimburse all directors for any out-of-pocket expenses +incurred by them in connection with their services provided in such capacity. The terms and conditions of such Directors Agreements +are similar in all material aspects. Each Director s Agreement is for an initial term of one year and will continue until the director s +successor is duly elected and qualified. Each Director will be up for re-election each year at the annual shareholders meeting +and, upon re-election, the terms, and provisions of his or her Director s Agreement will remain in full force and effect. Any Director s +Agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders +holding more than 50% of the Company s issued and outstanding Ordinary Shares entitled to vote. Under the Directors Agreements, +the Company agrees, to the maximum extent provided under applicable law, to indemnify the Directors against liabilities and expenses +incurred in connection with any proceeding arising out of, or related to, the Directors performance of their duties, other than +any such losses incurred as a result of the Directors gross negligence or willful misconduct. + + + +In +addition, our Directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from +time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the Board +of Directors; provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options +to that Director. + + + +Other +than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiaries that +provides for benefits upon termination of employment. + + + + 121 + + + + + + + +PRINCIPAL +SHAREHOLDERS + + + +The +following table sets forth information regarding beneficial ownership of our share capital by: + + + + + + + each + person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; + + + + + each + of our named Executive Officers; + + + + + each + of our Directors and Director nominees; and + + + + + all + of our current Executive Officers, Directors and Director nominees as a group. + + + + +Applicable +percentage ownership is based on 10,100,000 Ordinary Shares of our Company issued and outstanding as at the date of this prospectus and, +with respect to percent ownership after this offering, assuming no Ordinary Shares are sold by the Resale Shareholders. + + + +The +information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of +the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial +owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose +or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right +to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, +warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage +of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such +person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty +(60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the +right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage +may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe +that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown. + + + +Unless +otherwise noted below, the address of each person listed on the table is No. 184, Persiaran S2 +B1, Seremban 2, 70300 Seremban, Negeri Sembilan, Malaysia. + + + + + + Shares Beneficially Owned Before this Offering + Shares Beneficially Owned after this Offering + + + Name of Beneficial Owner + Number + Percentage + Number + Percentage + + + + + + + + + + Named Executive Officers and Directors: + + + + + + + Mr. Chong Chin Pwa(1) + 8,009,300 + 79.3% + 6,834,300 + 55.34% + + + Mr. Chong Tiong Pwa(1) + 8,009,300 + 79.3% + 6,834,300 + 55.34% + + + Ms. Chong Sui Chin(2) + 446,420 + 4.42% + 446,420 + 3.61% + + + + + + + + + + Independent Directors: + + + + + + + Mr. Bernard Tan Ban Tatt + - + - + - + - + + + Dato Joseph Lim Heng Ee + - + - + - + - + + + Mr. Chong Chee Yen + - + - + - + - + + + + + + + + + + 5% Shareholders: + + + + + + + Soaring Fame + 8,009,300 + 79.3% + 6,834,300 + 55.34% + + + + + +(1) +Represents shares held by Soaring Fame, a company directly owned as to 60.0% and 40.0% by Mr. CC Pwa and Mr. CT Pwa, respectively. +It assumes that no resale Share is sold by Soaring Fame under the Resale Prospectus. + +(2) +Summit Knight will hold 446,420 shares in the Company. Summit Knight is 100% directly owned by Ms. Chong Sui Chin, the +Chief Operating Officer of the Company, who is the spouse of Mr. Chong Chin Pwa. + + + + 122 + + + + + + + +SELLING +SHAREHOLDERS + + + +The +following table sets forth the name of the Selling Shareholders, the number and percentage of Ordinary Shares beneficially owned by the +Selling Shareholders, the number of Ordinary Shares that will be sold in this offering and the number and percentage of Ordinary Shares +the Selling Shareholders will own after the offering. The information appearing in the table below is based on information provided by +or on behalf of the named Selling Shareholders. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling +Shareholders. + + + +Under +SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment +power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial +owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of the determination date. +Securities that can be so acquired are deemed to be outstanding for purposes of computing such person s ownership percentage, +but not for purposes of computing any other person s percentage. Under these rules, more than one person may be deemed to +be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person +has no economic interest. + + + +The +following table sets forth the name of the Selling Shareholders who are offering the Ordinary Shares as part of this offering by this +prospectus, the number and percentage of Ordinary Shares owned by them before the offering, and the number and percentage of Ordinary +Shares they will own after the offering. The information appearing in the table below is based on information provided by or on behalf +of the Selling Shareholders. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders. + + + + + Name of Selling Shareholder + Ordinary + Shares + Beneficially + Owned Prior + to Offering + Percentage + Ownership + Prior to + Offering(1) + Number of + Ordinary + Shares to + be Sold + Number of + Ordinary + Shares + Owned + After + Offering(2)(8) + + Percentage + + Ownership + After + Offering(2) + + + Soaring Fame Global Limited (3) + 8,009,300 + 79.30% + 1,175,000 + 6,834,000 + 55.34% + + + Emprise Ahead Limited (4) + 346,430 + 3.43% + 73,000 + 273,430 + 2.21% + + + Vantage Success Enterprises Limited (5) + 494,900 + 4.90% + 190,000 + 304,900 + 2.47% + + + Alpha Summit Ventures Limited (6) + 313,100 + 3.10% + 150,000 + 163,100 + 1.32% + + + Shao Qi Limited (7) + 148,470 + 1.47% + 37,000 + 111,470 + 0.90% + + + + + +Notes: + + + +(1) +Based on 12,350,000 Ordinary Shares issued and outstanding prior to completion of the Company s initial public offering. + +(2) +As the Ordinary Shares are sold on a firm commitment basis to the underwriters, we have assumed that the underwriters will sell +all of their shares offered herein for purposes of determining how many shares the Selling Shareholders will own after the offering and +their percentage of ownership following the offering. It is also assumed that no resale Share is sold by any of these Selling Shareholders +in the Resale Prospectus. + +(3) +A company owned as to 60% by Mr. CC. Pwa and 40% by Mr. CT Pwa, both Directors of the Company. Mr. CC. Pwa has voting and dispositive +powers over the Ordinary shares held by the company. + +(4) +A company wholly owned by Mr. Chang Kin Man, an independent third party. + +(5) +A company wholly owned by Mr. Ling Wai Hoi, an independent third party. + +(6) +A company wholly owned by Mr. Ong Chor Wei, an independent third party. + +(7) +A company wholly owned by Mr. Qui Zhiqiang, an independent third party. + + + + 123 + + + + + + + +RELATED +PARTY TRANSACTIONS + + + +We +have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and +all such transactions be approved by the committee. + + + +In +addition to the executive officer and director compensation arrangements discussed in "Compensation of Executive +Officers" and "Compensation of Directors," below we describe transactions since April 1, 2021, to which we +have been a participant, in which the amount involved in the transaction is material to our company and in which any of the +following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, +or are under common control with, our company; (b) associates; (c) individuals owning, directly or indirectly, an interest +in the voting power of our company that gives them significant influence over our company, and close members of any such +individual s family; (d) key management personnel, that is, those persons having authority and responsibility for +planning, directing and controlling the activities of our company, including directors and senior management of companies and close +members of such individuals families; and (e) enterprises in which a substantial interest in the voting power is owned, +directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant +influence. + + + + + Related + Party Name + + Relationship + to the Company + + + + + + + + Mr + Chong Sheng Pwa + + Brother + of Mr Chong Chin Pwa and Mr Chin Tiong Pwa (Close family member of directors) + + + + + + + Significant + Related Party Transactions + + + + + + + Nature + Name + 2023 + 2024 + For the six months ended September 30, 2024 + From April 1, + 2024 to + + January + 31, + + 2025 + + + + + + RM + RM + RM + RM + + + Remuneration + Chong + Sheng Pwa + 248,558 + 200,692 + 101,956 + 169,930 + + + + + +DESCRIPTION +OF SHARE CAPITAL + + + +We +are a Cayman Islands exempted company and our affairs are governed by our Amended and Restated Memorandum and Articles of Association, +as amended from time to time, and the Companies Act, and the common law of Cayman Islands. + + + +As +of the date of this prospectus, our authorized share capital is US$500,000 divided into 500,000,000 Ordinary shares, par value of US$0.001 +each. As of the date of this prospectus, 10,100,000 Ordinary Shares are issued and outstanding. + + + +Immediately +upon the completion of this offering, we will have 12,350,000 Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully +paid, and all of our shares to be issued in the offering will be issued as fully paid. + + + +Our +Amended and Restated Memorandum and Articles of Association + + + +The +following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and of the Companies +Act, insofar as they relate to the material terms of our Ordinary Shares. + + + +Objects +of Our Company. Under our Amended and Restated Memorandum and Articles of Association, the objects of our company are unrestricted, +and we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, +as provided by section 27(2) of the Companies Act. + + + +Ordinary +Shares. Our Ordinary Shares are issued in registered form and are issued when registered in our register of members. We may not issue +shares to bearers. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares. + + + +Dividends. +The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. Our Amended and Restated +Memorandum and Articles of Association provide that dividends may be declared and paid out of the funds of our company lawfully available +therefore. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided +that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its +debts as they fall due in the ordinary course of business. + + + +Voting +Rights. Voting at any meeting of shareholders is by way of a poll save that in the case of a physical meeting, the chairman of the +meeting may decide that a vote be on a show of hands unless a poll is demanded by: + + + + + + + at + least three shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized + representative for the time being entitled to vote at the meeting; + + + + + shareholder(s) + present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing + not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; and + + + + + shareholder(s) + present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative and holding + shares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less + than one-tenth of the total sum paid up on all shares conferring that right. + + + + +An +ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching +to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the +votes cast attaching to the issued and outstanding Ordinary Shares at a meeting. A special resolution will be required for important +matters such as a change of name, making changes to our Amended and Restated Memorandum and Articles of Association, a reduction of our +share capital and the winding up of our company. Our shareholders may, among other things, divide or combine their shares by ordinary +resolution. + + + + 124 + + + + + + + +General +Meetings of Shareholders. As a Cayman Islands exempt company, we are not obliged by the Companies Act to call shareholders +annual general meetings. Our Amended and Restated Memorandum and Articles of Association provide that we shall, if required by the Companies +Act, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling +it, and the annual general meeting shall be held at such time and place as may be determined by our directors. All general meetings (including +an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in +any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board +of directors in its absolute discretion. + + + +Shareholders +general meetings may be convened by the chairperson of our board of directors or by a majority of our board of directors. Advance notice +of not less than ten clear days is required for the convening of our annual general shareholders meeting (if any) and any other +general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of, at the time when the meeting +proceeds to business, two shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of +all votes attaching to issued and outstanding shares in our company entitled to vote at such general meeting. + + + +The +Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. +However, these rights may be provided in a company s articles of association. Our Amended and Restated Memorandum and Articles +of Association provide that upon the requisition of any one or more of our shareholders holding shares which carry in aggregate not less +than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board +will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. + + + +Transfer +of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her Ordinary +Shares by an instrument of transfer in the usual or common form or in a form designated by the relevant stock exchange or any other form +approved by our board of directors. Notwithstanding the foregoing, Ordinary Shares may also be transferred in accordance with the applicable +rules and regulations of the relevant stock exchange. + + + +Our +board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up +or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless: + + + + + + + the + instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other + evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; + + + + + + + + + + the + instrument of transfer is in respect of only one class of Ordinary Shares; + + + + + + + + + + the + instrument of transfer is properly stamped, if required; + + + + + + + + + + in + the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed + four; and + + + + + + + + + + a + fee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our directors may from time + to time require is paid to us in respect thereof. + + + + +If +our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, +send to each of the transferor and the transferee notice of such refusal. + + + +The +registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, +be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, +however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board +may determine. + + + + 125 + + + + + + + +Liquidation. +On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to +repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders +in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares +in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available +for distribution are insufficient to repay all of the paid-up capital, such assets will be distributed so that, as nearly as may be, +the losses are borne by our shareholders in proportion to the par value of the shares held by them. + + + +Calls +on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid +on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares +that have been called upon and remain unpaid are subject to forfeiture. + + + +Redemption, +Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at +the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. Our company +may also repurchase any of our shares on such terms and in such manner as has been approved by our board of directors. Under the Companies +Act, the redemption or repurchase of any share may be paid out of our company s profits, share premium account or out of the proceeds +of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our company can, immediately following +such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may +be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares +outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share +for no consideration. + + + +Variations +of Rights of Shares. Whenever the capital of our company is divided into different classes the rights attached to any such class +may, subject to any rights or restrictions for the time being attached to any class, only be varied with the sanction of a resolution +passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred +upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the +terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari +passu with such existing class of shares. + + + +Issuance +of Additional Shares. Our Amended and Restated Memorandum and Articles of Association authorize our board of directors to issue additional +Ordinary Shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. + + + +Our +Amended and Restated Memorandum and Articles of Association also authorize our board of directors to establish from time to time one +or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, +including, among other things: + + + + + + + the + designation of the series; + + + + + + + + + + the + number of shares of the series; + + + + + + + + + + the + dividend rights, dividend rates, conversion rights and voting rights; and + + + + + + + + + + the + rights and terms of redemption and liquidation preferences. + + + + +Our +board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued +shares. Issuance of these shares may dilute the voting power of holders of Ordinary Shares. + + + +Inspection +of Books and Records. Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies +of our list of shareholders or our corporate records. However, our Amended and Restated Memorandum and Articles of Association have provisions +that provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial +statements. See "Where You Can Find Additional Information." + + + + 126 + + + + + + + +Anti-Takeover +Provisions. Some provisions of our Amended and Restated Memorandum and Articles of Association may discourage, delay or prevent a +change of control of our company or management that shareholders may consider favorable, including provisions that: + + + + + + + authorize + our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges + and restrictions of such preference shares without any further vote or action by our shareholders; and + + + + + + + + + + limit + the ability of shareholders to requisition and convene general meetings of shareholders. + + + + +However, +under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Amended and Restated Memorandum +and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company. + + + +Exempted +Company. We are an exempt company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary +resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside +of the Cayman Islands may apply to be registered as an exempt company. The requirements for an exempted company are essentially the same +as for an ordinary company except that an exempted company: + + + + + + + does + not have to file an annual return of its shareholders with the Registrar of Companies; + + + + + + + + + + is + not required to open its register of members for inspection; + + + + + + + + + + does + not have to hold an annual general meeting; + + + + + + + + + + may + issue shares with no par value; + + + + + + + + + + may + obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first + instance); + + + + + + + + + + may + register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; + + + + + + + + + + may + register as an exempted limited duration company; and + + + + + + + + + + may + register as a segregated portfolio company. + + + + +"Limited +liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder s +shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an +illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). + + + +Differences +in Corporate Law + + + +The +Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments +and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the +Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant +differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United +States and their shareholders. + + + + 127 + + + + + + + +Mergers +and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman +Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more constituent +companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a +"consolidation" means the combination of two or more constituent companies into a consolidated company and the vesting of +the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, +the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) +a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in +such constituent company s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands +together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each +constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors +of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court +approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. + + + +A +merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders +of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that +member agrees otherwise. For this purpose, a company is a "parent" of a subsidiary if it holds issued shares that together +represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary. + + + +The +consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived +by a court in the Cayman Islands. + + + +Save +in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled +to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) +upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in +the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which +he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or +consolidation is void or unlawful. + + + +Separate +from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate +the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by (i) in +the case of a shareholder scheme by seventy-five per cent in value of the number of class of members, as the case may be, with whom the +arrangement is to be made or (ii) in the case of a creditor scheme, a majority in number of each class of creditors with whom the arrangement +is to be made and who must in addition represent seventy-five per cent in value of each such class of creditors, as the case may be, +that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings +and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the +right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement +if it determines that: + + + + + + + the + statutory provisions as to the required majority vote have been met; + + + + + + + + + + the + shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion + of the minority to promote interests adverse to those of the class; + + + + + + + + + + the + arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; + and + + + + + + + + + + the + arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. + + + + +The +Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of a dissentient +minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four +months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the +remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the +Cayman Islands, but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, +bad faith or collusion. + + + +If +an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, +in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, +save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of +the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware +corporations, providing rights to receive payment in cash for the judicially determined value of the shares. + + + + 128 + + + + + + + +The +Companies Act also contains statutory provisions which provide that a company may present a petition to the Grand Court of the Cayman +Islands for the appointment of a restructuring officer on the grounds that the company (a) is or is likely to become unable to pay its +debts within the meaning of section 93 of the Companies Act; and (b) intends to present a compromise or arrangement to its creditors +(or classes thereof) either, pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. The +petition may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles +of association. On hearing such a petition, the Cayman Islands court may, among other things, make an order appointing a restructuring +officer or make any other order as the court thinks fit. + + + +Shareholders +Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority +shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the +Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and +the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions +in the name of the company to challenge actions where: + + + + + + + a + company acts or proposes to act illegally or ultra vires; + + + + + + + + + + the + act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have + actually been obtained; and + + + + + + + + + + those + who control the company are perpetrating a "fraud on the minority." + + + + +A +shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about +to be infringed. + + + +Indemnification +of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company s +memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision +may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the +consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provide that that we shall indemnify +our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages +or liabilities incurred or sustained by such persons, other than by reason of such person s dishonesty, willful default or fraud, +in or about the conduct of our company s business or affairs (including as a result of any mistake of judgment) or in the execution +or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, +expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings +concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally +the same as permitted under the Delaware General Corporation Law for a Delaware corporation. + + + +In +addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional +indemnification beyond that provided in our Amended and Restated Memorandum and Articles of Association. + + + +Insofar +as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling +us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy +as expressed in the Securities Act and is therefore unenforceable. + + + + 129 + + + + + + + +Directors +Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and +its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act +in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director +must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. +The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. +He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that +the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling +shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed +basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption +may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by +a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. + + + +As +a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company +and therefore it is considered that he owes the following duties to the company — a duty to act in good faith in the best interests +of the company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty +not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party +and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the +company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties +a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth +courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed +in the Cayman Islands. + + + +Shareholder +Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act +by written consent by amendment to its certificate of incorporation. Cayman Islands law permits us to eliminate the right of shareholders +to act by written consent and our post-offering amended and restated articles of association provide that any action required or permitted +to be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance +with our post-offering amended and restated articles of association and may not be taken by written consent of the shareholders without +a meeting. + + + +Shareholder +Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting +of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board +of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special +meetings. + + + +The +Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. +However, these rights may be provided in a company s articles of association. Our post-offering amended and restated articles of +association allow our shareholder(s) holding shares which carry in aggregate not less than one-third of all votes attaching to the issued +and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, +in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote +at such meeting. Other than this right to requisition a shareholders meeting, our post-offering amended and restated articles +of association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary +general meetings. As an exempt Cayman Islands company, we are not obliged by law to call shareholders annual general meetings. + + + +Cumulative +Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation s +certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders +on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single +director, which increases the shareholder s voting power with respect to electing such director. There are no prohibitions in relation +to cumulative voting under the laws of the Cayman Islands but our post-offering amended and restated articles of association do not provide +for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders +of a Delaware corporation. + + + + 130 + + + + + + + +Removal +of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only +for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides +otherwise. Under our post-offering amended and restated articles of association, subject to certain restrictions as contained therein, +directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on +terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual +general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, +if any; but no such term shall be implied in the absence of express provision. Under our post-offering amended and restated articles +of association, a director s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against +him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office +by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive +meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed +from office pursuant to the laws of the Cayman Islands or any other provisions of our Amended and Restated Memorandum and Articles of +Association. + + + +Transactions +with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware +corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate +of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three +years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group +who owns or which owns or owned 15% or more of the target s outstanding voting share within the past three years. This has the +effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be +treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested +shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming +an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition +transaction with the target s board of directors. + + + +Cayman +Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business +combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, +it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of +constituting a fraud on the minority shareholders. + + + +Dissolution; +Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution +must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the +board of directors may it be approved by a simple majority of the corporation s outstanding shares. Delaware law allows a Delaware +corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated +by the board. + + + +Under +Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its +members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding +up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. + + + +Variation +of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the +approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our +post-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, the rights +attached to any such class may only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast +at a separate meeting of the holders of the shares of that class. + + + +Amendment +of Governing Documents. Under the Delaware General Corporation Law, a corporation s governing documents may be amended with +the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under +Cayman Islands law, our Amended and Restated Memorandum and Articles of Association may only be amended with a special resolution of +our shareholders. + + + +Rights +of Non-resident or Foreign Shareholders. There are no limitations imposed by our Amended and Restated Memorandum and Articles of +Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there +are no provisions in our Amended and Restated Memorandum and Articles of Association governing the ownership threshold above which shareholder +ownership must be disclosed. + + + +History +of Securities Issuances + + + +Other +than the issuance of securities in connection with the reorganization, we have not issued any securities in the past three years. + + + + 131 + + + + + + + +CERTAIN +CAYMAN ISLANDS COMPANY CONSIDERATIONS + + + +Exempted +Company + + + +We +are an exempt company with limited liability under the Companies Act of the Cayman Islands. The Companies Act in the Cayman Islands distinguishes +between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business +mainly outside of the Cayman Islands may apply to be registered as an exempt company. The requirements for an exempted company are essentially +the same as for an ordinary company except for the exemptions and privileges listed below: + + + + + + + an + exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; + + + + + an + exempted company s register of members is not open to inspection; + + + + + an + exempted company does not have to hold an annual general meeting; + + + + + an + exempted company may issue no par value shares; + + + + + an + exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for + 20 years in the first instance); + + + + + an + exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; + + + + + an + exempted company may register as a limited duration company; and + + + + + an + exempted company may register as a segregated portfolio company. + + + + +"Limited +liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the +company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, +as applicable to foreign private issuers. We currently intend to comply with the Nasdaq Rules in lieu of following home country practice +after the closing of this offering. The Nasdaq Rules require that every company listed on the Nasdaq Capital Market hold an annual general +meeting of shareholders. In addition, our Amended and Restated Articles of Association allow Directors to call special meetings of shareholders +pursuant to the procedures set forth in our articles. + + + + 132 + + + + + + + +SHARES +ELIGIBLE FOR FUTURE SALE + + + +Upon +completion of this offering, we will have 12,350,000 Ordinary Shares issued. All of the Ordinary Shares sold in this offering +by the Company and by the Selling Shareholders will be freely transferable in the United States, without restriction or further registration +under the Securities Act, by persons other than our "affiliates." Rule 144 of the Securities Act defines an "affiliate" +of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under +common control with, our Company. All of our Ordinary Shares outstanding immediately prior to the completion of this offering are "restricted +securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving +a public offering. Restricted securities may be sold only if they are the subject of an effective registration statement under the Securities +Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in +Rules 144 promulgated under the Securities Act, which rule is summarized below. Restricted shares may also be sold outside of the United +States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act. This prospectus may not be used in connection +with any resale of our Ordinary Shares acquired in this offering by our affiliates. + + + +Sales +of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of our Ordinary Shares. +Prior to this offering, there has been no public market for our Ordinary Shares, and while we intend to apply for the listing of our +Ordinary Shares on the Nasdaq Capital Market, we cannot assure you that a regular trading market will develop in the Ordinary Shares. + + + +Lock-Up +Agreements + + + +We +have agreed with the underwriters, for a period of 180 days after the date of this prospectus, subject to certain exceptions not +to (1) offer, sell, issue, pledge, contract to sell, contract to purchase, grant any option, right or warrant to purchase, lend, make +any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any other securities so owned convertible +into or exercisable or exchangeable for Ordinary Shares, (2) enter into any swap, hedge or any other agreement that transfers, in whole +or in part, the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) +above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (3) file any registration statement +with the SEC relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary +Shares, or publicly disclose the intention to take any such action. + + + +Furthermore, +each of our Directors and Executive Officers and our 5% or greater shareholders, except for the Selling Shareholders and the Resale Shareholders +pursuant to the Resale Prospectus, with respect to its Ordinary Shares sold in this offering, has also entered into a similar lock-up +agreement with the underwriters for a period of 180 days from the date of this prospectus, subject to certain exceptions, with +respect to our Ordinary Shares, and securities that are substantially similar to our Ordinary Shares. + + + +We +cannot predict what effect, if any, future sales of our Ordinary Shares, or the availability of Ordinary Shares for future sale, will +have on the trading price of our Ordinary Shares from time to time. Sales of substantial amounts of our Ordinary Shares in the public +market, or the perception that these sales could occur, could adversely affect the trading price of our Ordinary Shares. + + + +Rule +144 + + + +In +general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 +or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Ordinary +Shares for more than six months but not more than one year may sell such Ordinary Shares without registration under the Securities Act +subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our +Ordinary Shares for more than one year may freely sell our Ordinary Shares without registration under the Securities Act. Persons who +are our affiliates (including persons beneficially owning 10% or more of our outstanding shares), and have beneficially owned our Ordinary +Shares for at least six months, may sell within any three-month period a number of restricted securities that does not exceed the greater +of the following: + + + + + + + 1.0% + of the then outstanding Ordinary Shares; or + + + + + The + average weekly trading volume of our Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale + on Form 144 is filed with the SEC by such person. + + + + +Such +sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. +In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for +sale when the lock-up period expires. + + + +Resale +Prospectus + + + +As +described in the Explanatory Note to the registration statement of which this prospectus forms a part, the registration statement also +contains the Resale Prospectus to be used in connection with the potential resale by the Resale Shareholders of our Ordinary Shares held +by it. These Ordinary Shares have been registered to permit public resale of such shares, and each of Soaring Fame, Emprise Ahead, Vantage +Success, Alpha Summit and Shao Qi may offer the shares for resale from time to time pursuant to the Resale Prospectus. The Resale Shareholders +may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements +of the Securities Act or pursuant to another effective registration statement covering those shares. Any shares sold by the Resale Shareholders +until our Ordinary Shares are listed or quoted on an established public trading market will take place at US$4.50, which is the +midpoint of the public offering price of the Ordinary Shares we are selling in our initial public offering. Thereafter, any sales +will occur at prevailing market prices or in privately negotiated prices. + + + + 133 + + + + + + + +EXPENSES +RELATED TO THIS OFFERING + + + +Set +forth below is an itemization of the total expenses, excluding underwriting discounts, which are expected to be incurred by us in connection +with the offer and sale of the Ordinary Shares by us and the Resale Shareholders. With the exception of the SEC registration fee, the +Financial Industry Regulatory Authority ("FINRA") filing fee and the Nasdaq market entry and listing fee, all amounts are +estimates. + + + + + SEC Registration Fee + US$3,940 + + + FINRA Filing Fee + US$4,503 + + + + Nasdaq Market Entry and Listing Fee + US$75,000 + + + + Printing and engraving expenses + US$17,000 + + + + Legal fees and expenses + US$544,064 + + + + Accounting fees and expenses + US$536,000 + + + + Miscellaneous + US$ 775,743 + + + + + Total + US$ 1,956,250 + + + + + + + +These +expenses will be borne by us. + + + + 134 + + + + + + + +MATERIAL +TAX CONSIDERATIONS + + + +The +following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based +upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This +summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences +under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. You are +encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. +federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of +Cayman Islands tax law, it is the opinion of Conyers Dill & Pearman, our counsel as to Cayman Islands law. + + + +Cayman +Islands Tax Considerations + + + +The +Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is +no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government +of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within +the jurisdiction of the Cayman Islands. The Cayman Islands are a party to a double tax treaty entered into with the United Kingdom in +2010 but otherwise is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the +Cayman Islands. + + + +We +have received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from the +date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income +or on gains or appreciation shall apply to our Company or its operations; and that no tax to be levied on profits, income, gains or appreciations +or which is in the nature of estate duty or inheritance tax shall be payable (a) on or in respect of the shares, debentures or other +obligations of our Company; or (b) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions +Act of the Cayman Islands. + + + +Payments +of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will +be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of +our Ordinary Shares be subject to Cayman Islands income or corporation tax. + + + +No +stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares. + + + +United +States Federal Income Tax Considerations + + + +The +following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of +our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this offering and hold our Ordinary Shares +as "capital assets" (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended +(the "Code"). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations +or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will +not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant +to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain +financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that +have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, +real estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors +who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary +Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income +tax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that +differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local +tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum +tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, +state, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares. + + + + 135 + + + + + + + +General + + + +For +purposes of this discussion, a "U.S. Holder" is a beneficial owner of our Ordinary Shares that is, for United States federal +income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated +as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any +state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal +income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of +a United States court and which has one or more United States persons who have the authority to control all substantial decisions of +the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code. + + + +If +a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial +owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner +as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in +such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment +in our Ordinary Shares. + + + +Dividends + + + +The +entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld +therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings +and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year +received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings +and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent +of the U.S. Holder s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which +the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information +necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be +unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution +as a "dividend" for United States federal income tax purposes. + + + +Any +dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will +generally constitute passive category income. Depending on the U.S. Holder s particular facts and circumstances, a U.S. Holder +may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes +imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not +elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, +in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. +The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability +of the foreign tax credit under their particular circumstances. + + + +Dividends +paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a +spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign +currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income +tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the +date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the +foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign +currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the +foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources +within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the +treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars +on a date subsequent to receipt. + + + + 136 + + + + + + + +Sale +or Other Disposition of Ordinary Shares + + + +A +U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to +the difference between the amount realized and the U.S. Holder s adjusted tax basis, determined for federal income tax purposes, +in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the +Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign +tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who +are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on +a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances. + + + +A +U.S. Holder that receives a currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to +the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on +a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. +Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency +gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in +effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received +equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion +of the currency will be United States source ordinary income or loss. + + + +Passive +Foreign Investment Company Considerations + + + +For +United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a "passive +foreign investment company," or "PFIC" if, in the case of any particular taxable year, either (a) 75% or more of our +gross income for such year consists of certain types of "passive" income or (b) 50% or more of the value of our assets (generally +determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon +our current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and +the expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year +or the foreseeable future. + + + +However, +while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or +will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification +of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current +or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and +other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition +of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. +It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the +analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result +in our company being or becoming a PFIC for the current or future taxable years. + + + +If +we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes +a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution +that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than +125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder s holding period +for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, +of Ordinary Shares. Under the PFIC rules: + + + + + + + such + excess distribution and/or gain will be allocated ratably over the U.S. Holder s holding period for the Ordinary Shares; + + + + + such + amount allocated to the current taxable year and any taxable years in the U.S. Holder s holding period prior to the first taxable + year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; + + + + + such + amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect + applicable to the U.S. Holder for that year; and + + + + + an + interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, + other than a pre-PFIC year. + + + + + 137 + + + + + + + +If +we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States +entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the +shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors +regarding the application of the PFIC rules to any of the entities in which we may own equity. + + + +As +an alternative to the foregoing rules, a U.S. Holder of "marketable stock" in a PFIC may make a mark-to-market election with +respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly +traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines +is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. +Although we intend to apply for the listing of our Ordinary Shares on the Nasdaq Capital Market, we cannot guarantee that our listing +will be approved. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded +on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable +for these purposes. + + + +If +an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary +income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the +taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted +tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end +of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. +The U.S. Holder s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the +mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized +upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, +but only to the extent of the net amount previously included in income as a result of the mark-to-market election. + + + +If +a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not +be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC. + + + +Because +a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market +election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder s +indirect interest in any of our non-United States subsidiaries if any of them is a PFIC. + + + +If +a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an +annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder +if we are or become a PFIC, including the possibility of making a mark-to-market election. + + + +THE +DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE +INVESTOR IN THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING +OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR S OWN CIRCUMSTANCES. + + + + 138 + + + + + + + +UNDERWRITING + + + +We +and the Selling Shareholders have entered into an underwriting agreement dated [ ], 2024 with Bancroft Capital, LLC, or the Representative, +acting as the lead managing underwriter with respect to the shares subject to this offering. Eddid Securities USA, Inc. has entered +into a Master Agreement Among Underwriters Agreement pursuant to which it will participate as a co-underwriter in this offering. +Subject to the terms and conditions of the underwriting agreement, we and the Selling Shareholders have agreed to sell to the underwriter, +and the underwriter has agreed to purchase from us, on a firm commitment basis, the number of shares set forth opposite its name below, +at the public offering price, less the underwriting discount set forth on the cover page of this prospectus: + + + + + Name + Number of + shares + + + Bancroft Capital, LLC + [ ] + + + Eddid Securities USA, Inc. + [ ] + + + Total + + + + + + +The +underwriter is offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement +provides that the obligations of the underwriter to pay for and accept delivery of the shares offered by this prospectus are subject +to the approval of certain legal matters by their counsel and to certain other conditions. The underwriter is obligated to take and pay +for all of the shares offered by this prospectus if any such shares are taken. + + + +The +Representative has advised us that it proposes to offer the shares to the public at the public offering price set forth on the cover +page of this prospectus and to certain dealers at that price less a concession not in excess of US$[ ] per share. The underwriter +may allow, and certain dealers may re-allow, a discount from the concession not in excess of US$[ ] per share to certain brokers +and dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the Representative. +No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities +are offered by the underwriter as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order +in whole or in part. The underwriter has informed us that they do not intend to confirm sales to any accounts over which they exercise +discretionary authority. + + + +Discounts, +Commission and Expenses + + + +The +underwriting discounts are 6.5% of the initial public offering price. + + + +The +following table shows the price per share and total public offering price, underwriting discounts and commissions and proceeds before +expenses to us and the Selling Shareholder. + + + + + + Per Share + + + Public offering price + US$4.50 + + + Underwriting discounts and commissions + US$0.2925 + + + Proceeds, before expenses and after underwriting discounts and commission, to us and Selling Shareholder + US$4.2075 + + + Proceeds to us + US$4.2075 + + + Proceeds to Selling Shareholder + US$4.2075 + + + + + +We +will also pay to the Representative by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense +allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the ordinary shares. + + + +We +have agreed to reimburse the Representative up to $100,000 for fees and expenses of legal counsel other out-of-pocket expenses, roadshow +expenses and cost of background checks and the Representative s closing costs of the escrow agent or clearing agent, as applicable, +which costs shall not to exceed $14,900. + + + + 139 + + + + + + + +In +additional, we have agreed to bear all fees, disbursements and expenses in connection with this offering, including, without limitation, +the Company s legal and accounting fees and disbursements; the costs of preparing, p1inting, mailing and delivering this Registration +Statement, the preliminary and final prospectus contained therein and amendments thereto, post-effective amendments and supplements thereto, +any other offering materials, the Underwriting Agreement and related documents; preparing and printing stock certificates and warrant +certificates; the costs of any "due diligence" meetings; filing fees (including SEC filing fees), costs and expenses (including +third party expenses and disbursements) incurred in registering the offering, FINRA filing fees; costs and expenses of qualifying the +offering under the "blue sky" laws of the states specified by the Representative; preparation of leather bound volumes and +Lucite cube mementos in such quantities as the Representative may reasonably request in connection with an underwritten offering; transfer +taxes; and transfer and warrant agent and registrar fees, but excluding those costs and expenses that FINRA regulations require to be +borne by a selling agent, placement agent or underwriter. + + + +We +estimate that the total expenses of the offering payable by us, excluding the underwriter discount and commissions and non-accountable +expense allowance will be approximately US$____. + + + +Lock-Up +Agreements + + + +Our +Executive Officers, Directors and principal shareholders (5% or more shareholders), except for sale of shares as a Selling Shareholder +and a Resale Shareholder, have agreed to a 180 days "lock-up" period from the closing of this offering with respect to the +shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are +currently outstanding or which may be issued. This means that, for a period of a 180 days following the closing of the offering, such +persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the Representative. +We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for a 180 days +following the closing of this offering, subject to certain customary exceptions, without the prior written consent of the Representative. + + + +The +Representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived +at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its +assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, +and demand for, our securities in general. + + + +Right +of First Refusal + + + +If, +from the date hereof until the 18-month anniversary following consummation of each Offering, Company or any of its subsidiaries: (i) +decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or +enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar +transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and Company decides +to retain a financial advisor for such transaction, the Representative shall have the right to act as Company s exclusive financial +advisor for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, the Representative +shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; +or (iii) decides to raise funds by means of a public offering (including through an at-the-market facility) or a private placement or +any other capital-raising financing of equity, equity-linked or debt securities using an underwriter or placement agent, the Representative +shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If the Representative +decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary +fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate +to such a transaction. The Company may terminate the right of first refusal granted hereunder for "Cause," which shall mean +a material breach of this Agreement by the Representative or a material failure by the Representative to provide services as contemplated +by this Agreement, where notice of such breach is delivered by Company to the Representative prior to electing to retain a financial +advisor with respect to the proposed transaction in question. + + + + 140 + + + + + + + +Electronic +Distribution + + + +A +prospectus in electronic format may be made available on websites or through other online services maintained by Representative or by +its affiliates. Other than the prospectus in electronic format, the information on the Representative s website and any information +contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus +forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as an underwriter, and should not be +relied upon by investors. + + + +Any +underwriter who is a qualified market maker on the Nasdaq may engage in passive market making transactions on the Nasdaq in accordance +with Rule 103 of Regulation M, during the Business Day prior to the pricing of the offering, before the commencement of offers or sales. +Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, +a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent +bids are lowered below the passive market maker s bid, however, the passive market maker s bid must then be lowered when +certain purchase limits are exceeded. + + + +No +Prior Public Market + + + +Prior +to this offering, there has been no public market for our securities and the public offering price for our shares will be determined +through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market +conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to +us, estimates of our business potential, the present state of our development and other factors deemed relevant. The offering price for +our shares in this offering has been arbitrarily determined by our Company in its negotiations with the underwriter and does not necessarily +bear any direct relationship to the assets, operations, book or other established criteria of value of our Company. + + + +Price +Stabilization, Short Positions and Penalty Bids + + + +Until +the distribution of the shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriter to +bid for and to purchase our shares. As an exception to these rules, the underwriter may engage in transactions effected in accordance +with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our shares. + + + + +Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline +in the market price of our securities while this offering is in progress. + + + + +Short sales occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares +than they purchase from us in this offering. There is no contractual limit on the size +of any syndicate covering transaction. The underwriter will deliver a prospectus in connection with any such short sales. Purchasers +of shares sold short by the underwriter are entitled to the same remedies under the federal securities laws as any other purchaser of +units covered by the registration statement. + + + + +Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf +of the underwriter in order to reduce a short position incurred by the managing underwriter on behalf of the underwriter. + + + + +A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to +an underwriter if the shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore was +not effectively sold to the public by such underwriter. + + + + 141 + + + + + + + +Stabilization, +syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares or preventing +or retarding a decline in the market price of our shares. As a result, the price of our shares may be higher than the price that might +otherwise exist in the open market. + + + +Neither +we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the prices +of our shares. These transactions may occur on the Nasdaq. If any of these transactions are commenced, they may be discontinued without +notice at any time. + + + +Other +Relationships + + + +The +underwriter and certain of their affiliates are full service financial institutions engaged in various activities, which may include +securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, +hedging, financing and brokerage activities. Some of the underwriter and certain of their affiliates may in the future engage in investment +banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future +receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriter and +their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) +and financial instruments (including bank borrowings) for their own account and for the accounts of their customers. Such investments +and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriter and their affiliates may +also make investment recommendations and/or publish or express independent research views in respect of such securities or financial +instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. + + + +Offers +outside the United States + + + +Other +than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the shares offered +by this prospectus in any jurisdiction where action for that purpose is required. The shares offered by this prospectus may not be offered +or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer +and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance +with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform +themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does +not constitute an offer to sell or a solicitation of an offer to buy any shares offered by this prospectus in any jurisdiction in which +such an offer or a solicitation is unlawful. + + + +Indemnification + + + +We +and the selling shareholders have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities +Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute +to payments that the underwriter may be required to make in respect of those liabilities. + + + +Nasdaq +Listing + + + +We +have applied for the listing of our on the Nasdaq under the symbol "COC". We make no representation that such application +will be approved or that our ordinary shares will trade on such market either now or at any time in the future; notwithstanding the foregoing, +we will not close this offering unless such ordinary shares will be listed on the Nasdaq at the completion of this offering. + + + +Electronic +Distribution + + + +A +prospectus in electronic format may be made available on websites or through other online services maintained by Representative or by +its affiliates. Other than the prospectus in electronic format, the information on the Representative s website and any information +contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus +forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as an underwriter, and should not be +relied upon by investors. + + + +Any +underwriter who is a qualified market maker on the Nasdaq may engage in passive market making transactions on the Nasdaq in accordance +with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales. +Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, +a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent +bids are lowered below the passive market maker s bid, however, the passive market maker s bid must then be lowered when +certain purchase limits are exceeded. + + + + 142 + + + + + + + +LEGAL +MATTERS + + + +Ortoli +Rosenstadt LLP is acting as counsel to our company regarding U.S. securities law matters. The validity of the Ordinary Shares offered +hereby will be opined upon for us by Conyers Dill & Pearman. Schlueter & Associates. P.C. is acting as U.S. securities counsel +to Bancroft Capital,LLC. Certain legal matters as to Malaysian law will be passed upon for us by Lim Partnership. Certain legal +matters as to Singapore law will be passed upon for us by Loo & Partners LLP. Ortoli Rosenstadt LLP may rely upon Conyers Dill & +Pearman with respect to matters governed by the law of the Cayman Islands, Lim Partnership with respect to matters governed by Malaysian +laws, and Loo & Partners LLP with respect to matters governed by Singapore laws. + + + + 143 + + + + + + + +EXPERTS + + + +The +financial statements as of March 31, 2024 and 2023 2022, and for each of the two financial years in the period ended +March 31, 2024 and 2023 and 2022 included in this prospectus have been audited by WWC, P.C. an independent registered public +accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial +statements). Such financial statements have been so included in reliance upon the report of such firm given upon the authority of +such firm as experts in accounting and auditing. The office of WWC, P. C. is located at 2010 Pioneer Court, San Mateo, CA 94403, +U.S.A. + + + + 144 + + + + + + + +WHERE +YOU CAN FIND ADDITIONAL INFORMATION + + + +We +have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act, covering +the Ordinary Shares offered by this prospectus. You should refer to our registration statements and their exhibits and schedules if you +would like to find out more about us and about the Ordinary Shares. This prospectus summarizes material provisions of contracts and other +documents that we refer you to. Since this prospectus may not contain all the information that you may find important, you should review +the full text of these documents. + + + +Immediately +upon the completion of this offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act, +as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and +other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing +and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange +Act, and our executive officers, Directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions +contained in Section 16 of the Exchange Act. + + + +The +registration statements, reports and other information so filed can be inspected and copied at the public reference facilities maintained +by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, +by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. +The SEC also maintains a website that contains reports, proxy statements and other information about issuers, such as us, who file electronically +with the SEC. The address of that website is http://www.sec.gov. The information on that website is not a part of this prospectus. + + + +No +dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. +You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered +hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is +current only as of its date. + + + + 145 + + + + + + + +INDEX +TO COR3 & CO. (HOLDINGS) LIMITED AND SUBSIDIARIES + +UNAUDITED INTERIM CONDENSED +CONSOLIDATED FINANCIAL STATEMENTS + + + + + + + PAGE + + + + + + + + Report + of Independent Registered Accounting Firm + + F-2 + + + + + + + + Unaudited + Interim Condensed Consolidated Statements of Financial Positions as of March 31, 2024 and September 30, 2024 + + F-3 + + + + + + + + Unaudited + Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive (Loss)/Income for the Six Months ended September + 30, 2023 and 2024 + + F-4 + + + + + + + + Unaudited + Interim Condensed Consolidated Statements of Changes in Equity for the Six Months ended September 30, 2023 and 2024 + + F-5 + + + + + + + + Unaudited + Interim Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2023 and 2024 + + F-6 + + + + + + + + Notes + to Unaudited Interim Condensed Consolidated Financial Statements + + F-7 + + + + + F-1 + + + + + + + + + +REPORT +OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + + + + + To: + The + Board of Directors and Shareholders of + + + + COR3 + & Co. (Holdings) Limited + + + + +Results +of Review Unaudited Interim Condensed Consolidated Financial Statements + + + +We +have reviewed the accompanying unaudited condensed consolidated statements of financial positions of COR3 & Co. (Holdings) Limited +and its subsidiaries (collectively the "Company") as of September 30, 2024, and the related unaudited condensed consolidated +statements of profit or loss and other comprehensive (loss)/income, statements of changes in equity, and statements of cash flows for +six-month periods ended September 30, 2023 and 2024, and the related notes (collectively referred to as the "interim financial +statements"). Based on our reviews, we are not aware of any material modification that should be made to the accompanying interim +financial statements for them to be in conformity with International Financial Reporting Standards as issued by the International Accounting +Standards Board. + + + +We +have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the +consolidated statements of financial positions of the Company as of March 31, 2022, 2023 and 2024, and the related statements of profit +or loss and other comprehensive (loss)/income, changes in equity and cash flows for the years then ended (not presented herein),we expressed +an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated +statements of financial positions as of March 31, 2024, is fairly stated, in all material respects, in relation to the consolidated statements +of financial positions from which it has been derived. + + + +Substantial +Doubt about the Company s Ability to Continue as a Going Concern + + + +The +accompanying unaudited interim condensed consolidated financial statements have been prepared assuming that the Company will continue +as a going concern. As described in Note 2 to the unaudited condensed consolidated financial statements, the Company has substantial +losses during the period ended September 30, 2023 and 2024, approximately RM0.78 million and RM2.75 million (approximately US$0.66 million); +and its current liabilities exceeded its current assets by approximately RM17.62 million (approximately US$4.25 million) as of September +30, 2024. These circumstances give rise to substantial doubt that the Company will continue as a going concern. Management s plans +in regards to "Going Concern" matters are also described in Note 2. The unaudited interim condensed consolidated financial +statements do not include any adjustments that might result from the outcome of this doubt and uncertainty. + + + +Basis +for Review Results + + + +These +unaudited interim condensed consolidated financial statements are the responsibility of the Company s management. We conducted +our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying +analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope +than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the +financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with +the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company +in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission +and the PCAOB. + + + +/s/ +WWC, P.C. + +WWC, +P.C. + +Certified +Public Accountants + +PCAOB +ID No. 1171 + + + +We +have served as the Company s auditor since 2022. + + + +San +Mateo, California + +April +28, 2025 + + + + F-2 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +UNAUDITED +INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS + +As +of March 31, 2024, and September 30, 2024 + + + + + + Note + March + 31, + + 2024 + + September + 30, + + 2024 + + September + 30, + + 2024 + + + + + + RM + RM + USD + + + + + + + + + + ASSETS + + + + + + + + + + + + + + Non-current assets + + + + + + + Property, plant and equipment + 4 + 20,380,980 + 19,640,657 + 4,741,371 + + + Right-of-use assets + 5 + 8,824,753 + 7,894,467 + 1,905,771 + + + Other receivables + 7 + 2,504,136 + 1,315,808 + 317,644 + + + Total non-current assets + + 31,709,869 + 28,850,932 + 6,964,786 + + + + + + + + + + Current assets + + + + + + + Inventories + 6 + 9,557,330 + 7,584,497 + 1,830,942 + + + Other receivables + 7 + 8,058,222 + 8,278,938 + 1,998,586 + + + Cash and cash equivalents + 8 + 1,896,439 + 1,378,576 + 332,797 + + + Total current assets + + 19,511,991 + 17,242,011 + 4,162,325 + + + + + + + + + + Total assets + + 51,221,860 + 46,092,943 + 11,127,111 + + + + + + + + + + LIABILITIES AND EQUITY + + + + + + + + + + + + + + Current liabilities + + + + + + + Trade and other payables + 9 + 19,694,393 + 19,575,954 + 4,725,751 + + + Borrowings + 10 + 15,556,574 + 14,748,354 + 3,560,341 + + + Income tax payable + + 533,810 + 533,810 + 128,865 + + + Total current liabilities + + 35,784,777 + 34,858,118 + 8,414,957 + + + + + + + + + + Non-current liabilities + + + + + + + Deferred tax liabilities + 22 + 547,021 + 129,077 + 31,160 + + + Borrowings + 10 + 13,720,133 + 12,209,042 + 2,947,335 + + + Total non-current liabilities + + 14,267,154 + 12,338,119 + 2,978,495 + + + + + + + + + + Total liabilities + + 50,051,931 + 47,196,237 + 11,393,452 + + + + + + + + + + Capital and reserves + + + + + + + Share capital + 11 + 47,266 + 47,266 + 11,410 + + + Merger reserve + 12 + 3,609,830 + 3,609,830 + 871,434 + + + Capital reserve + 13 + 4,253,132 + 4,596,625 + 1,109,653 + + + Translation reserve + 14 + (18,242) + 59,666 + 14,404 + + + Accumulated losses + + (6,196,904) + (8,743,806) + (2,110,806) + + + Attributable to equity owners of the Company + + 1,695,082 + (430,419) + (103,905) + + + Non-controlling interests + + (525,153) + (672,875) + (162,436) + + + Total equity/(deficit) + + 1,169,929 + (1,103,294) + (266,341) + + + + + + + + + + Total liabilities and equity + + 51,221,860 + 46,092,943 + 11,127,111 + + + + + +The +accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. + + + + F-3 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +UNAUDITED +INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS)/INCOME + +For +the years ended September 30, 2023 and 2024 + + + + + + + Six Months Ended September 30, + + + + Note + 2023 + 2024 + 2024 + + + + + RM + RM + USD + + + + + + + + + + Revenue + 15 + 24,937,659 + 21,723,751 + 5,244,243 + + + + + + + + + + Cost of sales + 16 + (10,549,119) + (10,298,184) + (2,486,043) + + + + + + + + + + Gross Profit + + 14,388,540 + 11,425,567 + 2,758,200 + + + + + + + + + + Other income + 17 + 109,575 + 95,642 + 23,089 + + + + + + + + + + Selling and distribution expenses + 18 + (2,736,247) + (2,607,786) + (629,534) + + + + + + + + + + Administrative expenses + 19 + (11,515,397) + (10,870,474) + (2,624,196) + + + + + + + + + + Finance expenses + 20 + (1,023,053) + (863,962) + (208,565) + + + + + + + + + + Loss before income tax + + (776,582) + (2,821,013) + (681,006) + + + + + + + + + + Income tax credit + 22 + - + 74,451 + 17,973 + + + + + + + + + + Loss for the period + + (776,582) + (2,746,562) + (663,033) + + + + + + + + + + Other comprehensive (loss)/income + + + + + + + Items that may be reclassified subsequently to profit or loss: + + + + + + + Exchange differences on translating foreign operation + + (20,759) + 129,846 + 31,346 + + + + + (20,759) + 129,846 + 31,346 + + + + + + + + + + Items that will not reclassified subsequently to profit or loss: + + + + + + + Deferred tax + + - + 343,493 + 82,921 + + + + + - + 343,493 + 82,921 + + + + + + + + + + Total comprehensive loss for the period + + (797,341) + (2,273,223) + (548,766) + + + + + + + + + + Loss attributable to: + + + + + + + Equity owners of the Company + + (545,478) + (2,546,902) + (614,837) + + + Non-controlling interests + + (231,104) + (199,660) + (48,196) + + + Total + + (776,582) + (2,746,562) + (663,033) + + + + + + + + + + Total comprehensive loss attributable to: + + + + + + + Equity owners of the Company + + (557,934) + (2,125,501) + (513,109) + + + Non-controlling interests + + (239,407) + (147,722) + (35,657) + + + Total + + (797,341) + (2,273,223) + (548,766) + + + + + + + + + + LOSS PER SHARE + + + + + + + LOSS PER SHARE – BASIC AND DILUTED + + (0.10) + (0.21) + (0.05) + + + + + + + + September 30, + + + + 2023 + 2024 + + + Weighted average number of ordinary shares used in computing basic earnings + 10,740,000 + 10,100,000 + + + Weighted average number of ordinary shares used in computing diluted earnings + 10,740,000 + 10,100,000 + + + + + + F-4 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +UNAUDITED +INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY + +For +the six months ended September 30 2023 and 2024 + + + + + + + Attributable to equity owners of the Company + + + + + + + + Share + Merger + Capital + Translation + Accumulated + + Non-controlling + Total + + + + Note + capital + reserve + reserve + reserve + losses + Total + interests + equity + + + + + RM + RM + RM + RM + RM + RM + RM + RM + + + Balance at 1 April 2023 + + 3,657,096 + - + 4,675,702 + 5,978 + (6,686,312) + 1,652,464 + (274,558) + 1,377,906 + + + + + + + + + + + + + + + Loss for the period + + - + - + - + - + (656,839) + (656,839) + (119,743) + (776,582) + + + Other comprehensive loss + + - + - + - + (12,456) + - + (12,456) + (8,303) + (20,759) + + + Total comprehensive income for the period + + - + - + - + (12,456) + (656,839) + (669,295) + (128,046) + (797,341) + + + + + + + + + + + + + + + Balance at 30 September 2023 + + 3,657,096 + - + 4,675,702 + (6,478) + (7,343,151) + 983,169 + (402,604) + 580,565 + + + + + + + + + Attributable to equity owners of the Company + + + + + + + + Share + Merger + Capital + Translation + Accumulated + + Non-controlling + Total + + + + Note + capital + reserve + reserve + reserve + losses + Total + interests + equity + + + + + RM + RM + RM + RM + RM + RM + RM + RM + + + Balance at 31 March 2024 + + 47,266 + 3,609,830 + 4,253,132 + (18,242) + (6,196,904) + 1,695,082 + (525,153) + 1,169,929 + + + + + + + + + + + + + + + Profit for the period + + - + - + - + - + (2,546,902) + (2,546,902) + (199,660) + (2,746,562) + + + Other comprehensive income + + - + - + 343,493 + 77,908 + - + 421,401 + 51,938 + 473,339 + + + Total comprehensive income for the period + + - + - + 343,493 + 77,908 + (2,546,902) + (2,125,501) + (147,722) + (2,273,223) + + + + + + + + + + + + + + + Balance at 30 September 2024 + + 47,266 + 3,609,830 + 4,596,625 + 59,666 + (8,743,806) + (430,419) + (672,875) + (1,103,294) + + + + + +The +accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. + + + + F-5 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +UNAUDITED +INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS + +For +the years ended March 31, 2024 and September 30, 2024 + + + + + + Note + Six Moths Ended September 30, + + + + + 2023 + 2024 + 2024 + + + + + RM + RM + USD + + + + + + + + + + Cash flows from operating activities + + + + + + + Loss before income tax + + (776,582) + (2,821,013) + (681,006) + + + Adjustments for: + + + + + + + Reversal for inventory obsolescence, net + 6 + (264,685) + (295,706) + (71,385) + + + Reversal of provision for litigation claim + 17 + - + (63,334) + (15,289) + + + Depreciation of property, plant and equipment + 4 + 824,655 + 714,156 + 172,402 + + + Depreciation of right-of-use assets + 5 + 3,683,719 + 3,343,067 + 807,036 + + + Foreign exchange difference, net + + (23,231) + 145,084 + 35,022 + + + Interest expenses + 20 + 1,023,053 + 863,962 + 208,565 + + + Interest income + 17 + (13) + (12) + (3) + + + Operating cash flows before movements in working capital + + 4,466,916 + 1,886,204 + 455,342 + + + + + + + + + + Other receivables + + (460,304) + (220,716) + (53,282) + + + Trade and other payables + + 3,465,816 + (55,105) + (13,303) + + + Inventories + + (735,361) + 2,268,703 + 547,678 + + + Cash generated from operations + + 6,737,067 + 3,879,086 + 936,435 + + + Income tax paid + + (117,777) + - + - + + + Net cash generated from operating activities + + 6,619,290 + 3,879,086 + 936,435 + + + + + + + + + + Cash flows from investing activities + + + + + + + Interest received + + 13 + 12 + 3 + + + Other receivables + + (218,693) + 1,188,328 + 286,869 + + + Additions in fixed deposits pledged + + - + (312,500) + (75,439) + + + Purchase of property, plant and equipment + 4 + (1,275,464) + (31,614) + (7,632) + + + Net cash (used in)/generated from investing activities + + (1,494,144) + 844,226 + 203,801 + + + + + + + + + + Cash flows from financing activities + + + + + + + Interest paid + + (1,023,053) + (863,962) + (208,565) + + + Repayment of leases liabilities + + (3,363,530) + (3,406,651) + (822,386) + + + Proceeds of other bank borrowings + + 5,689,190 + 7,191,728 + 1,736,126 + + + Repayment of other bank borrowings + + (5,535,128) + (7,374,097) + (1,780,151) + + + Repayment of bank borrowings + + (1,047,636) + (1,100,693) + (265,714) + + + Net cash used in financing activities + + (5,280,157) + (5,553,675) + (1,340,690) + + + + + + + + + + Net decrease in cash and cash equivalents + + (155,011) + (830,363) + (200,454) + + + Cash and cash equivalents at beginning of period + + 891,826 + 1,119,887 + 270,347 + + + Cash and cash equivalents at end of period + 8 + 736,815 + 289,524 + 69,893 + + + + + +The +accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. + + + + F-6 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +NOTES +TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS + + + + + 1 + ORGANIZATION + AND PRINCIPAL ACTIVITIES + + + + +Organization +and reorganization + + + +Cor3 +& Co. (Holdings) Limited (the "Company") was incorporated in the Cayman Islands on March 14, 2023. The registered office +of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. The principal place +of business of the Company is situated at No. 184, Persiaran S2 B1, Seremban 2, 70300 Seremban, Negeri Sembilan, Malaysia. + + + +The +Group structure which represents the operating subsidiaries and dormant companies as the reporting date is as follow: + + + + + +*The +balance 5.0% is owned by Mr. Lim Leong Wei, an Independent Third Party. + +**The +balance 40% is held by Mr. CS Pwa, the brother of Mr. CC Pwa and CT Pwa. + + + + F-7 + + + + + + + +The +Company and its subsidiaries are in the table as follows: + + + + + Percentage of effective ownership + + + Ended September 30, + + + Name + Date of incorporation + 2023 + 2024 + Place of incorporation + Principal activities + + + + + % + % + + + + + Cor3 & Co. (Holdings) Limited + March 14, 2023 + - + - + Cayman Islands + Investment holding + + + + + + + + + + + Treasure Zenith Limited + July 11, 2022 + 100% + 100% + British Virgin Islands + Investment holding + + + + + + + + + + + HI Style Apparel Sdn. Bhd. + April 22, 2008 + 100% + 100% + Malaysia + Trading in garment, shoes and articles of clothing + + + + + + + + + + + HI Style (Singapore) Private Limited + February 6, 2014 + 60% + 60% + Singapore + Trading in garment, shoes and articles of clothing + + + + + + + + + + + Sby Fashion Sdn. Bhd. + August 18, 2014 + 100% + 100% + Malaysia + Retailing in garments, shoes and articles of clothing + + + + + + + + + + + Sub Crew Apparel Sdn. Bhd. + March 18, 2019 + 100% + 100% + Malaysia + Retail sale of articles of clothing, articles of fur and clothing accessories + + + + + + + + + + + Immence Sdn. Bhd. + December 23, 2021 + 95% + 95% + Malaysia + Wholesale of a variety of goods without any particular specialization N.E.C. + + + + + + F-8 + + + + + + + +Non-controlling +interests ("NCI") + + + +The +following table illustrates the summarized financial information of the Group s material NCI (and not the Group s share of +those amounts), adjusted for difference in accounting policies between the Group and the subsidiary, if any. + + + + + + Six Months Ended September 30, + + + + 2023 + 2024 + + + + RM + RM + + + + + + + + Revenue + 1,509,772 + 1,006,512 + + + Loss before tax + (577,089) + (482,366) + + + Income tax expenses + - + - + + + Loss after tax + (577,089) + (482,366) + + + Loss allocated to NCI + (230,837) + (192,946) + + + Other comprehensive losses allocated to NCI + (239,140) + 51,938 + + + Total comprehensive loss allocated to NCI + (469,977) + (141,008) + + + + + + + + Cash flows generated from operating activities + 540,985 + 565,076 + + + Cash flows used in financing activities + (541,320) + (586,745) + + + Net cash outflows + (335) + (21,669) + + + + + + + + September 30, 2023 + September 30, 2024 + + + + RM + RM + + + + + + + + Current assets + 662,085 + 517,408 + + + Non-current assets + 1,122,808 + 1,232,778 + + + Current liabilities + (2,602,135) + (3,115,645) + + + Non-current liabilities + (234,693) + (343,946) + + + Net liabilities + (1,051,935) + (1,709,405) + + + + + + + + Accumulated NCI + (420,774) + (683,762) + + + Less: fair value adjustments + - + - + + + Adjusted accumulated NCI + (420,774) + (683,762) + + + + + + F-9 + + + + + + + +Reorganization + + + +In +order to facilitate the Company s initial public offering, the Company completed a series of reorganization transactions (the "Reorganization +Exercise"), whereby, each of the operating and holding entities under the controlling shareholder s common control before +and after the Reorganization Exercise, were ultimately contributed to the Company: + + + +The +Company was incorporated in the Cayman Islands on March 14, 2023 under the Companies Act (2023 Revision) of the Cayman Islands as an +exempted company with limited liability. The authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, at par +value of US$0.001 each. Upon incorporation, one share was held by Soaring Fame. On March 15, 2023, Soaring Fame, Vantage Success, Emprise +Ahead, Shao Qi and Alpha Summit subscribed for 8,709, 490, 343, 147 and 310 Shares for cash at par respectively. + + + +Treasure +Zenith was incorporated in the British Virgin Islands as a limited liability company on July 11, 2022 and is authorized to issue a maximum +of 50,000 shares with a par value of US$1.00 each. On incorporation one share was allotted and issued to Soaring Fame on December 12, +2022. On January 20, 2023, Soaring Fame, Alpha Summit, Vantage Success subscribed for 9,195, 310 and 490 shares for cash at par. On January +21, 2023, Emprise Ahead and Shao Qi acquired 343 and 147 shares in Treasure Zenith from Soaring Fame, representing approximately 3.43% +and 1.47% of the shareholding interest in Treasure Zenith. On May 26, 2023, Soaring Fame transferred 442 and 338 shares in Treasure Zenith +to Summit Knight and Harmonic Charm for cash at par and for US$160,000, respectively, representing approximately 4.42 % and 3.38% of +the shareholding interest in Treasure Zenith. + + + +On +May 26, 2023, Soaring Fame transferred 442 and 338 Ordinary Shares to Summit Knight and Harmonic Charm both for cash at par, representing +approximately 4.42 % and 3.38% of the entire share capital of the Company before the offering. As part of a group reorganization, the +Company acquired the respective entire issued shares in Treasure Zenith from Soaring Fame, Alpha Summit, Vantage Success, Emprise Ahead, +Shao Qi, Summit Knight and Harmonic Charm in consideration of the Company allotting and issuing 8,001,370, 312,790, 494,410, 346,087, +148,323, 445,978 and 341,042 Ordinary Shares to them, respectively, credited as fully paid. + + + +The +Reorganization was completed on November 17, 2023. As a result of the Reorganization, the Company became the holding company for a group +of companies that will be referred to as the Group. Accordingly, the consolidated financial statements have been presented using the +pooling of interest method whereby the Company is shown as if it had been the holding company from the beginning of the first reporting +period presented because all the companies in the Group where under common control. + + + + F-10 + + + + + + + + + 2 + MATERIAL + ACCOUNTING POLICY INFORMATION + + + + +BASIS +OF PREPARATION – These unaudited interim condensed financial statements have been prepared in accordance with International +Financial Reporting Standards ("IFRS") under the historical cost convention, except as disclosed in the accounting policies +below. + + + +The +preparation of these unaudited interim condensed financial statements in conformity with IFRS requires management to exercise its judgement +in the process of applying the Group s accounting policies. It also requires the use of certain critical accounting estimates and +assumptions. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant +to the financial statements are disclosed in Note 3. These unaudited interim condensed consolidated financial statements and the notes +accompanying them should be read in conjunction with the Group s audited consolidated financial statements for the year ended March +31, 2024. + + + +The +unaudited interim consolidated financial statements do not include all the information and footnotes required by the IFRS for complete +financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance +with the IFRS have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company s management, +the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and +include all adjustments, in normal recurring nature, as necessary for the fair statements of the Company s financial positions +as of September 30, 2024, and results of operations and cash flows for the six-month period ended September 30, 2024. The unaudited interim +condensed consolidated statements of financial positions as of March 31, 2024 has been derived from the audited financial statements +at that date but does not include all the information and footnotes required by the IFRS. Interim results of operations are not necessarily +indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction +with the audited consolidated financial statements as of and for the years ended March 31, 2024 and 2023, and related notes included +in the Company s audited consolidated financial statements. + + + +Adoption +of new and amended standards and interpretations + + + +The +accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group +has adopted all the new and amended standards which are relevant to the Group and are effective for annual financial period beginning +on 1 April 2024. The adoption of these standards did not have any material effect on the financial statements of the Group. + + + +New +standards, amendments and interpretations issued but not yet effective + + + +There +are a number of standards, amendments to standards, and interpretations, which have been issued by the International Accounting Standards +Board, that are effective in future accounting periods and the Group has not decided to early adopt. + + + +The +Group is currently evaluating the potential impact of adopting these standards on its unaudited interim condensed consolidated financial +statements and related disclosures in the year of initial application. + + + + F-11 + + + + + + + + + Description + + Effective + date (annual periods + + beginning + on or after) + + + + + + + + Amendments + to IAS 21 - Lack of Exchangeability + + 1 + January 2025 + + + + + + + + Annual + Improvements to IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7 + + 1 + January 2026 + + + + + + + + Amendments + to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments + + 1 + January 2026 + + + + + + + + IFRS + 18 - Presentation and Disclosure in Financial Statements + + 1 + January 2027 + + + + + + + + IFRS + 19 - Subsidiaries without Public Accountability: Disclosures + + 1 + January 2027 + + + + +BASIS +OF ACCOUNTING – The unaudited interim condensed financial statements have been prepared in accordance with the historical cost +basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the IFRS. + + + +Historical +cost is generally based on the fair value of the consideration given in exchange for goods and services. + + + +Fair +value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants +at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating +the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market +participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure +purposes in these financial statements is determined on such a basis. + + + +In +addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which +the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, +which are described as follows: + + + + + + Level + 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement + date; + + + + Level + 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly + or indirectly; and + + + + Level + 3 inputs are unobservable inputs for the asset or liability. + + + + +The +Company s policy is to recognize transfers into and transfers out of any of the three levels as of the date of the event or change +in circumstances that caused the transfer. + + + + F-12 + + + + + + + +BASIS +OF CONSOLIDATION + + + + + + (a) + Consolidation + + + + +As +the Group were under same control of the controlling shareholders and their entire equity interests were also ultimately held by the +controlling shareholders immediately prior to the group reorganization, the unaudited interim condensed consolidated statements of profit +or loss and other comprehensive income, unaudited interim condensed consolidated statements of changes in equity and unaudited interim +condensed consolidated statements of cash flows statements are prepared as if the current group structure had been in existence throughout +the two-period ended September 30, 2024, or since the respective dates of incorporation/establishment of the relevant entity, where this +is a shorter period. The unaudited interim condensed consolidated statements of financial positions as at September 30, 2024 and March +31, 2024 present the assets and liabilities of the aforementioned companies now comprising the Group which had been incorporated/established +as at the relevant balance sheet date as if the current group structure had been in existence at those dates based on the same control +aforementioned. The Company eliminates all significant intercompany balances and transactions in its unaudited interim condensed consolidated +financial statements. + + + +Subsidiary +corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the +Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns +through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the +Group. They are deconsolidated from the date on that control ceases. + + + +In +preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions +between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment +indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency +with the policies adopted by the Group. + + + +Non-controlling +interests comprise the portion of a subsidiary corporation s net results of operations and its net assets, which is attributable +to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated +statement of comprehensive income, statement of changes in equity, and balance sheet. Total comprehensive income is attributed to the +non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests +having a deficit balance. + + + +Acquisition +of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim +condensed consolidated financial statements of the Company are a continuation of the acquired entities and is accounted for as follows: + + + + + (i) + The + results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented + in the unaudited interim condensed financial statements; + + + + + + + (ii) + The + Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments + are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would + otherwise be done under the acquisition method; and + + + + + + + (iii) + No + new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill + relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected + within equity as merger reserve or deficit. + + + + + F-13 + + + + + + + + + + (b) + Acquisitions + under common control + + + + +The +unaudited interim condensed consolidated financial statements of the Group are a combination or aggregation of the unaudited interim +condensed financial statements of the Company and its subsidiaries after the Reorganization Exercise carried out in the financial year +ended March 31, 2024. The Reorganization Exercise involved companies which are under common control. The unaudited interim condensed +consolidated financial statements of the Group have been prepared in a manner similar to the "pooling-of-interest" method. +Such manner of presentation reflects the economic substance of the combining companies as a single economic enterprise, although the +legal parent-subsidiary relationship was not established until after the end of the reporting period. + + + +Business +combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had +occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. +For this purposes, comparatives may be restated. The assets and liabilities acquired are recognized at the carrying amounts recognized +previously and no adjustments are made to reflect the fair values or to recognize any new assets or liabilities, including no goodwill +is recognized as a result of the combination. The components of equity of the acquired entities are added to the same components within +the Group s and the Company s equity. Any difference between the consideration paid for the acquisition and share capital +of acquirees is recognized directly to equity as merger reserve. + + + + + + (c) + Disposals + + + + +When +a change in the Group s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, +the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other +comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if +required by a specific Standard. + + + +Any +retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest +at the date when control is lost, and its fair value is recognized in profit or loss. + + + + + + (d) + Transactions + with non-controlling interests + + + + +Changes +in the Group s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation +are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the +non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity +holders of the Company. + + + + F-14 + + + + + + + +CONVENIENCE +TRANSLATION + + + +Translations +of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated +statements of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from +RM into USD as of and for the period ended September 30, 2024 are solely for the convenience of the reader and were calculated at the +noon buying rate of USD1 = RM4.1424, as published in H.10 statistical release of the United States Federal Reserve Board. No representation +is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate. + + + +FINANCIAL +ASSETS + + + +Classification +and measurement + + + +The +Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized +cost. + + + +The +classification depends on the Group s business model for managing the financial assets as well as the contractual terms of the +cash flows of the financial assets. + + + +At +subsequent measurement - Debt instrument - Debt instruments mainly comprise of cash and cash equivalents and other receivables +(excluding prepayments). + + + +Debt +instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and +interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not +part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these +financial assets is included in interest income using the effective interest rate method. + + + +The +Group recognizes a loss allowance for ECL on financial assets which are subject to impairment assessment under IFRS 9. The amount of +ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. +The Group always recognizes lifetime ECL for accounts receivables. The ECL on these financial assets are estimated using a provision +matrix based on the Group s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic +conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time +value of money where appropriate. For all other financial instruments, the Group measures the loss allowance equal to 12-month ECL, unless +when there has a significant increase in credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of +whether lifetime ECL should be recognized is based on significant increase in the likelihood or risk of a default occurring since initial +recognition. + + + +Significant +increase in credit risk + + + +In +assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring +on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date +of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable +and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking +information considered includes the future prospects of the industries in which the Group s debtors operate, obtained from economic +expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organizations, as well as consideration +of various external sources of actual and forecast economic information that relate to the Group s operations. + + + +In +particular, the following information is taken into account when assessing whether credit risk has increased significantly: + + + + + + an + actual or expected significant deterioration in the financial instrument s external (if available) or internal credit rating; + + + + + F-15 + + + + + + + + + + significant + deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default + swap prices for the debtor; + + + + + + + + existing + or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the + debtor s ability to meet its debt obligations; + + + + + + + + an + actual or expected significant deterioration in the operating results of the debtor; + + + + + + + + significant + increases in credit risk on other financial instruments of the same debtor; + + + + + + + + an + actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results + in a significant decrease in the debtor s ability to meet its debt obligations. + + + + +Irrespective +of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition +when contractual payments are more than 60 days past due, unless the Group has reasonable and supportable information that demonstrates +otherwise. + + + + + + Recognition + and derecognition + + + + +Regular +way purchases and sales of financial assets are recognized on trade date – the date on which the Group commits to purchase or sell +the asset. + + + +Financial +assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the +Group has transferred substantially all risks and rewards of ownership. + + + +On +disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss. + + + + F-16 + + + + + + + +FINANCIAL +LIABILITIES AND EQUITY INSTRUMENTS + + + +Classification +as debt or equity + + + +Debt +and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with substance +of the contractual arrangements and the definitions of a financial liability and an equity instrument. + + + +Equity +instruments + + + +An +equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. +Equity instruments issued by a Group are recognized at the proceeds received, net of direct issue costs. + + + +Financial +liabilities + + + +Except +for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently +measured at amortized cost using the effective interest method. + + + +The +effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over +the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees +and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) +through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. + + + +Derecognition +of financial liabilities + + + +The +Group derecognizes financial liabilities when, and only when, the Group s obligations are discharged, cancelled or expired. The +difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any +non-cash assets transferred or liabilities assumed, is recognized in profit or loss. + + + +Offsetting +financial instruments + + + +Financial +assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset +and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. + + + + F-17 + + + + + + + +PROPERTY, +PLANT AND EQUIPMENT + + + + + + (a) + Measurement + + + + + + + (i) + Property, + plant and equipment + + + + +Property, +plant and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment +losses. + + + + + + (ii) + Components + of costs + + + + +The +cost of an item of property, plant and equipment initially recognized includes its purchase price and any cost that is directly attributable +to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. + + + + + + (iii) + Revaluation + + + + +Headquarter +and other freehold land and buildings are revalued by independent professional valuers on a triennial basis and whenever their carrying +amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation at the date +of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued amount of +the asset. + + + +Increases +in carrying amounts arising from revaluation, including currency translation differences, are recognized in other comprehensive income +and accumulated in equity, unless they reverse a revaluation decrease of the same asset previously recognized in profit or loss. In this +case, the increase is recognized in profit or loss. Decreases in carrying amounts are recognized in other comprehensive income to the +extent of any credit balance existing in the equity in respect of that asset and reduces the amount accumulated in equity. All other +decreases in carrying amounts are recognized in profit or loss. + + + + + + (b) + Depreciation + + + + + +Freehold +land is not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to +allocate their depreciable amounts over their estimated useful lives as followed; + + + + + Buildings + 1% + + + + Office equipment + 10%-12% + + + + Furniture and fittings + 10% + + + + Display mannequin + 10% + + + + Computer and software + 10% + + + + Motor vehicles + 10% + + + + Renovation + 10% + + + + Others + 10% + + + + + + +The +residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, +at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise. + + + + + + (c) + Subsequent + expenditure + + + + +Subsequent +expenditure relating to property, plant and equipment that has already been recognized is added to the carrying amount of the asset only +when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured +reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred. + + + + + + (d) + Disposal + + + + +On +disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognized +in profit or loss within "administrative expenses". Any amount in revaluation reserve relating to that item is transferred +to retained profits directly. + + + + F-18 + + + + + + + +INVENTORIES + + + +Inventories +are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. The cost of finished +goods comprises finished goods and other direct costs, if any (based on normal operating capacity). Cost also includes any gains or losses +on qualifying cash flow hedges of foreign currency purchases of inventories. Net realizable value is the estimated selling price in the +ordinary course of business, less the estimated costs of completion and applicable variable selling expenses. When necessary, allowance +is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realizable +value. + + + +TRADE +AND OTHER RECEIVABLES + + + +A +receivable is recognized when the group has an unconditional right to receive consideration. A right to receive consideration is unconditional +if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group +has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain +a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing +component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated +at amortized cost, using the effective interest method and including an allowance for credit losses. + + + +IMPAIRMENT +OF NON-FINANCIAL ASSETS + + + +Property, +plant and equipment, and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these +assets may be impaired. + + + +For +the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) +is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from +other assets. If this is the case, the recoverable amount is determined for the Cash Generating units ("CGU") to which the +asset belongs. + + + +If +the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) +is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment +loss in profit or loss. + + + +An +impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset s +recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable +amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization +or depreciation) had no impairment loss been recognized for the asset in prior years. + + + +A +reversal of impairment loss for an asset other than goodwill is recognized in profit or loss. + + + + F-19 + + + + + + + +TRADE +AND OTHER PAYABLES + + + +Trade +and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. +They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business +if longer). Otherwise, they are presented as non-current liabilities. + + + +Trade +and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. + + + +BANK +BORROWINGS + + + +Borrowings +are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the +balance sheet date, in which case they are presented as non-current liabilities. + + + + + (a) + Borrowings + - Borrowings are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any + difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period + of the borrowings using the effective interest method. + + + + + + + (b) + Borrowing + costs - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are + assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those + assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary + investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for + capitalization. + + + + +All +other borrowing costs are recognized in profit or loss in the period in which they are incurred. + + + + F-20 + + + + + + + +LEASES + + + +When +the Group is the lessee + + + +At +the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys +the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required +when the terms and conditions of the contract are changed. + + + + + + + Right-of-use + assets + + + + +The +Group recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets +are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the +commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been +obtained are added to the carrying amount of the right- of-use assets. + + + +The +right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of +the useful life of the right-of-use asset or the end of the lease term. + + + + + + + Lease + liabilities + + + + +The +initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in +the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing +rate. + + + +Lease +payments include the following: + + + + + - + Fixed + payment (including in-substance fixed payments), less any lease incentives receivables; + + + + + + + - + Variable + lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date; + + + + + + + - + Amount + expected to be payable under residual value guarantees; + + + + + + + - + The + exercise price of a purchase option if is reasonably certain to exercise the option; and + + + + + + + - + Payment + of penalties for terminating the lease, if the lease term reflects the Group exercising that option. + + + + +For +contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis +of the relative stand-alone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component +for property leases and account these as one single lease component. + + + + F-21 + + + + + + + +Lease +liability is measured at amortized cost using the effective interest method. Lease liability shall be remeasured when: + + + + + - + There + is a change in future lease payments arising from changes in an index or rate; + + + + + + - + There + is a change in the Group s assessment of whether it will exercise an extension option; or + + + + + + - + There + is modification in the scope or the consideration of the lease that was not part of the original term. + + + + +Lease +liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying +amount of the right-of-use asset has been reduced to zero. + + + + + + + Short-term + and low-value leases + + + + +The +Group has elected to not recognized right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months +or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis +over the lease term. + + + + + + + Variable + lease payments + + + + +Variable +lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease +liability. The Group shall recognize those lease payments in profit or loss in the periods that triggered those lease payments. + + + + F-22 + + + + + + + +EMPLOYEE +BENEFITS + + + +Employee +benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset. + + + + + + (a) + Defined + contribution plans + + + + +Defined +contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the +Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions +have been paid. + + + + + + (b) + Employee + leave entitlement + + + + +Employee +entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual +leave as a result of services rendered by employees up to the balance sheet date. + + + +PROVISIONS + + + +Provisions +are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group +will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. + + + +The +amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the +reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the +cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. + + + +When +some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is +recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured +reliably. + + + +FINANCIAL +GUARANTEE CONTRACTS + + + +The +Company has issued corporate guarantees to bank for banking facilities granted by them to a subsidiary and this guarantee qualify as +financial guarantees because the Company is required to reimburse the banks if this subsidiary breach any repayment terms. + + + +Financial +guarantee contract liabilities are measured initially at their fair values plus transaction costs and subsequently at the higher of the +amount of the loss allowance and the amount initially recognized less cumulative amortization in accordance with IFRS15 previously. + + + + F-23 + + + + + + + +REVENUE +RECOGNITION + + + +Revenue +is recognized when the Company satisfies its performance obligations by transferring control of promised products or services to its +customers at a point in time. Control is transferred when the customer obtains the ability to direct the use of and obtain substantially +all of the remaining benefits from the products or services. The amount of revenue recognized is the amount of consideration to which +the Company expects to be entitled, including estimation of sale terms that may create variability in the consideration. Revenue is recognized +at the point-in-time of the transfer goods. Receipt of payments occurs concurrent with the transfer of control of asset to the customer. +Revenue subject to variability is constrained to an amount which will not result in a significant reversal in future periods when the +contingency that creates variability is resolved. Trade discounts, rebates and other similar items are deducted in determining the revenue +of the Company. + + + + + + (i) + Physical + retail revenue + + + + +Retail +store and concession shop-in-shop revenues are recognized at the point-of-sale, when the transfer of control of the products take place +in the retail store. + + + + + + (ii) + E-commerce + revenue + + + + +Digital +revenue from sales of products ordered through the Company s e-commerce sites is recognized upon delivery and receipt (transfer +of control) of the shipment by its customers and includes shipping and handling charges paid by customers. Retail and digital revenues +are recorded net of estimated liabilities, which are estimated by developing an expected value based on historical experience. Payment +is due at the point of sale. + + + +GOVERNMENT +GRANTS AND SUBSIDIES + + + +Grants +from the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received +and the Group will comply with all the attached conditions. + + + +Government +grants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to +compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income. + + + +Grants +related to assets are presented as deferred income under trade and other payables. + + + +CASH +AND CASH EQUIVALENTS + + + +For +the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with +financial institutions which are subject to an insignificant risk of change in value. + + + +Pledged +deposits are for a tenure of 1 to 12 months which have been pledged to banks to secure bank overdraft facilities. + + + +SHARE +CAPITAL + + + +Ordinary +shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against +the share capital account. + + + + F-24 + + + + + + + +INCOME +TAX + + + +Current +income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using +the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates +positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers +whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based +on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. + + + +Deferred +income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts +in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability +in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. + + + +A +deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, +except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary +difference will not reverse in the foreseeable future. + + + +A +deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which +the deductible temporary differences and tax losses can be utilized. + + + +Deferred +income tax is measured: + + + + + (i) + at + the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability + is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and + + + + + + (ii) + based + on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle + the carrying amounts of its assets and liabilities except for investment property. Investment property measured at fair value is + presumed to be recovered entirely through sale. + + + + + F-25 + + + + + + + +Current +and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business +combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against +goodwill on acquisition. + + + +The +Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits +where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be +available against which the unused tax credits can be utilized. + + + +FOREIGN +CURRENCY TRANSACTIONS + + + + + + (a) + Functional + and presentation currency + + + + +Items +included in the unaudited interim condensed consolidated financial statements of each entity in the Group are measured using the currency +of the primary economic environment in which the entity operates ("functional currency"). The unaudited interim condensed +consolidated financial statements are presented in Ringgit Malaysia ("RM"), which is the functional currency of the Group +and the Company. + + + +The +value of foreign currencies including, the United States dollar ("USD"), may fluctuate against the RM. Any significant variations +of the aforementioned currency relative to the RM may materially affect the Company s financial condition in terms of reporting +in RM. The following table outlines the currency exchange rates that were used in preparing the accompanying unaudited interim condensed +consolidated financial statements: + + + + + + September 30, + + + + 2023 + 2024 + + + RM to USD Year End + 0.2130 + 0.2414 + + + RM to USD Average Rate + 0.2177 + 0.2260 + + + + + + F-26 + + + + + + + + + + (b) + Transactions + and balances + + + + +Transactions +in a currency other than the functional currency ("foreign currency") are translated into the functional currency using the +exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and +from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date +are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets +and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings +in foreign currencies and net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency +translation reserve. + + + +When +a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate +share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal. + + + +Non-monetary +items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. + + + + + + (c) + Translation + of Group entities financial statements + + + + +The +results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a +functional currency different from the presentation currency are translated into the presentation currency as follows: + + + + + + (i) + assets + and liabilities are translated at the closing exchange rates at the reporting date; + + + + + + + (ii) + income + and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect + of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the + dates of the transactions); and + + + + + + + (iii) + all + resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation + reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control + of the foreign operation. + + + + +Fair +value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and +translated at the closing rates at the reporting date. + + + +RELATED +PARTIES + + + + + (a) + A + person, or a close member of that person s family, is related to the group if that person: + + + + + + (i) + has + control or joint control over the group; + + + (ii) + has + significant influence over the group; or + + + (iii) + is + a member of the key management personnel of the group or the group s parent. + + + + + + (b) + An + entity is related to the group if any of the following conditions applies: + + + + + + (i) + The + entity and the group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to + the others). + + + (ii) + One + entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the + other entity is a member). + + + (iii) + Both + entities are joint ventures of the same third party. + + + (iv) + One + entity is a joint venture of a third entity and the other entity is an associate of the third entity. + + + (v) + The + entity is a post-employment benefit plan for the benefit of employees of either the group or an entity related to the group. + + + (vi) + The + entity is controlled or jointly controlled by a person identified in (a). + + + (vii) + A + person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity + (or of a parent of the entity). + + + (viii) + The + entity, or any member of a group of which it is a part, provides key management personnel services to the group or to the group s + parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that + person in their dealings with the entity. + + + + + F-27 + + + + + + + +LOSS +PER SHARE + + + +The +Group presents basic and diluted loss per share data for its ordinary shares. Basic loss per share is calculated by dividing the profit +or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the +year, adjusted for own shares held, if any. Diluted (loss)/earnings per share is determined by adjusting the profit or loss attributable +to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the +effects of all dilutive potential ordinary shares. + + + +SEGMENT +REPORTING + + + +Operating +segments, and the amounts of each segment item reported in the unaudited interim condensed financial statements, are identified from +the financial information provided regularly to the group s most senior executive management for the purposes of allocating resources +to, and assessing the performance of, the group s various lines of business and geographical locations. + + + +Individually +material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics +and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, +the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments +which are not individually material may be aggregated if they share a majority of these criteria. + + + +RESERVES + + + +(i) +Merger reserve + + + +Merger +reserve represents the differences between the consideration paid, if any, and the issued and fully paid-up share capital of subsidiaries +acquired under common control that are accounted for by applying the "pooling-of-interest" method. + + + +(ii) +Capital reserve + + + +The +capital reserve represents effects of any revaluation increase arising on revaluation of headquarter and directors freehold land +and buildings. + + + +(iii) +Translation reserve + + + +Translation +reserve represent the foreign currency translation difference arising from the translation of the financial statements of companies within +the Group from their functional currency to the Group s presentation currency. + + + +(iv) +Accumulated losses + + + +Accumulated +losses comprise the cumulative net losses recognized in the Group s consolidated statements of profit or loss. + + + +GOING +CONCERN + + + +During the periods ended September 30, 2023 and, 2024, the Group generated losses for the period amounting to approximately +RM0.78 million (approximately US$0.17 million) and RM2.75 million (approximately US$0.66 million), respectively. In addition, the Group s +current liabilities exceeded its current assets by approximately RM16.27 million (approximately US$3.44 million) and RM17.62 million (approximately +US$4.25 million) for the year/period ended March 31, 2024 and September 30, 2024, respectively. These circumstances raise substantial +doubt regarding the Group ability to continue as going concern. + + + +Management s plan to address +this going concern is to obtain financing in the form issuances of rights, ordinary shares, or loan to raise cash and working capital +for the Group. Management may also contribute their own time at less than market rates for the services. The Group also endeavors to +list its ordinary shares on national stock exchange in the United States and concurrently sell ordinary shares, which management believes +will provide adequate financial resources for the management to continue to expand their operations. + + + +Management +may not be successful in raising additional funds via the means described above. These consolidated financial statements have been prepared +on a going concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis +was not employed. + + + + F-28 + + + + + + + + + 3 + CRITICAL + ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY + + + + +In +the application of the Group s accounting policies, which are described in Note 2 to the unaudited interim condensed financial +statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities +that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other +factors that are considered to be relevant. Actual results may differ from these estimates. + + + +The +estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period +in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods. + + + +Critical +judgements in applying the Group s accounting policies + + + +There +are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying +the Group s accounting policy and that has the most significant effect on the amounts recognized in the financial statements. + + + +Key +sources of estimation uncertainty + + + +The +key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a +significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are +disclosed below: + + + + + (a) + Impairment + assessment for property, plant, and equipment (Note 4) and right-of-use assets (Note 5) + + + + +Property, +plant and equipment and right-of-use assets are tested for impairment when there is any objective evidence or indication that these assets +may be impaired. Impairment exists when the carrying value of an asset or cash-generating unit ("CGU") exceeds its recoverable +amount. + + + +The +recoverable amounts of property, plant and equipment and right-of-use assets have been determined based on higher of the fair value less +costs to sell or value-in use ("VIU") calculations. If the carrying amounts exceed the recoverable amounts, an impairment +is recognized to profit or loss for the differences. + + + +Property, +plant and equipment mainly consist of freehold land and buildings. Management has assessed that there were no objective evidence or indication +that the carrying amounts of the Group s property, plant and equipment may not be recoverable as at the end of reporting date. +Accordingly, impairment assessment is not required. + + + + + (b) + Allowance + for inventory obsolescence (Note 6) + + + + +Management +focused on the risk that the carrying amount of inventories may not be stated at the lower of cost and net realizable value, the determination +of which requires the management to exercise significant judgement in estimating the net realizable value of the inventories. + + + +In +estimating the net realizable value of inventories, management considers the inventories ageing, fashion pattern, current economic +conditions, market demand, expectation of future prices and changes in customer preference of the respective inventories. + + + + F-29 + + + + + + + + + 4 + PROPERTY, + PLANT AND EQUIPMENT + + + + + + + At revaluation + At cost + + + + Headquarter freehold land and buildings + Other freehold land and buildings + Office equipment + Furniture and fittings + Display Mannequin + Computer and software + Motor vehicles + Renovation + Others + Total + + + + RM + RM + RM + RM + RM + RM + RM + RM + RM + RM + + + At Revaluation / Cost + + + + + + + + + + + + + At April 1, 2023 and at March 31, 2023 + 12,800,000 + 1,250,000 + 1,307,734 + 5,993,738 + 358,827 + 341,302 + 1,231,429 + 9,065,102 + 454,004 + 32,802,136 + + + Addition + - + - + 46,595 + 614,770 + 976 + 41,297 + - + 781,324 + 55,776 + 1,540,738 + + + Elimination of accumulated depreciation on revaluation + - + (50,000) + - + - + - + - + - + - + - + (50,000) + + + Revaluation + - + 50,000 + - + - + - + - + - + - + - + 50,000 + + + Written off + - + - + (42,090) + (186,660) + - + - + - + (746,434) + - + (975,184) + + + Currency realignment + - + - + 1,231 + - + - + 1,266 + - + 63,110 + 75 + 65,682 + + + At March 31, 2024 + 12,800,000 + 1,250,000 + 1,313,470 + 6,421,848 + 359,803 + 383,865 + 1,231,429 + 9,163,102 + 509,855 + 33,433,372 + + + Addition + - + - + 9,190 + 8,756 + - + 9,580 + - + 4,088 + - + 31,614 + + + Currency realignment + - + - + (1,884) + - + - + (1,938) + - + (71,560) + (439) + (75,821) + + + At September 30, 2024 + 12,800,000 + 1,250,000 + 1,320,776 + 6,430,604 + 359,803 + 391,507 + 1,231,429 + 9,095,630 + 509,416 + 33,389,165 + + + + + + + + + + + + + + + + Accumulated depreciation: + + + + + + + + + + + + + At April 1, 2023 and at March 31, 2023 + - + 37,500 + 1,036,190 + 3,607,035 + 255,653 + 203,066 + 657,225 + 5,939,131 + 246,195 + 11,981,995 + + + Addition + 97,900 + 12,500 + 71,549 + 525,504 + 30,084 + 34,631 + 111,991 + 762,996 + 33,576 + 1,680,731 + + + Written off + - + - + (17,713) + (74,630) + - + - + - + (515,523) + - + (607,866) + + + Revaluation + - + (50,000) + - + - + - + - + - + - + - + (50,000) + + + Currency realignment + - + - + 1,031 + - + - + 1,266 + - + 45,227 + 8 + 47,532 + + + At March 31, 2024 + 97,900 + - + 1,091,057 + 4,057,909 + 285,737 + 238,963 + 769,216 + 6,231,831 + 279,779 + 13,052,392 + + + Addition + 48,950 + 4,600 + 28,653 + 240,267 + 12,944 + 17,753 + 53,054 + 325,699 + 16,819 + 748,739 + + + Currency realignment + - + - + (1,612) + - + - + (1,938) + - + (49,031) + (42) + (52,623) + + + At September 30, 2024 + 146,850 + 4,600 + 1,118,098 + 4,298,176 + 298,681 + 254,778 + 822,270 + 6,508,499 + 296,556 + 13,748,508 + + + + + + + + + + + + + + + + Carrying amount: + + + + + + + + + + + + + At March 31, 2024 + 12,702,100 + 1,250,000 + 222,413 + 2,363,939 + 74,066 + 144,902 + 462,213 + 2,931,271 + 230,076 + 20,380,980 + + + At September 30, 2024 + 12,653,150 + 1,245,400 + 202,678 + 2,132,428 + 61,122 + 136,729 + 409,159 + 2,587,131 + 212,860 + 19,640,657 + + + At March 31, 2024 (USD) + 3,054,546 + 300,647 + 48,928 + 514,780 + 14,755 + 33,007 + 98,773 + 624,549 + 51,386 + 4,741,371 + + + + + + F-30 + + + + + + + +Included +in the addition of property, plant and equipment is also the provision for reinstatement cost amounting to RM Nil (March 31, 2024: RM46,173) +recognized during the year. As a results, the cash outflow on acquisition of property, plant and equipment amounting to RM31,614 (March +31, 2024: RM1,494,565) as disclosed in the consolidated statements of cash flows. + + + +Motor +vehicles acquired under finance leasing arrangements were disclosed in Note 11 to the consolidated financial statements within lease +liabilities. + + + +As +of September 30, 2024, bank borrowings amounting to approximately RM8,400,000 (March 31, 2024: RM8,880,000) is secured by the headquarter +and other freehold lands and buildings of the Group with carrying amount amounting to RM13,898,550 (March 31, 2024: RM13,952,100). + + + +In +the previous financial year, the fair value of the above headquarter and other freehold lands and buildings the Company is determined +based on a valuation performed on by independent appraisers who hold a recognized and relevant professional qualification. The valuation +was based on the comparison approach and cross-checked by direct comparisons with transactions of comparable properties within the vicinity +and elsewhere. + + + +As +of September 30, 2024, other freehold land and buildings with carrying amount amounting to RM1,245,400 (March 31, 2024: RM1,250,000) +were held in trust by directors of the Company. + + + + F-31 + + + + + + + +Amounts +recognized in profit or loss + + + +Depreciation +of property, plant and equipment of the Company are charged to profit or loss and presented as follows: + + + + + + March 31, + + 2024 + + September + 30, + + 2024 + + + + + RM + RM + + + + + + + + Depreciation of property, plant and equipment + 1,680,731 + 748,739 + + + Less: Depreciation of right-of-use assets classified within property, plant and equipment (Note + 5) + (69,165) + (34,583) + + + + 1,611,566 + 714,156 + + + + + + + 5 + RIGHT-OF-USE + ASSETS + + + + + + + Presented in + + consolidated + + statements of + + financial positions + Classified within + + property, plant + + and equipment + + + + March 31, 2024 + Retail outlets + Motor vehicles + Total + + + Cost: + RM + RM + RM + + + At April 1, 2023 and at March 31, 2023 + 16,257,434 + 691,655 + 16,949,089 + + + Addition + 5,506,443 + - + 5,506,443 + + + Derecognition upon maturity of lease terms + (4,235,423) + - + (4,235,423) + + + Currency realignment + 166,721 + - + 166,721 + + + At March 31, 2024 + 17,695,175 + 691,655 + 18,386,830 + + + + + + + + + Accumulated depreciation: + + + + + + At April 1, 2023 and at March 31, 2023 + 6,082,062 + 217,932 + 6,299,994 + + + Addition + 6,922,371 + 69,165 + 6,991,536 + + + Derecognition upon maturity of lease terms + (4,235,423) + - + (4,235,423) + + + Currency realignment + 101,412 + - + 101,412 + + + At March 31, 2024 + 8,870,422 + 287,097 + 9,157,519 + + + + + + + + + Carrying amount: + + + + + + At March 31, 2024 + 8,824,753 + 404,558 + 9,229,311 + + + + + + F-32 + + + + + + + + + + Presented in + + consolidated + + statements of + + financial positions + Classified within + + property, plant + + and equipment + + + + September 30, 2024 + Retail outlets + Motor vehicles + Total + + + Cost: + RM + RM + RM + + + At April 1, 2024 and at March 31, 2024 + 17,695,175 + 691,655 + 18,386,830 + + + Addition + 2,439,081 + - + 2,439,081 + + + Derecognition upon maturity of lease terms + (1,703,273) + - + (1,703,273) + + + Currency realignment + (145,351) + - + (145,351) + + + At September 30, 2024 + 18,285,632 + 691,655 + 18,977,287 + + + + + + + + + Accumulated depreciation: + + + + + + At April 1, 2024 and at March 31, 2024 + 8,870,422 + 287,097 + 9,157,519 + + + Addition + 3,308,484 + 34,583 + 3,343,067 + + + Derecognition upon maturity of lease terms + (1,703,273) + - + (1,703,273) + + + Currency realignment + (84,468) + - + (84,468) + + + At September 30, 2024 + 10,391,165 + 321,680 + 10,712,845 + + + + + + + + + Carrying amount: + + + + + + At September 30, 2024 + 7,894,467 + 369,975 + 8,264,442 + + + + + +During +the period, the Company capitalized the lease contracts with an aggregate cost of RM2,439,081 (March 31, 2024: RM5,506,443). + + + + F-33 + + + + + + + + + 6 + INVENTORIES + + + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + + RM + RM + USD + + + + + + + + + Trading stock, at cost + 10,052,025 + 7,783,322 + 1,878,940 + + + Less: Allowance for inventory obsolescence + (494,695) + (198,825) + (47,998) + + + + + + + + + + 9,557,330 + 7,584,497 + 1,830,942 + + + + + + + + + The movement in allowance for inventory obsolescence was as follow: + + + + + + At the beginning of year/period + (726,352) + (494,695) + (119,422) + + + Reversal for inventory obsolescence, net + 231,684 + 295,706 + 71,385 + + + Currency realignment + (27) + 164 + 39 + + + At the end of year/period + (494,695) + (198,825) + (47,998) + + + + + +The +cost of inventories recognized as an expense and included in "cost of sales" line item in profit or loss amounting to RM10,081,593(September +30, 2023: RM10,213,468). + + + +The +Group carried out a review of the realizable value of its inventories and the review led to the reversal for inventories obsolescence +of RM295,706 (March 31, 2024: RM231,684) recognized in profit or loss. The reversal for inventory obsolescence is included in "cost +of sales" line item in profit or loss. + + + +Taking +into account factors impacting the inventory provisioning including trading assumptions being 5% higher or lower than expected, this +would result a potential outcome in an increase or decrease of the allowance for inventory obsolescence amounting to approximately RM379,000 +(March 31, 2024: RM478,000) in profit or loss. + + + + + 7 + OTHER + RECEIVABLES + + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + + RM + RM + USD + + + + + + + + + Current + + + + + + Refundable deposits + 1,646,168 + 2,745,241 + 662,717 + + + Prepayments + 129,184 + 103,584 + 25,006 + + + Sundry receivables + 121,699 + 122,921 + 29,675 + + + Deferred Initial Public Offering expenses + 4,671,107 + 4,727,933 + 1,141,351 + + + Advance to third parties suppliers + 1,490,064 + 579,259 + 139,837 + + + Total current + 8,058,222 + 8,278,938 + 1,998,586 + + + + + + + + + Non-current + + + + + + Refundable deposits + 2,504,136 + 1,315,808 + 317,644 + + + Total non-current + 2,504,136 + 1,315,808 + 317,644 + + + Total + 10,562,358 + 9,594,746 + 2,316,230 + + + + + + F-34 + + + + + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 344,784 + 320,160 + + + + + + + 8 + CASH + AND CASH EQUIVALENTS + + + + +For +the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise the following: + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + + RM + RM + USD + + + Cash in banks and on hand + 1,119,887 + 289,524 + 69,893 + + + Fixed deposits + 776,552 + 1,089,052 + 262,904 + + + + 1,896,439 + 1,378,576 + 332,797 + + + Less: restricted cash - pledged fixed deposits + (776,552) + (1,089,052) + (262,904) + + + Total + 1,119,887 + 289,524 + 69,893 + + + + + +Fixed +deposits will mature within 1 to 12 months (March 31, 2024: 1 to 12 months) from the year end and the effective interest rate on the +fixed deposits ranging between 1.85% and 2.70% (March 31, 2024: 1.85% and 2.70%) per annum. + + + +The +restricted cash which has restriction in use and its movement mainly pertain to the additional collaterals secured for the bank facilities +as disclosed in the note 10 to the consolidated financial. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + March 31, + + 2024 + September 30, + + 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 78,381 + 56,713 + + + + + + F-35 + + + + + + + + + 9 + TRADE + AND OTHER PAYABLES + + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + + RM + RM + USD + + + Trade payables + 8,768,658 + 8,982,885 + 2,168,522 + + + Accrued payroll expenses + 1,823,804 + 1,663,410 + 401,557 + + + Accrued operating expenses + 1,971,602 + 2,016,300 + 486,747 + + + Payables for purchase of property, plant and equipment + 1,226,749 + 1,173,104 + 283,194 + + + Sundry payables + 510,906 + 660,085 + 159,348 + + + Utilities payables + 2,992,929 + 2,408,678 + 581,469 + + + Amounts due to directors + 1,828,491 + 2,180,659 + 526,424 + + + Goods and services tax payable + 9,273 + 4,266 + 1,030 + + + Provision of reinstatement costs + 411,981 + 399,901 + 96,538 + + + Provision of litigation claim + 150,000 + 86,666 + 20,922 + + + Total + 19,694,393 + 19,575,954 + 4,725,751 + + + + + + + + + Provision of reinstatement costs: + + + + + + At the beginning of year/period + 400,673 + 411,981 + 99,455 + + + Provision recognized during the year/period + 46,173 + - + - + + + Reversal + (43,992) + - + - + + + Currency realignment + 9,127 + (12,080) + (2,917) + + + At the end of year/period + 411,981 + 399,901 + 96,538 + + + + + + + + + Provision of litigation claim: + + + + + + At the beginning of year/period + 150,000 + 150,000 + 31,749 + + + Reversal based on subsequent settlements (Note 17) + - + (63,334) + (10,827) + + + At the end of year/period + 150,000 + 86,666 + 20,922 + + + + + +Trade +payables are unsecured, non-interest bearing and generally on 7 to 60 (March 31, 2024: 7 to 60) days credit terms. + + + +Amounts +due to directors, sundry and utilities payables are non-trade in nature, unsecured, interest-free, and repayable on demand. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 359,596 + 503,958 + + + United States dollar + 2,957,789 + 3,104,719 + + + Hong Kong dollar + 4,565 + 4,565 + + + + + + F-36 + + + + + + + + + 10 + BORROWINGS + + + + + + + March 31, + 2024 + September 30, + 2024 + September 30, + 2024 + + + Current + RM + RM + USD + + + - Lease liabilities + + + + + + i) Operating leases + 5,843,346 + 5,287,400 + 1,276,410 + + + ii) Finance leases + 85,776 + 87,690 + 21,169 + + + + 5,929,122 + 5,375,090 + 1,297,579 + + + - Bank borrowings + 2,253,355 + 2,181,536 + 526,636 + + + - Other bank borrowings + 7,374,097 + 7,191,728 + 1,736,126 + + + + 15,556,574 + 14,748,354 + 3,560,341 + + + + + + + + + Non-current + + + + + + - Lease liabilities + + + + + + i) Operating leases + 3,381,787 + 2,949,518 + 712,031 + + + ii) Finance leases + 256,751 + 212,427 + 51,281 + + + + 3,638,538 + 3,161,945 + 763,312 + + + - Bank borrowings + 10,081,595 + 9,047,097 + 2,184,023 + + + + 13,720,133 + 12,209,042 + 2,947,335 + + + Total borrowings + 29,276,707 + 26,957,396 + 6,507,676 + + + + + + + + + Represented by: + + + + + + - Lease liabilities + + + + + + i) Operating leases + 9,225,133 + 8,236,918 + 1,988,441 + + + ii) Finance leases + 342,527 + 300,117 + 72,450 + + + + 9,567,660 + 8,537,035 + 2,060,891 + + + - Bank borrowings + 12,334,950 + 11,228,633 + 2,710,659 + + + - Other bank borrowings + 7,374,097 + 7,191,728 + 1,736,126 + + + + 29,276,707 + 26,957,396 + 6,507,676 + + + + + + F-37 + + + + + + + + + + (A) + Leases + + + + +The +Company has lease contracts for retail outlets and motor vehicles. The Company s obligations under these finance leases are secured +by the lessors title to the leased assets. There are several lease contracts that include extension options which are further +discussed below. + + + +The +Company also has certain leases of retail outlets and office equipments with lease terms of 12 months and low-value leases. The Company +applies the "short-term lease" recognition exemptions for these leases. + + + +Lease +liabilities + + + +The +carrying amounts of lease liabilities and the movements during the year are disclosed elsewhere in the financial statements and the maturity +analysis of lease liabilities is disclosed in Note 26(c)(v) to the consolidated financial statements. + + + +Amounts +recognized in profit or loss + + + + + + September 30, 2023 + September 30, 2024 + September 30, + 2024 + + + + RM + RM + USD + + + Depreciation of right-of-use assets (Note 5) + 3,683,719 + 3,343,067 + 807,036 + + + Interest expense on lease liabilities (Note 20) + 374,009 + 286,464 + 69,154 + + + Lease expense not capitalized in lease liabilities: + + + + + + - Expenses relating to short-term and low value leases (Note 18) + 2,293,077 + 2,176,574 + 525,438 + + + Total amount recognized in profit or loss + 6,350,805 + 5,806,105 + 1,401,628 + + + + + +Total +cash outflows + + + +The +Company had total cash outflows for leases of RM5,869,689 (September 30, 2023: RM6,030,616). + + + + + + (B) + Bank + borrowings: + + + + + + + March 31, 2024 + September 30, 2024 + September 30, + 2024 + + + Current + RM + RM + USD + + + - Term loan I + 372,074 + 288,407 + 69,623 + + + - Term loan II + 32,258 + 18,977 + 4,581 + + + - Term loan III + 80,713 + 18,797 + 4,538 + + + - Term loan IV + 334,231 + 351,446 + 84,841 + + + - Term loan V + 15,164 + 16,001 + 3,863 + + + - Term loan VI + 231,464 + 233,961 + 56,480 + + + - Term loan VII + 269,640 + 278,222 + 67,164 + + + - Term loan VIII + 218,241 + 247,875 + 59,838 + + + - Term loan IX + 96,138 + 99,493 + 24,018 + + + - Term loan X + 603,432 + 628,357 + 151,690 + + + + + + + + + + 2,253,355 + 2,181,536 + 526,636 + + + Non-current + + + + + + - Term loan I + 65,406 + - + - + + + - Term loan IV + 7,545,090 + 7,326,197 + 1,768,588 + + + - Term loan V + 203,136 + 194,331 + 46,913 + + + - Term loan VI + 117,202 + - + - + + + - Term loan VII + 164,511 + 23,778 + 5,740 + + + - Term loan VIII + 258,061 + 144,280 + 34,830 + + + - Term loan IX + 298,701 + 249,247 + 60,170 + + + - Term loan X + 1,429,488 + 1,109,264 + 267,782 + + + + + + + + + + 10,081,595 + 9,047,097 + 2,184,023 + + + Total bank borrowings + 12,334,950 + 11,228,633 + 2,710,659 + + + + + + F-38 + + + + + + + + + + Term + loan I: + + + The + Company entered into a banking facility amounting to RM1,500,000 on April 2, 2019, with an + effective interest rate of 13% per annum and repayable over 60 months in equal monthly instalments + of RM34,130. + + + + This + is a collateral-free business financing by the bank which is guaranteed by Syarikat Jaminan Pembiayaan Perniagaan under the Working + Capital Guarantee Scheme. + + + + + + + Term + loan II: + + The + Company entered into a banking facility amounting to RM112,000 on August 19, 2019, with effective interest rate of 2% per annum and + repayable over 54 months in equal monthly instalments of RM2,334. + + + + +The +term loan including bank overdraft amounting to RM488,364 (March 31, 2024 : RM409,956) were secured by : + + + + + + a) + fixed + deposits pledged as disclosed in note 8 to the consolidated financial statements; + + + + + + + + + b) + a + guarantee cover up to RM2,179,000 on principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan + Berhad; + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,112,000; and + + + + + + + + + d) + freehold + land and buildings as disclosed in note 4 to the consolidated financial statements. + + + + + + + + + (Collectively + known as "Term Loan General Collaterals") + + + + + + + Term + loan III: + + The + Company entered into a banking facility amounting to approximately RM630,000 (equivalent + to SGD150,000) on September 20, 2019, with effective interest rate of 6.25% per annum and + repayable over 60 months in equal monthly instalments of RM2,918. + + + + The + term loan is secured by joint and several personal guarantee amounting to a total of approximately RM630,000 (equivalent to SGD150,000) + from Pwa Chong Chin and immediate family member of certain directors. + + + + + F-39 + + + + + + + + + + Term + loan IV: + + The + Company entered into a banking facility amounting to RM8,500,000 on January 14, 2019, with + effective interest rate of Base Lending Rate ("BLR") less 1.5% per annum and + repayable over 240 months in equal monthly instalments of RM73,336. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + + Term + loan V: + + The + Company entered into a banking facility amounting to RM247,770 on January 14, 2019, with + effective interest rate of BLR plus 0.5% per annum and repayable over 180 months in equal + monthly instalments of RM2,286. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + + Term + loan VI: + + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of 3.5% per annum and repayable over 60 months in equal monthly instalments + of RM18,798. + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM800,000 by Credit guarantee Corporation Malaysia Berhad; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term + loan VII: + + The + Company entered into a banking facility amounting to RM999,000 on September 11, 2020, with + effective interest rate of BLR% per annum and repayable over 60 months in equal monthly instalments + of RM19,045. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan VIII: + + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of BLR plus 1% per annum and repayable over 60 months in equal monthly + instalments of RM19,660. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM1,000,000 by one of its subsidiaries; + + + + + + + + + b) + a + guarantee cover up to 80% of principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan Berhad; + and + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + F-40 + + + + + + + + + + Term + loan IX: + + The + Company entered into a banking facility amounting to RM500,000 on December 1, 2022, with + effective interest rate of BLR plus 1.25% per annum and repayable over 60 months in equal + monthly instalments of RM10,000. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM2,079,470 by one of its subsidiaries; and + + + + + + + + + b) + a + guarantee cover up to RM1,600,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + c) + A + Business Loan Level Term Assurance for the sum insured of RM1,579,470 to cover life of Pwa + Chong Chin; and + + + + + + d) + A + Sinking fund of RM750,000 to be built up the way of monthly fixed deposits of 60 placements + of RM12,500 each together with interest accrued thereon commencing from 13th month + after first drawdown; and + + + + + + e) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM2,079,470. + + + + + + + Term + loan X: + + The + Company entered into a banking facility amounting to RM3,000,000 on February 28, 2022, with effective interest rate of BLR plus 1.55% + per annum and repayable over 60 months in equal monthly instalments of RM59,361. + + + + + + + + + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM2,400,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,000,000. + + + + +The +term loans repayable after one year which are classified as current liabilities that are subject to repayment on demand clauses are not +expected to be settled within one year. + + + +The +Company is up to date with the scheduled repayments of the term loans and does not consider it probable that the banks will exercise +its discretion to demand repayment for so long as the Company continues to meet the requirements. Further details of the Company s +management of liquidity risk are set out in Note 26(c)(v) to the consolidated financial statements. + + + + F-41 + + + + + + + + + + (C) + Other + bank borrowings: + + + + +The +other bank borrowings consist of bank overdrafts, banker acceptances and trust receipts. + + + + + + March 31, 2024 + September 30, 2024 + September 30, + 2024 + + + + RM + RM + USD + + + + + + + + + Bank overdrafts + 2,096,487 + 2,193,118 + 529,432 + + + Banker acceptances + 2,799,000 + 2,501,000 + 603,756 + + + Trust receipts + 2,478,610 + 2,497,610 + 602,938 + + + + 7,374,097 + 7,191,728 + 1,736,126 + + + + + +Bank +overdrafts amounting to RM2,193,118 (March 31, 2024: RM2,096,487) are repayable on demand. It bears interest between 1.25% and 1.75% +(March 31, 2024: 1.25% and 1.75%) over BLR per annum. + + + +Banker +acceptances amounting to RM2,501,000 (March 31, 2024: RM2,799,000) are repayable on demand with a maximum tenor of up to 150 days (March +31, 2024: 150 days). It bears interest between 5.95 and 6.31 (March 31, 2024: 5.95%; 2022: 6.31%) per annum. + + + +Trust +receipts amounting to RM2,497,610 (March 31, 2024: RM2,478,610) are repayable on demand with a maximum tenor of up to 120 days (March +31, 2024: 120 days). It bears interest between 5.11% and 5.14% (March 31, 2024: 5.13% and 5.38%) per annum. + + + +The +other bank borrowings were secured by the Term Loan General Collaterals. + + + +The +exposure of the borrowing of the Group to interest rate changes and the contractual repayment dates at the balance sheet date are as +follows: + + + + + + March 31, 2024 + September 30, 2024 + September 30, + 2024 + + + + RM + RM + USD + + + + + + + + + Less than 1 year or on demand + 15,556,574 + 14,748,354 + 3,560,341 + + + Between 1 and 2 years + 5,010,414 + 3,831,572 + 924,964 + + + Between 2 and 5 years + 2,570,646 + 2,522,719 + 608,999 + + + Over 5 years + 6,139,073 + 5,854,751 + 1,413,372 + + + Total + 29,276,707 + 26,957,396 + 6,507,676 + + + + + +As +of September 30, 2024, the Company has undrawn committed banking facilities of approximately RM1.03 million (March 31, 2024: RM1.00 million) +in respect of which all conditions precedent had been met. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Singapore dollar + 659,487 + 1,050,914 + + + + + + F-42 + + + + + + + + + 11 + SHARE + CAPITAL + + + + + + + March 31, 2024 + September 30, 2024 + + + + Numbers + Numbers + + + Authorize share capital: + + + + + At beginning of financial year/period + 10,740,000 + 10,100,000 + + + Deemed effects to owners pursuant to the Reorganization Exercise + (640,000) + - + + + At end of financial year/period + 10,100,000 + 10,100,000 + + + + + + + + March 31, 2024 + September 30, 2024 + September 30, + 2024 + + + + RM + RM + USD + + + Paid up capital: + + + + + + At beginning of the year/period + 3,657,096 + 47,266 + 11,410 + + + Deemed effects to owners pursuant to the Reorganization Exercise + (3,609,830) + - + - + + + At end of the year/period + 47,266 + 47,266 + 11,410 + + + + + +The +holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary +shares have no par value and carry one vote per share without restriction. + + + +As +a result of the reorganization events ("Reorganization Exercise") disclosed in note 1 to the consolidated financial statements +and for the purposes of comparative value in calculating the Group s (loss)/earnings per share, the Group has assumed that 10,090,000 +shares were outstanding from the beginning of the first reporting period presented as would be included in the denominator of the (loss)/earnings +per share calculation and movements in the number of shares respectively. + + + +For +the Group s comparative figures, the beginning balance of the share capital of the Group for the financial year ended March 31, +2024 represent the aggregated value of the issued and fully paid-up share capital of the Company s subsidiaries as the Company +was only incorporated on March 14, 2023 with an issued share capital of RM44 (equivalent to US$10) under the Companies Act (2023 Revision) +of the Cayman Islands as an exempted company with limited liability. + + + +For +the financial year ended March 31, 2024: + + + +The +Company issued 10,100,000 ordinary shares as part of the Reorganization Exercise as disclosed in "Reorganization" paragraph +in the Note 1 to the consolidated financial statements. + + + +The +newly issued shares rank pari passu in all aspects with the previously issued shares. + + + + + 12 + MERGER + RESERVE + + + + +Merger +reserve represents the differences between the consideration paid, if any, and the issued and fully paid-up share capital of subsidiaries +acquired under common control that are accounted for by applying the "pooling-of-interest" method. + + + + + 13 + CAPITAL + RESERVE + + + + + + + March 31, + + 2024 + September 30, + + 2024 + September 30, + + 2024 + + + + RM + RM + USD + + + At beginning of the year/period + 4,675,702 + 4,253,132 + 1,026,731 + + + Fair value changes on property, plant and equipment arising from revaluation, + including effect of deferred taxation + (422,570) + 343,493 + 82,922 + + + At end of the year/period + 4,253,132 + 4,596,625 + 1,109,653 + + + + + +The +revaluation reserve represents effects of fair value changes arising from revaluation of headquarter and other freehold lands and buildings +respectively. These headquarter and other freehold lands and buildings respectively, are revalued by independent professional valuers +on a triennial basis. + + + +Included +in the "Fair value changes on property, plant and equipment arising from revaluation, including effect of deferred taxation" +is an aggregate amount of RM 343,493 (March 31, 2024: RM422,570) in relation to deferred tax liabilities arising from the revaluation +of properties. + + + + F-43 + + + + + + + + + 14 + TRANSLATION + RESERVE + + + + +The +translation reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements +of foreign operations whose functional currency is different from that of the Group s presentation currency and is non-distributable. +Movements in this reserve are set out in the unaudited interim condensed consolidated statements of changes in equity. + + + + + 15 + REVENUE + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Sales of goods – transfer at a point in time + + + + + + Malaysia + 23,427,887 + 20,717,239 + 5,001,265 + + + Singapore + 1,509,772 + 1,006,512 + 242,978 + + + Total + 24,937,659 + 21,723,751 + 5,244,243 + + + + + +There +is no significant financing component in the revenue arising from sales of products and services rendered as the products and services. + + + + + 16 + COST + OF SALES + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Inventories sold + 10,213,468 + 10,081,593 + 2,433,757 + + + Packaging costs + 69,412 + 18,553 + 4,479 + + + Carriage inwards and related costs + 266,239 + 198,038 + 47,807 + + + Total + 10,549,119 + 10,298,184 + 2,486,043 + + + + + + F-44 + + + + + + + + + 17 + OTHER + INCOME + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Interest income + 13 + 12 + 3 + + + Gain on foreign exchange, net + 49,523 + - + - + + + Singapore Government Grants + 9,115 + 4,719 + 1,139 + + + Sundry income + 50,924 + 27,577 + 6,658 + + + Reversal of provision for litigation claim (Note 9) + - + 63,334 + 15,289 + + + Total + 109,575 + 95,642 + 23,089 + + + + + +The +Singapore Government Grants consist of Jobs Support Scheme and Jobs Growth Incentive of the Singapore Government which provide wage support +and helps employers retain their local employees during a period of economic uncertainty and supports employers to accelerate their hiring +of local workforce, so as to create good and long-term jobs for locals. + + + + F-45 + + + + + + + + + 18 + SELLING + AND DISTRIBUTION EXPENSES + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Advertisement + 345,793 + 323,508 + 78,097 + + + Delivery and handling charges + 13,350 + 12,077 + 2,915 + + + Petrol, parking and toll fees + 59,791 + 68,169 + 16,456 + + + Road tax and insurance + 3,464 + 3,207 + 774 + + + Short-term and low-value leases (Note 10 A) + 2,293,077 + 2,176,574 + 525,438 + + + Upkeep of motor vehicles + 20,772 + 24,251 + 5,854 + + + Total + 2,736,247 + 2,607,786 + 629,534 + + + + + + + 19 + ADMINISTRATIVE + EXPENSES + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Accommodation + 28,065 + 34,895 + 8,424 + + + Bank charges + 55,218 + 14,394 + 3,475 + + + Credit card charges + 103,671 + 91,973 + 22,203 + + + Depreciation of property, plant and equipment (Note 4) + 824,655 + 714,156 + 172,402 + + + Depreciation of right-of-use assets (Note 5) + 3,683,719 + 3,343,067 + 807,036 + + + Employee benefits expense (Note 21) + 5,381,041 + 5,173,074 + 1,248,811 + + + Entertainment + 89,410 + 21,734 + 5,247 + + + Insurance + 76,223 + 92,108 + 22,235 + + + License fees + 30,257 + 51,738 + 12,490 + + + Online platform charges + 88,200 + 180,643 + 43,608 + + + Penalty and fines + 17,344 + 15,158 + 3,659 + + + Professional fees + 84,613 + 48,116 + 11,615 + + + Stamp duty + 1,774 + 16,675 + 4,025 + + + Telephone charges + 68,047 + 57,264 + 13,824 + + + Transportation fee + 163,895 + 179,616 + 43,360 + + + Upkeep and maintenance + 430,180 + 194,131 + 46,864 + + + Utilities expense + 273,238 + 283,229 + 68,373 + + + Loss on foreign exchange, net + - + 166,111 + 40,100 + + + Others + 115,847 + 192,392 + 46,445 + + + Total + 11,515,397 + 10,870,474 + 2,624,196 + + + + + + F-46 + + + + + + + + + 20 + FINANCE + EXPENSES + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Interest expenses: + + + + + + - lease liabilities + + + + + + i) operating leases + 365,389 + 279,758 + 67,535 + + + ii) finance leases + 8,620 + 6,706 + 1,619 + + + + 374,009 + 286,464 + 69,154 + + + - bank borrowings + 466,569 + 344,055 + 83,057 + + + - other bank borrowings + 182,475 + 233,443 + 56,354 + + + Total + 1,023,053 + 863,962 + 208,565 + + + + + + + 21 + EMPLOYEE + BENEFITS EXPENSE + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Fee paid to directors of the company + 25,000 + - + - + + + Wages, salaries, bonuses and other related costs + 4,747,721 + 4,503,798 + 1,087,244 + + + Employer s contributions to defined contribution plans + 527,276 + 593,416 + 143,254 + + + Other short-term benefits + 81,044 + 75,860 + 18,313 + + + Total + 5,381,041 + 5,173,074 + 1,248,811 + + + + + +Included +in the above employee benefits expense is compensation to key management personnel as follows: + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Fee paid to directors of the Company + 25,000 + - + - + + + Salaries and bonuses + 560,472 + 211,184 + 50,981 + + + Employer s contributions to defined contribution plans + 66,552 + 75,575 + 18,244 + + + Total + 652,024 + 286,759 + 69,225 + + + + + + F-47 + + + + + + + + + 22 + INCOME + TAX CREDIT + + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + 2024 + + + + RM + RM + USD + + + + + + + + + Tax expense recognized in profit or loss + + + + + + Current income tax + + + + + + Current financial year + - + - + - + + + Under-provision in prior financial years + - + - + - + + + + - + - + - + + + + + + + + + Deferred taxation + + + + + + Current financial year + - + - + - + + + Under-provision in prior financial years + - + (74,451) + (17,973) + + + + - + (74,451) + (17,973) + + + Total income tax credit recognized in profit or loss + - + (74,451) + (17,973) + + + + + + + + + Tax expense recognized + in other comprehensive income + + + + + + Deferred taxation + + + + + + Current financial year + - + - + - + + + Under-provision in prior financial years + - + (343,493) + (82,921) + + + + + (343,493) + (82,921) + + + Total income tax credit recognized other comprehensive income + - + (343,493) + (82,921) + + + + + +The +tax on the Group s loss before tax differs from the theoretical amount that would arise using the Malaysian standard rate of income +tax as follows: + + + + + + Six Months ended September 30, + + + + 2023 + 2024 + + + + RM + RM + + + + + + + + Loss before income tax + (776,582) + (2,821,013) + + + + + + + + Tax calculated at tax rate of 24% (September 30, 2023: 24%) + (186,380) + (677,043) + + + Effects of: + + + + + - different tax rate in other country + 40,396 + 33,765 + + + - deferred tax assets not recognized and, origination and reversal of temporary differences + 142,905 + 419,166 + + + - expenses not deductible for tax purposes + 66,602 + 227,013 + + + - income not subject to tax + (63,523) + (77,352) + + + Income tax expense + - + (74,451) + + + + + +The +Group has unutilized tax losses of approximately RM1,824,000 (September 30, 2023: RM1,335,000) and unabsorbed capital allowance of approximately +RM Nil (September 30, 2023: RM2,314,000) available for offset against future profits, respectively. As of September 30, 2024, the unutilized +tax losses have no expiry date. The unutilized tax losses and unabsorbed capital allowances which can be carried forward up to 10 years. +No deferred tax asset has been recognized in respect of the following significant net tax benefits due to the unpredictability of future +profit streams. + + + + F-48 + + + + + + + +The +components of unrecognized deferred tax asset are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Deferred tax assets + + + + + Unutilized tax losses + + + + + At beginning of year + 1,565,000 + 1,514,000 + + + (Utilized)/addition during the year/period, net + (51,000) + 310,000 + + + At end of year/period + 1,514,000 + 1,824,000 + + + + + + + + Unabsorbed capital allowance + + + + + At beginning of year + 1,320,000 + - + + + Addition during the year, net + (1,320,000) + - + + + At end of year/period + - + - + + + + + + + + Total + 1,514,000 + 1,824,000 + + + + + + + + Unrecorded deferred tax benefits @ 24% + 363,000 + 438,000 + + + + + + + + Deferred tax liabilities (revaluation of property, plant and equipment) + + + + + At beginning of year + (4,676,000) + - + + + Recognized during the year, net + 4,676,000 + - + + + At end of year/period + - + - + + + + + + + + Total + - + - + + + + + + + + Unrecorded deferred tax liabilities @ 10% + - + - + + + + + + + + Net unrecorded deferred tax benefits + 363,000 + 438,000 + + + + + +The +tax charge relating to each component of deferred tax liabilities are as follows: + + + + + + Accelerated tax +depreciation + Others + Total + + + + RM + RM + RM + + + Deferred tax liabilities recognized in profit or loss + + + + + + Balance at April 1, 2024 + 147,486 + (73,035) + 74,451 + + + Charged to profit or loss + (147,486) + 73,035 + (74,451) + + + Balance at September 30, 2024 + - + - + - + + + + + + + + Real property gains tax arising from revaluation + Total + + + + RM + RM + + + Deferred tax liabilities recognized in other comprehensive income + + + + + Balance at April 1, 2024 + 472,570 + 472,570 + + + Charged to other comprehensive income + (343,493) + (343,493) + + + Balance at September 30, 2024 + 129,077 + 129,077 + + + + + + F-49 + + + + + + + + + 23 + COMMITMENTS + AND CONTINGENT LIABILITIES + + + + + + + (a) + Operating + lease commitments + + + + + + + September 30, + September 30, + + + + 2023 + 2024 + + + + RM + RM + + + + + + + + Short-term and low-value leases + 65,610 + 731,598 + + + + + +The +Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months +or less and leases of low-value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis +over the lease term. + + + + + + (b) + Contingent + liabilities + + + + +On +April 12, 2023, the subsidiary of the Company namely HI Style (M) Sdn. Bhd. ("HI Style (M)") was served with a claim in the +Seremban High Court by a retail apparel company. The plaintiff alleged that HI Style (M) breaches the plaintiff s intellectual +property rights through trademark infringement and misappropriation ("Litigation Claim"). The relief sought from the Seremban +High Court include, among others, injunctive relief, the publication of apology notice by HI Style (M), destruction or delivery up of +the alleged infringing goods, damages and legal costs. + + + +As +of January 8, 2025, the Litigation Claim has been settled out of court amicably with a mutual agreed sum of RM86,666, including legal +costs. + + + + + 24 + SIGNIFICANT + RELATED PARTY TRANSACTIONS + + + + +Related +companies in these financial statements refer to members of the ultimate holding company s group of companies. + + + +Some +of the Company s transactions and arrangements are between members of the group and the effect of these on the basis determined +between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and repayable +on demand, unless otherwise stated. + + + +Some +of the group s transactions and arrangements are with related parties and the effect of these on the basis determined between the +parties is reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise +stated. + + + + F-50 + + + + + + + +Transactions +with related parties + + + +The +following represents the significant related party transactions for the period ended September 30, 2023 and 2024. + + + + + + September 30, + + 2023 + September 30, + + 2024 + + + + RM + RM + + + + + + + + Close family member of directors + + + + + Salaries and bonuses + 102,259 + 87,142 + + + Employer s contributions to defined contribution plans + 13,907 + 14,814 + + + + 116,166 + 101,956 + + + + + + + 25 + SEGMENTS + OPERATIONS + + + + +Services +from which reportable segments derive their revenues Information reported to the group s chief operating decision maker ("CODM") +for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable +to a segment as well as those that can be allocated on a reasonable basis. The Group operates in a single business segment which is the +business of "Retailing" which consists of designing and trading in garments, shoes and article of clothing. No operating +segments have been aggregated to form the reportable operating segment. + + + +Non-current +assets information based on the location of assets are as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Malaysia + 28,377,099 + 26,302,346 + + + Singapore + 828,634 + 1,232,778 + + + Total + 29,205,733 + 27,535,124 + + + + + +Non-current +assets information presented above consist of property, plant and equipment and right-of-use assets as presented in the unaudited interim +condensed consolidated statements of financial positions. + + + + F-51 + + + + + + + + + 26 + FINANCIAL + INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT + + + + + + + a) + Categories + of financial instruments + + + + +The +following table sets out the financial instruments as at the end of the reporting period: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Financial assets + + + + + + + + + + Financial assets at amortized cost: + + + + + Other receivables + 4,272,003 + 4,183,970 + + + Cash and cash equivalents + 1,896,439 + 1,378,576 + + + + 6,168,442 + 5,562,546 + + + + + + + + Financial liabilities + + + + + + + + + + Financial liabilities at amortized cost: + + + + + Trade and other payables + (19,123,139) + (19,085,121) + + + Borrowings + (29,276,707) + (26,957,396) + + + + (48,399,846) + (46,042,517) + + + + + + + + b) + Financial + instruments subject to offsetting, enforceable master netting arrangements and similar agreements + + + + +The +Group does not have any financial instruments which are subject to enforceable master netting arrangements or similar netting agreements. + + + + F-52 + + + + + + + + + + c) + Financial + risk management policies and objectives + + + + +The +management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures +are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit +risk and liquidity risk. + + + + + + (i) + Market + risk management + + + + +The +Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management +monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures +should the need arise. + + + +There +has been no significant change to the Group s exposure to market risk or the manner in which it manages and measures the risk. + + + + + + (ii) + Foreign + currency risk management + + + + +The +Group operates in Singapore and Malaysia. Entities in the Group regularly transact in currencies other than their respective functional +currencies ("foreign currencies"). + + + +Currency +risk arises when transactions are denominated in foreign currencies other than the Group entities respective functional currencies. + + + +In +addition, the Group is exposed to currency translation risk on the net assets in foreign operations. + + + +The +Group s significant currency exposure based on the information provided to key management is as follows: + + + + + + Amounts denominated in + + + + SGD + USD + + + + RM + RM + + + September 30, 2024 + + + + + Financial assets + + + + + Cash and bank balances + 56,713 + - + + + Other receivables + 320,160 + - + + + + 376,873 + - + + + + + + + + Financial liabilities + + + + + Trade and other payables + (372,791) + (3,104,719) + + + Borrowings + (1,050,914) + - + + + + (1,423,705) + (3,104,719) + + + Net financial liabilities + (1,046,832) + (3,104,719) + + + Add: Net financial liabilities denominated respective entities functional + currency + 1,046,832 + - + + + Currency exposure of financial assets, net of those denominated + in the Company s functional currency + - + (3,104,719) + + + + + + F-53 + + + + + + + + + + Amounts denominated in + + + + SGD + USD + + + + RM + RM + + + March 31, 2024 + + + + + Financial assets + + + + + Cash and bank balances + 78,381 + - + + + Other receivables + 344,784 + - + + + + 423,165 + - + + + + + + + + Financial liabilities + + + + + Trade and other payables + (211,342) + (2,957,789) + + + Borrowings + (659,487) + - + + + + (870,829) + (2,957,789) + + + Net financial liabilities + (447,664) + (2,957,789) + + + Add: Net financial liabilities denominated respective entities functional + currency + 447,664 + - + + + Currency exposure of financial assets, net of those denominated + in the Company s functional currency + - + (2,957,789) + + + + + +As +at the reporting period, if the USD change against the RM by 5% (March 31, 2024: 5%) with all other variables including tax rate being +held constant, the approximate effects arising from the net financial liability/asset that are exposed to the currency risk will be as +follows: + + + + + + Increase/(Decrease) + + + + March 31, 2024 + September 30, 2024 + + + + Profit + + after tax + Other + + Comprehensive + + income + Profit + + after tax + Other + + Comprehensive + + income + + + + RM + RM + RM + RM + + + + + + + + + + USD against RM + + + + + + + - Strengthened + (148,000) + - + (155,000) + - + + + - Weakened + 148,000 + - + 155,000 + - + + + + - + - + - + - + + + + + + + + (iii) + Interest + rate risk management + + + + +The +Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment +of the loans are disclosed in the Note to the unaudited interim condensed consolidated financial statements. The Group currently does +not have an interest rate hedging policy. + + + +Interest +rate sensitivity analysis + + + +The +sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the +reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel +and represents management s assessment of the reasonably possible change in interest rates. + + + +If +interest rates on loans had been 50 basis points higher/lower and all other variables were held constant, the Group s profit for +the year would decrease/increase by approximately RM73,000 (March 31, 2024: 79,000). + + + + F-54 + + + + + + + + + + (iv) + Credit + risk management + + + + +Credit +risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At +the end of each reporting period, the Group maximum exposure to credit risk which will cause a financial loss to the Group due to failure +to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated +in the Unaudited Interim Condensed Consolidated Statements of Financial Positions. + + + +In +order to minimize credit risk, the Group has delegated its finance team to develop and maintain the Group s credit risk grading +to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information +and the Group s own historical repayment records to rate its major customers and debtors. The Group s exposure and the credit +ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved +counterparties. + + + +The +Group s current credit risk grading framework comprises the following categories: + + + + + Category + + Description + + Basis + for + + recognizing + ECL + + + Performing + + The + counterparty has a low risk of default and does not have any past-due amounts + + 12-month + ECL + + + Doubtful + + There + has been a significant increase in credit risk since initial recognition + + Lifetime + ECL- + + not + credit-impaired + + + In + default + + There + is evidence indicating the asset is credit impaired + + Lifetime + ECL - credit impaired + + + Write-off + + There + is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery + + Amount + is written off + + + + +Credit +risk of the Group arising from cash and cash equivalents and refundable lease deposits were limited because the counterparties are banks, +financial institutions and landlords with good credit ratings which we consider to have low credit risk. + + + +As +at the end of the reporting period, the directors of the Company considered that the ECL for non-credit impaired receivables is insignificant +as at the end of the reporting period. + + + + F-55 + + + + + + + +As +the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying +amount of that class of financial instruments presented on the unaudited interim condensed consolidated statements of financial position, +except as follows: + + + + + + March 31, 2024 + September 30, 2024 + + + + RM + RM + + + + + + + + Committed corporate guarantees provided to bank for a subsidiary + 3,079,470 + 3,079,470 + + + + 3,079,470 + 3,079,470 + + + + + +The +Company has not recognized any liability in respect of the guarantees given to the bank for banking facilities granted to the subsidiary +as the Company s directors have assessed that the likelihood of the subsidiary defaulting on repayment of its banking facilities +is remote. + + + + + + (v) + Liquidity + risk management + + + + +Prudent +liquidity risk management implies sufficient cash to finance the Group s and the Company s operations and development activities. +The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group s +business operations and development activities. The Group s objective is to maintain a balance between continuing of funding and +flexibility through the use of borrowings. + + + +During +the period ended September 30, 2023, 2024, the Group generates loss for the period amounting to approximately RM0.78 million and RM2.75 +million (approximately US$0.66 million). Additionally, the Group had net cash outflows from cash and cash equivalents of approximately +RM0.83 million (approximately US$0.20 million) for the period ended September 30, 2024. In addition, the Group s current liabilities +exceeded its current assets by approximately RM16.27 million and RM17.62 million (approximately US$4.25 million) for the year/period +ended March 31, 2024 and September 30, 2024. In view of these circumstances, the management of the Group has given consideration to the +future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient +financial resources to continue as a going concern. + + + +Management s +plan to manage its liquidity by continuing to procure financing from private investors in the form issuances of rights, ordinary shares, +or debts to raise cash and working capital for the Group. Management may also contribute their own time at less than market rates for +the services. The Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell +additional ordinary an initial public offering that will provide adequate financial resources for management to continue to expand their +operations. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + +The +table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period +from the balance sheet date to the contractual maturity date. + + + + F-56 + + + + + + + + + + Less than 1 + year or on + demand + Between 1 + and 2 + years + Between 2 + and 5 + years + Over 5 + years + Total + undiscounted + cash flow + + + + RM + RM + RM + RM + RM + + + September 30, 2024 + + + + + + + + Trade and other payables + 19,085,121 + - + - + - + 19,085,121 + + + Lease liabilities + 5,740,401 + 2,602,485 + 691,812 + - + 9,034,698 + + + Borrowings (excluding lease liabilities) + 9,988,328 + 1,831,883 + 2,955,399 + 7,570,172 + 22,345,782 + + + + + + + + + + + March 31, 2024 + + + + + + + + Trade and other payables + 19,123,139 + - + - + - + 19,123,139 + + + Lease liabilities + 6,350,513 + 2,992,073 + 795,735 + - + 10,138,321 + + + Borrowings (excluding lease liabilities) + 10,337,441 + 2,260,973 + 3,410,271 + 8,062,410 + 24,071,095 + + + + + +Liquidity +risk analyses + + + +Non-derivative +financial liabilities + + + +The +following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based +on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table +includes both interest and principal cash flows. + + + + + + Weighted + average + effective + interest rate + On + demand + or within + 1 year + Within + 2 to + 5 years + Over + 5 years + Total + + + + % + RM + RM + RM + RM + + + September 30, 2024 + + + + + + + + Non-interest bearing + + 19,085,121 + - + - + 19,085,121 + + + Fixed interest rate + 2.07%-13.00% p.a. + 13,491,221 + 3,294,297 + - + 16,785,518 + + + Variable interest rate + 5.17%-8.22% p.a. + 2,237,508 + 4,787,282 + 7,570,172 + 14,594,962 + + + Total + + 34,813,850 + 8,081,579 + 7,570,172 + 50,465,601 + + + + + + + + + + + March 31, 2024 + + + + + + + + Non-interest bearing + + 19,123,139 + - + - + 19,123,139 + + + Fixed interest rate + 2.07%-13.00% p.a. + 14,490,202 + 3,972,676 + - + 18,462,878 + + + Variable interest rate + 5.17%-8.22% p.a. + 2,197,752 + 5,486,376 + 8,062,410 + 15,746,538 + + + Total + + 35,811,093 + 9,459,052 + 8,062,410 + 53,332,555 + + + + + + F-57 + + + + + + + +Non-derivative +financial assets + + + +As +at the end of the reporting period, the non-derivative financial assets are interest free and repayable on demand. + + + + + + (vi) + Fair + value of financial assets and financial liabilities + + + + +Fair +value hierarchy + + + +The +Company categorizes fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows: + + + + + + + Level + 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that the Company can access at the measurement + date, + + + + + + + + + + Level + 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly + or indirectly, and + + + + + + + + + + Level + 3 – Unobservable inputs for the asset or liability. + + + + +Fair +value of non-financial assets + + + +The +Group does not apply fair value accounting in the measurement of its non-financial assets. The only non-financial asset of the Group +for which fair value is required to be disclosed is the headquarter and other freehold lands and buildings classified within "Property, +plant and equipment". The basis of valuation of the headquarter and other freehold lands and buildings, as described in note 4, +represents recurring fair value measurements under Level 3 of the fair value hierarchy. + + + + F-58 + + + + + + + +Fair +value of financial instruments + + + +Assets +and liabilities not measured at fair value + + + +Fair +value measurements that use inputs of different hierarchy levels are categorized in its entirety in the same level of the fair value +hierarchy as the lowest level input that is significant to the entire measurement. + + + +The +management considers that the carrying amounts of the Company s financial assets and financial liabilities approximate their respective +fair values due to the relatively short-term maturity of these financial instruments. + + + +The +fair values of the Group s borrowings are determined by using the discounted cash flows method using discount rate that reflects +the issuer s borrowing rate as at the end of the reporting period. The Group s non-performance risk as at March 31, 2024 +and September 30, 2024 was assessed to be insignificant. + + + +The +fair values of other classes of financial assets and liabilities are disclosed in the respective notes to consolidated financial statements. + + + +Transfers +between levels of fair value hierarchy + + + +During +the financial year, there were no assets or liabilities transferred between Level 1 and Level 2 or transfers into or out of Level 3. +The Company s policy is to recognize transfers (if any) between levels of fair value hierarchy at the end of the reporting period +during which they occur. + + + +Valuation +policies and procedures + + + +The +board of directors oversees the Company s financial reporting and valuation processes and is responsible for setting and documenting +the Company s valuation policies and procedures. + + + + + + (d) + Capital + risk management policies and objectives + + + + +The +management manages its capital to ensure that the Group will be able to continue as a going concern in order to provide returns for shareholders +and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital. + + + +The +capital structure of the Company consists of equity attributable to owners of the Company, comprising issued capital and accumulated +losses as disclosed in the notes to unaudited interim condensed financial statements. + + + +Management +monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debts +is calculated as borrowings plus trade and other payables. + + + + + + March 31, 2024 + September 30, 2024 + September 30, 2024 + + + + RM + RM + USD + + + Total debts + 48,971,100 + 46,533,350 + 11,233,427 + + + Total equity + 1,169,929 + (1,103,294) + (266,341) + + + + + + + + + Debt-to-equity % + 4,186% + (4,218)% + (4,218)% + + + + + + F-59 + + + + + + + +The +Group is subject to and substantially complied with externally imposed capital requirements for the financial years ended March 31, 2024 +and financial period from April 1, 2024 to September 30, 2024. + + + +The +Group s overall strategy remains unchanged from prior year. + + + + + 27 + RECONCILIATIONS + OF LIABILITIES ARISING FROM FINANCING ACTIVITIES + + + + + + + + Cash flows + Non-cash changes + + + + + At beginning of + year + Proceeds from + borrowings + Payments + Interest + expenses + Acquisition of + property, plant + and equipment + / Capitalization of lease contracts + Currency + realignment + At end of year + + + + RM + RM + RM + RM + RM + RM + RM + + + + + + + + + + + + September 30, +2024 + + + + + + + + + + Bank borrowings + 12,334,950 + - + (1,444,748) + 344,055 + - + (5,624) + 11,228,633 + + + + + + + + + + + + + Other bank borrowings + 7,374,097 + 7,191,728 + (7,607,540) + 233,443 + - + - + 7,191,728 + + + + + + + + + + + + + Lease liabilities + 9,567,660 + - + (3,693,115) + 286,464 + 2,439,081 + (63,055) + 8,537,035 + + + + + + + + + + + + + September 30, 2023 + + + + + + + + + + Bank borrowings + 14,444,121 + - + (1,514,205) + 466,569 + - + 6,207 + 13,402,692 + + + + + + + + + + + + + Other bank borrowings + 5,535,128 + 5,689,190 + (5,717,603) + 182,475 + - + - + 5,689,190 + + + + + + + + + + + + + Lease liabilities + 10,861,593 + - + (3,737,539) + 374,009 + 2,783,042 + 44,182 + 10,325,287 + + + + + + + 28 + HOLDING + COMPANY AND RELATED COMPANY TRANSACTIONS + + + + +The +Company is a subsidiary of Soaring Fame Global Limited, incorporated in the British Virgin Islands, which is also the Company s +ultimate holding company. Related companies in these financial statements refer to members of the ultimate holding company s group +of companies. + + + +Some +of the Company s transactions and arrangements are between members of the group and the effect of these on the basis determined +between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and repayable +on demand, unless otherwise stated. + + + + + 29 + SUBSEQUENT + EVENTS + + + + +The +Company has assessed all events occurred from September 30, 2024, up through April 28, 2025, which is the date that these consolidated +financial statements are available to be issued. Other than the events disclosed below, there are not any material subsequent events +that would require disclosure in these consolidated financial statements. + + + +As +of January 8, 2025, the Group expressly agrees and undertakes to a settlement sum amounting to RM86,666 to the Plaintiffs as full and +final settlement of the Litigation Claim as disclosed in Note 23(b) to the consolidated financial statements. + + + + F-60 + + + + + + + +INDEX +TO COR3 & CO. (HOLDINGS) LIMITED AND SUBSIDIARIES + +AUDITED +CONSOLIDATED FINANCIAL STATEMENTS + + + + + + + PAGE + + + + + + + + Report of Independent Registered Accounting Firm + + F-62 + + + + + + + + Consolidated Statements of Financial Positions as of March 31, 2022, 2023 and 2024 + + F-63 + + + + + + + + Consolidated Statements of Profit or Loss and Other Comprehensive (Loss)/Income for the Financial Years Ended March 31, 2022, 2023 and 2024 + + F-64 + + + + + + + + Consolidated Statements of Changes in Equity for the Financial Years Ended March 31, 2022, 2023 and 2024 + + F-65 + + + + + + + + Consolidated Statements of Cash Flows for the Financial Years Ended March 31, 2022, 2023 and 2024 + + F-66 + + + + + + + + Notes to Consolidated Financial Statements + + F-67 + + + + + F-61 + + + + + + + + + +REPORT +OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + + + + + To: + The + Board of Directors and Shareholders of + + + + COR3 + & Co. (Holdings) Limited + + + + +Opinion +on the Financial Statements + + + +We +have audited the accompanying consolidated statements of financial positions of COR3 & Co. (Holdings) Limited and its subsidiaries +(the "Company") as of March 31, 2022, 2023 and 2024, and the related consolidated statements of profit or loss and other +comprehensive (loss)/income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2024, and +the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present +fairly, in all material respects, the financial positions of the Company as of March 31, 2022, 2023 and 2024, and the results of its +operations and its cash flows for each of the years in the three-year period ended March 31, 2024, in conformity with International Financial +Reporting Standards as issued by the International Accounting Standards Board. + + + +Substantial Doubt +about the Company s Ability to Continue as a Going Concern + + + +The accompanying consolidated financial +statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated +financial statements, the Company has substantial lower profit during the year ended March 31, 2024, from approximately RM4.46 +million to RM0.25 million (approximately US$0.05 +million); and its current liabilities exceeded its current assets by approximately RM16.27 million (approximately US$3.44 +million) as of March 31, 2024. These circumstances give rise to substantial doubt that the Company will continue as a going concern. +Management s plans in regards to "Going Concern" matters are also described in Note 2. The consolidated financial +statements do not include any adjustments that might result from the outcome of this doubt and uncertainty. Our opinion is not +modified with respect to this matter. + + + +Basis +for Opinion + + + +These +financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s +financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board +(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities +laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. + + + +We +conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain +reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company +is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, +we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion +on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. + + + +Our +audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error +or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding +the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant +estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits +provide a reasonable basis for our opinion. + + + +/s/ WWC, P.C. + +WWC, +P.C. + +Certified +Public Accountants + +PCAOB +ID No. 1171 + + + +We +have served as the Company s auditor since 2022. + + + +San +Mateo, California + +October 17, +2024 + + + + + + F-62 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +CONSOLIDATED +STATEMENTS OF FINANCIAL POSITIONS + +As +of March 31, 2022, 2023 and 2024 + + + + + + Note + 2022 + 2023 + 2024 + 2024 + + + + + RM + RM + RM + USD + + + + + + + + + + + ASSETS + + + + + + + + + + + + + + + + Non-current + assets + + + + + + + + Property, + plant and equipment + 4 + 20,123,302 + 20,820,141 + 20,380,980 + 4,313,891 + + + Investment + property + 5 + - + - + - + - + + + Right-of-use + assets + 6 + 2,977,340 + 10,175,372 + 8,824,753 + 1,867,870 + + + Other + receivables + 8 + 805,044 + 2,470,345 + 2,504,136 + 530,032 + + + Total + non-current assets + + 23,905,686 + 33,465,858 + 31,709,869 + 6,711,793 + + + + + + + + + + + Current + assets + + + + + + + + Inventories + 7 + 5,008,245 + 8,639,871 + 9,557,330 + 2,022,929 + + + Other + receivables + 8 + 3,712,827 + 5,187,050 + 8,058,222 + 1,705,624 + + + Income + tax receivable + + - + 10,867 + - + - + + + Cash + and cash equivalents + 9 + 725,012 + 1,606,997 + 1,896,439 + 401,405 + + + Total + current assets + + 9,446,084 + 15,444,785 + 19,511,991 + 4,129,958 + + + + + + + + + + + Total + assets + + 33,351,770 + 48,910,643 + 51,221,860 + 10,841,751 + + + + + + + + + + + LIABILITIES + AND EQUITY + + + + + + + + + + + + + + + + Current + liabilities + + + + + + + + Trade + and other payables + 10 + 17,432,104 + 16,691,895 + 19,694,393 + 4,168,563 + + + Borrowings + 11 + 8,668,404 + 13,195,086 + 15,556,574 + 3,292,746 + + + Income + tax payable + + 186,051 + - + 533,810 + 112,988 + + + Total + current liabilities + + 26,286,559 + 29,886,981 + 35,784,777 + 7,574,297 + + + + + + + + + + + Non-current + liabilities + + + + + + + + Deferred + tax liabilities + 23 + - + - + 547,021 + 115,784 + + + Borrowings + 11 + 12,478,380 + 17,645,756 + 13,720,133 + 2,904,040 + + + Total + non-current liabilities + + 12,478,380 + 17,645,756 + 14,267,154 + 3,019,824 + + + + + + + + + + + Total + liabilities + + 38,764,939 + 47,532,737 + 50,051,931 + 10,594,121 + + + + + + + + + + + Capital + and reserves + + + + + + + + Share + capital + 12 + 3,157,096 + 3,657,096 + 47,266 + 10,004 + + + Merger + reserve + 13 + - + - + 3,609,830 + 764,066 + + + Capital + reserve + 14 + 2,816,836 + 4,675,702 + 4,253,132 + 900,229 + + + Translation + reserve + 15 + 19,822 + 5,978 + (18,242) + (3,861) + + + Accumulated + losses + + (11,186,908) + (6,686,312) + (6,196,904) + (1,311,653) + + + Attributable + to equity owners of the Company + + (5,193,154) + 1,652,464 + 1,695,082 + 358,785 + + + Non-controlling + interests + + (220,015) + (274,558) + (525,153) + (111,155) + + + Total + (deficit)/equity + + (5,413,169) + 1,377,906 + 1,169,929 + 247,630 + + + + + + + + + + + Total + liabilities and equity + + 33,351,770 + 48,910,643 + 51,221,860 + 10,841,751 + + + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-63 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +CONSOLIDATED +STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS)/INCOME + +For +the years ended March 31, 2022, 2023 and 2024 + + + + + + Note + 2022 + 2023 + 2024 + 2024 + + + + + RM + RM + RM + USD + + + + + + + + + + + Revenue + 16 + 28,253,298 + 58,212,076 + 59,325,095 + 12,556,904 + + + + + + + + + + + Cost + of sales + 17 + (15,282,826) + (24,762,032) + (26,314,138) + (5,569,719) + + + + + + + + + + + Gross + Profit + + 12,970,472 + 33,450,044 + 33,010,957 + 6,987,185 + + + + + + + + + + + Other + income + 18 + 3,765,475 + 778,614 + 213,951 + 45,285 + + + + + + + + + + + Selling + and distribution expenses + 19 + (4,685,953) + (7,168,943) + (5,870,956) + (1,242,662) + + + + + + + + + + + Administrative + expenses + 20 + (15,535,299) + (20,662,353) + (24,139,609) + (5,109,453) + + + + + + + + + + + Finance + expenses + 21 + (1,243,489) + (1,942,079) + (2,041,001) + (432,004) + + + + + + + + + + + (Loss)/Profit + before income tax + + (4,728,794) + 4,455,283 + 1,173,342 + 248,351 + + + + + + + + + + + Income + tax expense + 23 + - + - + (918,383) + (194,387) + + + + + + + + + + + (Loss)/Profit + for the year + + (4,728,794) + 4,455,283 + 254,959 + 53,964 + + + + + + + + + + + Other + comprehensive loss + + + + + + + + Items + that may be reclassified subsequently to profit or loss: + + + + + + + + Exchange + differences on translating foreign operation + + (3,079) + (23,074) + (40,366) + (8,544) + + + + + (3,079) + (23,074) + (40,366) + (8,544) + + + + + + + + + + + Items + that will not be reclassified subsequently to profit or loss: + + + + + + + + Fair + value changes on property, plant and equipment arising from revaluation, net + 14 + - + 1,858,866 + (422,570) + (89,443) + + + + + - + 1,858,866 + (422,570) + (89,443) + + + + + + + + + + + Total + comprehensive (loss)/profit for the year + + (4,731,873) + 6,291,075 + (207,977) + (44,023) + + + + + + + + + + + (Loss)/Profit + attributable to: + + + + + + + + Equity + owners of the Company + + (4,577,201) + 4,500,596 + 489,408 + 103,588 + + + Non-controlling + interests + + (151,593) + (45,313) + (234,449) + (49,624) + + + Total + + (4,728,794) + 4,455,283 + 254,959 + 53,964 + + + + + + + + + + + Total + comprehensive (loss)/profit attributable to: + + + + + + + + Equity + owners of the Company + + (4,579,049) + 6,345,618 + 42,618 + 9,019 + + + Non-controlling + interests + + (152,824) + (54,543) + (250,595) + (53,042) + + + Total + + (4,731,873) + 6,291,075 + (207,977) + (44,023) + + + + + + + + + + + (LOSS)/EARNINGS + PER SHARE + + + + + + + + + (LOSS)/EARNINGS + PER SHARE – BASIC AND DILUTED + + + (0.45) + 0.61 + 0.0042 + 0.0009 + + + + + + + + March + 31, + + + + 2022 + 2023 + 2024 + + + Weighted + average number of ordinary shares used in computing basic earnings + 10,174,658 + 10,427,671 + 10,100,000 + + + Weighted + average number of ordinary shares used in computing diluted earnings + 10,174,658 + 10,427,671 + 10,100,000 + + + + + + F-64 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +CONSOLIDATED +STATEMENTS OF CHANGES IN EQUITY + +For +the years ended March 31, 2022, 2023 and 2024 + + + + + Attributable to equity owners of the + Company + + + + + + + Share + Merger + Capital + Translation + Accumulated + + Non-controlling + Total + + + + Note + capital + reserve + reserve + reserve + losses + Total + interests + equity + + + + + RM + RM + RM + RM + RM + RM + RM + RM + + + Balance + at 1 April 2021 + + 3,007,096 + - + 2,816,836 + 21,670 + (6,609,707) + (764,105) + (67,191) + (831,296) + + + + + + + + + + + + + + + Loss + for the year + + - + - + - + - + (4,577,201) + (4,577,201) + (151,593) + (4,728,794) + + + Other + comprehensive income + + - + - + - + (1,848) + - + (1,848) + (1,231) + (3,079) + + + Total + comprehensive income for the year + + - + - + - + (1,848) + (4,577,201) + (4,579,049) + (152,824) + (4,731,873) + + + + + + + + + + + + + + + Issuance + of shares + 12 + 150,000 + - + - + - + - + 150,000 + - + 150,000 + + + Total + transaction with owners, recognized in equity + + 150,000 + - + - + - + - + 150,000 + - + 150,000 + + + + + + + + + + + + + + + Balance + at 31 March 2022 + + 3,157,096 + - + 2,816,836 + 19,822 + (11,186,908) + (5,193,154) + (220,015) + (5,413,169) + + + + + + + + + + + + + + + Profit + for the year + + - + - + - + - + 4,500,596 + 4,500,596 + (45,313) + 4,455,283 + + + Other + comprehensive income + + - + - + 1,858,866 + (13,844) + - + 1,845,022 + (9,230) + 1,835,792 + + + Total + comprehensive income for the year + + - + - + 1,858,866 + (13,844) + 4,500,596 + 6,345,618 + (54,543) + 6,291,075 + + + + + + + + + + + + + + + Issuance + of shares + 12 + 500,000 + - + - + - + - + 500,000 + - + 500,000 + + + Total + transaction with owners, recognized in equity + + 500,000 + - + - + - + - + 500,000 + - + 500,000 + + + + + + + + + + + + + + + Balance + at 31 March 2023 + + 3,657,096 + - + 4,675,702 + 5,978 + (6,686,312) + 1,652,464 + (274,558) + 1,377,906 + + + + + + + + + + + + + + + Profit + for the year + + - + - + - + - + 489,408 + 489,408 + (234,449) + 254,959 + + + Other + comprehensive income + + - + - + (422,570) + (24,220) + - + (446,790) + (16,146) + (462,936) + + + Total + comprehensive income for the year + + - + - + (422,570) + (24,220) + 489,408 + 42,618 + (250,595) + (207,977) + + + + + + + + + + + + + + + Issuance + of shares + 12 + 47,266 + - + - + - + - + 47,266 + - + 47,266 + + + Deemed effects to owners + pursuant to the Reorganization Exercise + 12 + (3,657,096) + 3,609,830 + - + - + - + (47,266) + - + (47,266) + + + Total + transaction with owners, recognized in equity + + (3,609,830) + 3,609,830 + - + - + - + - + - + - + + + + + + + + + + + + + + + Balance + at 31 March 2024 + + 47,266 + 3,609,830 + 4,253,132 + (18,242) + (6,196,904) + 1,695,082 + (525,153) + 1,169,929 + + + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-65 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +CONSOLIDATED +STATEMENTS OF CASH FLOWS + +For +the years ended March 31, 2022, 2023 and 2024 + + + + + + Note + 2022 + 2023 + 2024 + 2024 + + + + + RM + RM + RM + USD + + + + + + + + + + + Cash + flows from operating activities + + + + + + + + (Loss + )/Profit before income tax + + (4,728,794) + 4,455,283 + 1,173,342 + 248,351 + + + Adjustments + for: + + + + + + + + Allowance/(reversal) + for inventory obsolescence, net + 7 + 329,829 + (474,483) + (231,684) + (49,039) + + + Depreciation + of property, plant and equipment + 4 + 1,751,835 + 1,648,835 + 1,611,566 + 341,108 + + + Depreciation + of right-of-use assets + 6 + 5,664,805 + 5,517,975 + 6,991,536 + 1,479,847 + + + Gain + on reversal of provision for reinstatement + + - + - + (40,505) + (8,573) + + + Foreign + exchange difference, net + + 620 + (10,185) + (48,019) + (10,164) + + + Interest + expenses + 21 + 1,243,489 + 1,942,079 + 2,041,001 + 432,004 + + + Interest + income + 18 + (4,910) + (1,242) + (23,914) + (5,062) + + + Loss + on disposal of investment property + 20 + 247,771 + - + - + - + + + Loss + on disposal of property, plant and equipment + 20 + 23,184 + - + - + - + + + Written + off of other receivable + 20 + - + - + 8,126 + 1,720 + + + Written + off of property, plant and equipment + 20 + - + 492,100 + 367,318 + 77,747 + + + Operating + cash flows before movements in working capital + + 4,527,829 + 13,570,362 + 11,848,767 + 2,507,939 + + + + + + + + + + + Other + receivables + + 297,588 + (1,474,223) + (2,879,298) + (609,437) + + + Trade + and other payables + + 763,129 + (523,909) + 2,996,830 + 634,317 + + + Inventories + + 1,588,659 + (3,157,146) + (685,802) + (145,159) + + + Cash + generated from operations + + 7,177,205 + 8,415,084 + 11,280,497 + 2,387,660 + + + + + + + + + + + Income + tax paid + + (95,464) + (196,918) + (299,255) + (63,341) + + + Net + cash generated from operating activities + + 7,081,741 + 8,218,166 + 10,981,242 + 2,324,319 + + + Cash + flows from investing activities + + + + + + + + Interest + received + + 4,910 + 1,242 + 23,914 + 5,062 + + + Acquisition + of right-of-use assets + 6 + (38,955) + - + - + - + + + Other + receivables + + 532,658 + (1,665,301) + (33,791) + (7,152) + + + Purchase + of property, plant and equipment + 4 + (600,896) + (987,250) + (1,494,565) + (316,344) + + + Proceeds + from disposal of investment property + + 432,000 + - + - + - + + + Proceeds + from disposal of property, plant and equipment + + 146,627 + - + - + - + + + Net + cash generated from/(used in) investing activities + + 476,344 + (2,651,309) + (1,504,442) + (318,434) + + + Cash + flows from financing activities + + + + + + + + Interest + paid + + (1,243,489) + (1,942,079) + (2,041,001) + (432,004) + + + Repayment + of other payable + + (268,500) + (301,700) + - + - + + + Repayment + of leases liabilities + + (5,812,737) + (5,409,384) + (6,866,909) + (1,453,468) + + + Proceeds + of other bank borrowings + + 4,946,096 + 5,535,128 + 7,374,097 + 1,560,821 + + + Repayment + of other bank borrowings + + (5,103,076) + (4,946,096) + (5,535,128) + (1,171,580) + + + Proceeds + of bank borrowings + + - + 3,500,000 + - + - + + + Repayment + of bank borrowings + + (701,512) + (1,620,741) + (2,118,417) + (448,390) + + + Additions + in fixed deposits pledged + + (229,931) + (280,000) + (61,381) + (12,992) + + + Issuance + of share capital + 12 + 150,000 + 500,000 + - + - + + + Net + cash used in financing activities + + (8,263,149) + (4,964,872) + (9,248,739) + (1,957,613) + + + + + + + + + + + Net + (decrease)/increase in cash and cash equivalents + + (705,064) + 601,985 + 228,061 + 48,272 + + + Cash + and cash equivalents at beginning of year + + 994,905 + 289,841 + 891,826 + 188,766 + + + Cash + and cash equivalents at end of year + 9 + 289,841 + 891,826 + 1,119,887 + 237,038 + + + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-66 + + + + + + + +COR3 +& CO. (HOLDINGS) LIMITED AND ITS SUBSIDIARIES + +NOTES +TO FINANCIAL STATEMENTS + + + + + 1 + ORGANIZATION + AND PRINCIPAL ACTIVITIES + + + + +Organization +and reorganization + + + +Cor3 +& Co. (Holdings) Limited (the "Company") was incorporated in the Cayman Islands on March 14, 2023. The registered office +of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. The principal place +of business of the Company is situated at No. 184, Persiaran S2 B1, Seremban 2, 70300 Seremban, Negeri Sembilan, Malaysia. + + + +The +Group structure which represents the operating subsidiaries and dormant companies as the reporting date is as follow: + + + + + +*The +balance 5.0% is owned by Mr. Lim Leong Wei, an Independent Third Party. + +**The +balance 40% is held by Mr. CS Pwa, the brother of Mr. CC Pwa and CT Pwa. + + + + F-67 + + + + + + + +The +Company and its subsidiaries are in the table as follows: + + + + + Percentage + of effective ownership + + + March + 31, + + + Name + Date + of + incorporation + + 2022 + 2023 + +2024 + + Place + of + incorporation + + Principal + activities + + + + + % + % + % + + + + + Cor3 + & Co. (Holdings) Limited + March + 14, 2023 + - + - + - + Cayman + Islands + Investment + holding + + + + + + + + + + + + Treasure + Zenith Limited + July + 11, 2022 + 100% + 100% + 100% + British + Virgin Islands + Investment + holding + + + + + + + + + + + + HI + Style Apparel Sdn. Bhd. + April + 22, 2008 + 100% + 100% + 100% + Malaysia + Trading + in garment, shoes and articles of clothing + + + + + + + + + + + + HI + Style (Singapore) Pte. Ltd. + February + 6, 2014 + 60% + 60% + 60% + Singapore + Trading + in garment, shoes and articles of clothing + + + + + + + + + + + + Sby + Fashion Sdn. Bhd. + August + 18, 2014 + 100% + 100% + 100% + Malaysia + Retailing + in garments, shoes and articles of clothing + + + + + + + + + + + + Sub + Crew Apparel Sdn. Bhd. + March + 18, 2019 + 100% + 100% + 100% + Malaysia + Retail + sale of articles of clothing, articles of fur and clothing accessories + + + + + + + + + + + + Immence + Sdn. Bhd. + December + 23, 2021 + 95% + 95% + 95% + Malaysia + Wholesale + of a variety of goods without any particular specialization N.E.C. + + + + + + F-68 + + + + + + + +Non-controlling +interests ("NCI") + + + +The +following table illustrates the summarized financial information of the Group s material NCI (and not the Group s share of +those amounts), adjusted for difference in accounting policies between the Group and the subsidiary, if any. + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Revenue + 2,083,214 + 3,196,221 + 3,041,249 + + + Loss + before tax + (382,742) + (155,616) + (862,434) + + + Income + tax expenses + - + - + - + + + Loss + after tax + (382,742) + (155,616) + (862,434) + + + Loss + allocated to NCI + (153,097) + (62,246) + (344,974) + + + Other + comprehensive losses allocated to NCI + (1,231) + (9,230) + (361,120) + + + Total + comprehensive loss allocated to NCI + (154,328) + (71,476) + (706,094) + + + + + + + + + Cash + flows generated from operating activities + 1,314,492 + 1,584,088 + 1,034,668 + + + Cash + flows used in investing activities + - + (260,040) + (11,592) + + + Cash + flows used in financing activities + (1,383,790) + (1,332,178) + (973,236) + + + Net + cash (outflows)/inflows + (69,298) + (8,130) + 49,840 + + + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Current + assets + 664,497 + 1,018,977 + 737,980 + + + Non-current + assets + 1,039,435 + 1,600,784 + 828,634 + + + Current + liabilities + (1,971,532) + (2,454,397) + (2,923,501) + + + Non-current + liabilities + (286,199) + (619,451) + - + + + Net + liabilities + (553,799) + (454,087) + (1,356,887) + + + + + + + + + Accumulated + NCI + (221,520) + (181,635) + (542,755) + + + Less: + fair value adjustments + - + - + - + + + Adjusted + accumulated NCI + (221,520) + (181,635) + (542,755) + + + + + + F-69 + + + + + + + +Reorganization + + + +In +order to facilitate the Company s initial public offering, the Company completed a series of reorganization transactions (the "Reorganization +Exercise"), whereby, each of the operating and holding entities under the controlling shareholder s common control before +and after the Reorganization Exercise, were ultimately contributed to the Company: + + + +The +Company was incorporated in the Cayman Islands on March 14, 2023 under the Companies Act (2023 Revision) of the Cayman Islands as an +exempted company with limited liability. The authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares, at par +value of US$0.001 each. Upon incorporation, one share was held by Soaring Fame. On March 15, 2023, Soaring Fame, Vantage Success, Emprise +Ahead, Shao Qi and Alpha Summit subscribed for 8,709, 490, 343, 147 and 310 Shares for cash at par respectively. + + + +Treasure +Zenith was incorporated in the British Virgin Islands as a limited liability company on July 11, 2022 and is authorized to issue a maximum +of 50,000 shares with a par value of US$1.00 each. On incorporation one share was allotted and issued to Soaring Fame on December 12, +2022. On January 20, 2023, Soaring Fame, Alpha Summit, Vantage Success subscribed for 9,195, 310 and 490 shares for cash at par. On January +21, 2023, Emprise Ahead and Shao Qi acquired 343 and 147 shares in Treasure Zenith from Soaring Fame, representing approximately 3.43% +and 1.47% of the shareholding interest in Treasure Zenith. On May 26, 2023, Soaring Fame transferred 442 and 338 shares in Treasure Zenith +to Summit Knight and Harmonic Charm for cash at par and for US$160,000, respectively, representing approximately 4.42 % and 3.38% of +the shareholding interest in Treasure Zenith. + + + +On +May 26, 2023, Soaring Fame transferred 442 and 338 Ordinary Shares to Summit Knight and Harmonic Charm both for cash at par, representing +approximately 4.42 % and 3.38% of the entire share capital of the Company before the offering. As part of a group reorganization, the +Company acquired the respective entire issued shares in Treasure Zenith from Soaring Fame, Alpha Summit, Vantage Success, Emprise Ahead, +Shao Qi, Summit Knight and Harmonic Charm in consideration of the Company allotting and issuing 8,001,370, 312,790, 494,410, 346,087, +148,323, 445,978 and 341,042 Ordinary Shares to them, respectively, credited as fully paid. + + + +The +Reorganization was completed on November 17, 2023. As a result of the Reorganization, the Company became the holding company for a group +of companies that will be referred to as the Group. Accordingly, the consolidated financial statements have been presented using the +pooling of interest method whereby the Company is shown as if it had been the holding company from the beginning of the first reporting +period presented because all the companies in the Group where under common control. + + + + F-70 + + + + + + + + + 2 + MATERIAL + ACCOUNTING POLICY INFORMATION + + + + +BASIS +OF PREPARATION – These financial statements have been prepared in accordance with International Financial Reporting Standards +("IFRS") under the historical cost convention, except as disclosed in the accounting policies below. + + + +The +preparation of these financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying +the Group s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving +a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are +disclosed in Note 3. + + + +Adoption +of new and amended standards and interpretations + + + +The +accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group +has adopted all the new and amended standards which are relevant to the Group and are effective for annual financial period beginning +on 1 April 2023. The adoption of these standards did not have any material effect on the financial statements of the Group. + + + +New +standards, amendments and interpretations issued but not yet effective + + + +There +are a number of standards, amendments to standards, and interpretations, which have been issued by the International Accounting Standards +Board, that are effective in future accounting periods and the Group has not decided to early adopt. + + + +The +Group is currently evaluating the potential impact of adopting these standards on its consolidated financial statements and related disclosures +in the year of initial application. + + + + F-71 + + + + + + + + + Description + + Effective + date (annual periods beginning on or after) + + + + + + + + IAS + 1 and Practice Statement 2 - Non-current Liabilities with Covenants + + + 1 + January 2024 + + + + + + + + Amendments + to IAS 7 and IFRS 7 - Supplier Finance Arrangements + + + 1 + January 2024 + + + + + + + + Amendments + to IFRS 16 - Lease Liability in a Sale and Leaseback + + + 1 + January 2024 + + + + + + + + Amendments + to IAS 21 - Lack of Exchangeability + + + 1 + January 2025 + + + + + + + + Annual + Improvements to IFRS 10, IFRS 9, IFRS 1, IAS 7, IFRS 7 + + + 1 + January 2026 + + + + + + + + Amendments + to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments + + + 1 + January 2026 + + + + + + + + IFRS + 18 - Presentation and Disclosure in Financial Statements + + + 1 + January 2027 + + + + + + + + IFRS + 19 - Subsidiaries without Public Accountability: Disclosures + + + 1 + January 2027 + + + + + +BASIS +OF ACCOUNTING – The financial statements have been prepared in accordance with the historical cost basis, except as disclosed +in the accounting policies below, and are drawn up in accordance with the provisions of the IFRS. + + + +Historical +cost is generally based on the fair value of the consideration given in exchange for goods and services. + + + +Fair +value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants +at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating +the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market +participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure +purposes in these financial statements is determined on such a basis. + + + +In +addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which +the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, +which are described as follows: + + + + + + + Level + 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement + date; + + + + + Level + 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly + or indirectly; and + + + + + Level + 3 inputs are unobservable inputs for the asset or liability. + + + + +The +Company s policy is to recognize transfers into and transfers out of any of the three levels as of the date of the event or change +in circumstances that caused the transfer. + + + + F-72 + + + + + + + +BASIS +OF CONSOLIDATION + + + + + + (a) + Consolidation + + + + +As +the Group were under same control of the controlling shareholders and their entire equity interests were also ultimately held by the +controlling shareholders immediately prior to the group reorganization, the consolidated statements of profit or loss and other comprehensive +income, consolidated statements of changes in equity and consolidated statements of cash flows statements are prepared as if the current +group structure had been in existence throughout the three-year period ended March 31, 2024, or since the respective dates of incorporation/establishment +of the relevant entity, where this is a shorter period. The consolidated statements of financial positions as at March 31, 2022, 2023 +and 2024 present the assets and liabilities of the aforementioned companies now comprising the Group which had been incorporated/established +as at the relevant balance sheet date as if the current group structure had been in existence at those dates based on the same control +aforementioned. The Company eliminates all significant intercompany balances and transactions in its consolidated financial statements. + + + +Subsidiary +corporations are all entities (including structured entities) over which the Group has control. The Group controls an entity when the +Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns +through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the +Group. They are deconsolidated from the date on that control ceases. + + + +In +preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are +eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred +asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted +by the Group. + + + +Non-controlling +interests comprise the portion of a subsidiary corporation s net results of operations and its net assets, which is attributable +to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated +statement of comprehensive income, statement of changes in equity, and balance sheet. Total comprehensive income is attributed to the +non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests +having a deficit balance. + + + +Acquisition +of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the consolidated +financial statements of the Company are a continuation of the acquired entities and is accounted for as follows: + + + + + + (i) + The + results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented + in the financial statements; + + + + + + + + + (ii) + The + Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments + are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would + otherwise be done under the acquisition method; and + + + + + + + + + (iii) + No + new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill + relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected + within equity as merger reserve or deficit. + + + + + F-73 + + + + + + + + + + (b) + Acquisitions + under common control + + + + +The +consolidated financial statements of the Group are a combination or aggregation of the financial statements of the Company and its subsidiaries +after the Reorganization Exercise carried out in the financial year ended March 31, 2024. The Reorganization Exercise involved companies +which are under common control. The consolidated financial statements of the Group for the financial year ended March 31, 2024 have been +prepared in a manner similar to the "pooling-of-interest" method. Such manner of presentation reflects the economic substance +of the combining companies as a single economic enterprise, although the legal parent-subsidiary relationship was not established until +after the end of the reporting period. + + + +Business +combination arising from transfers of interest in entities that are under common control are accounted for as if the acquisition had +occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. +For this purposes, comparatives may be restated. The assets and liabilities acquired are recognized at the carrying amounts recognized +previously and no adjustments are made to reflect the fair values or to recognize any new assets or liabilities, including no goodwill +is recognized as a result of the combination. The components of equity of the acquired entities are added to the same components within +the Group s and the Company s equity. Any difference between the consideration paid for the acquisition and share capital +of acquirees is recognized directly to equity as merger reserve. + + + + + + (c) + Disposals + + + + +When +a change in the Group s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, +the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other +comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if +required by a specific Standard. + + + +Any +retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest +at the date when control is lost, and its fair value is recognized in profit or loss. + + + + + + (d) + Transactions + with non-controlling interests + + + + +Changes +in the Group s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation +are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the +non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity +holders of the Company. + + + + F-74 + + + + + + + +CONVENIENCE +TRANSLATION + + + +Translations +of amounts in the consolidated statement of financial position, consolidated statements of profit or loss and other comprehensive income, +and consolidated statement of cash flows from RM into USD as of and for the year ended March 31, 2024 are solely for the convenience +of the reader and were calculated at the noon buying rate of USD1 = RM4.7245, as published in H.10 statistical release of the United +States Federal Reserve Board. No representation is made that the RM amounts could have been, or could be, converted, realized or settled +into USD at such rate or at any other rate. + + + +FINANCIAL +ASSETS + + + + + + + Classification + and measurement + + + + +The +Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized +cost. + + + +The +classification depends on the Group s business model for managing the financial assets as well as the contractual terms of the +cash flows of the financial assets. + + + +At +subsequent measurement - Debt instrument - Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding +prepayments). + + + +Debt +instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and +interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not +part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these +financial assets is included in interest income using the effective interest rate method. + + + +The +Group recognizes a loss allowance for ECL on financial assets which are subject to impairment assessment under IFRS 9. The amount of +ECL is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. +The Group always recognizes lifetime ECL for accounts receivables. The ECL on these financial assets are estimated using a provision +matrix based on the Group s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic +conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time +value of money where appropriate. For all other financial instruments, the Group measures the loss allowance equal to 12-month ECL, unless +when there has a significant increase in credit risk since initial recognition, the Group recognizes lifetime ECL. The assessment of +whether lifetime ECL should be recognized is based on significant increase in the likelihood or risk of a default occurring since initial +recognition. + + + +Significant +increase in credit risk + + + +In +assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring +on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date +of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable +and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking +information considered includes the future prospects of the industries in which the Group s debtors operate, obtained from economic +expert reports, financial analysts, governmental bodies, relevant think-tanks and other similar organizations, as well as consideration +of various external sources of actual and forecast economic information that relate to the Group s operations. + + + +In +particular, the following information is taken into account when assessing whether credit risk has increased significantly: + + + + + + + an + actual or expected significant deterioration in the financial instrument s external (if available) or internal credit rating; + + + + F-75 + + + + + + + + + + + significant + deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default + swap prices for the debtor; + + + + + + + + + + existing + or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the + debtor s ability to meet its debt obligations; + + + + + + + + + + an + actual or expected significant deterioration in the operating results of the debtor; + + + + + + + + + + significant + increases in credit risk on other financial instruments of the same debtor; + + + + + + + + + + an + actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results + in a significant decrease in the debtor s ability to meet its debt obligations. + + + + +Irrespective +of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition +when contractual payments are more than 60 days past due, unless the Group has reasonable and supportable information that demonstrates +otherwise. + + + + + + + Recognition + and derecognition + + + + +Regular +way purchases and sales of financial assets are recognized on trade date – the date on which the Group commits to purchase or sell +the asset. + + + +Financial +assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the +Group has transferred substantially all risks and rewards of ownership. + + + +On +disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss. + + + + F-76 + + + + + + + +FINANCIAL +LIABILITIES AND EQUITY INSTRUMENTS + + + +Classification +as debt or equity + + + +Debt +and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with substance +of the contractual arrangements and the definitions of a financial liability and an equity instrument. + + + +Equity +instruments + + + +An +equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. +Equity instruments issued by a Group are recognized at the proceeds received, net of direct issue costs. + + + +Financial +liabilities + + + +Except +for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently +measured at amortized cost using the effective interest method. + + + +The +effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over +the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees +and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) +through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability. + + + +Derecognition +of financial liabilities + + + +The +Group derecognizes financial liabilities when, and only when, the Group s obligations are discharged, cancelled or expired. The +difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any +non-cash assets transferred or liabilities assumed, is recognized in profit or loss. + + + +Offsetting +financial instruments + + + +Financial +assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset +and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. + + + + F-77 + + + + + + + +PROPERTY, +PLANT AND EQUIPMENT + + + + + + (a) + Measurement + + + + + + + (i) + Property, + plant and equipment + + + + +Property, +plant and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment +losses. + + + + + + (ii) + Components + of costs + + + + +The +cost of an item of property, plant and equipment initially recognized includes its purchase price and any cost that is directly attributable +to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. + + + + + + (iii) + Revaluation + + + + +Headquarter +and directors freehold land and buildings are revalued by independent professional valuers on a triennial basis and whenever their +carrying amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any accumulated depreciation +at the date of revaluation is eliminated against the gross carrying amount of the asset. The net amount is then restated to the revalued +amount of the asset. + + + +Increases +in carrying amounts arising from revaluation, including currency translation differences, are recognized in other comprehensive income +and accumulated in equity, unless they reverse a revaluation decrease of the same asset previously recognized in profit or loss. In this +case, the increase is recognized in profit or loss. Decreases in carrying amounts are recognized in other comprehensive income to the +extent of any credit balance existing in the equity in respect of that asset and reduces the amount accumulated in equity. All other +decreases in carrying amounts are recognized in profit or loss. + + + + + + (b) + Depreciation + + + + + +Freehold +land is not depreciated. Depreciation on other items of property, plant and equipment is calculated using the straight-line method to +allocate their depreciable amounts over their estimated useful lives as followed; + + + + + Buildings + 1% + + + Office + equipment + 10%-12% + + + Furniture + and fittings + 10% + + + Display + mannequin + 10% + + + Computer + and software + 10% + + + Motor + vehicles + 10% + + + Renovation + 10% + + + Others + 10% + + + + + +The +residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, +at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise. + + + + F-78 + + + + + + + + + + (c) + Subsequent + expenditure + + + + +Subsequent +expenditure relating to property, plant and equipment that has already been recognized is added to the carrying amount of the asset only +when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured +reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred. + + + + + + (d) + Disposal + + + + +On +disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognized +in profit or loss within "administrative expenses". Any amount in revaluation reserve relating to that item is transferred +to retained profits directly. + + + +INVESTMENT +PROPERTY + + + +Investment +property includes the portion of property that is held for long-term rental yields and/or for capital appreciation or for a currently +indeterminate use. Investment property includes property that are being constructed or developed for future use, if any, as investment +property. + + + +Freehold +land is not depreciated. Investment property is initially recognized at cost including its transaction costs and subsequently carried +at cost less any impairment losses. + + + +The +residual values, useful life and depreciation method of investment property is reviewed and adjusted as appropriate, at the end of each +financial year. The effects of any revision are included in profit or loss when the changes arise. + + + +Investment +property is subject to renovations or improvements at regular intervals. The cost of major renovations and improvements is capitalized +and the carrying amounts of the replaced components are recognized in profit or loss. The cost of maintenance, repairs and minor improvements +is recognized in profit or loss when incurred. + + + +On +disposal of an investment property, the difference between the disposal proceeds and the carrying amount is recognized in profit or loss. + + + + F-79 + + + + + + + +INVENTORIES + + + +Inventories +are carried at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. The cost of finished +goods comprises finished goods and other direct costs, if any (based on normal operating capacity). Cost also includes any gains or losses +on qualifying cash flow hedges of foreign currency purchases of inventories. Net realizable value is the estimated selling price in the +ordinary course of business, less the estimated costs of completion and applicable variable selling expenses. When necessary, allowance +is provided for damaged, obsolete and slow moving items to adjust the carrying value of inventories to the lower of cost and net realizable +value. + + + +TRADE +AND OTHER RECEIVABLES + + + +A +receivable is recognized when the group has an unconditional right to receive consideration. A right to receive consideration is unconditional +if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group +has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain +a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing +component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated +at amortized cost, using the effective interest method and including an allowance for credit losses. + + + +IMPAIRMENT +OF NON-FINANCIAL ASSETS + + + +Property, +plant and equipment are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. + + + +For +the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) +is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from +other assets. If this is the case, the recoverable amount is determined for the Cash Generating units ("CGU") to which the +asset belongs. + + + +If +the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) +is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment +loss in profit or loss. + + + +An +impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset s +recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable +amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization +or depreciation) had no impairment loss been recognized for the asset in prior years. + + + +A +reversal of impairment loss for an asset other than goodwill is recognized in profit or loss. + + + + F-80 + + + + + + + +TRADE +AND OTHER PAYABLES + + + +Trade +and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. +They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business +if longer). Otherwise, they are presented as non-current liabilities. + + + +Trade +and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. + + + +BANK +BORROWINGS + + + +Borrowings +are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the +balance sheet date, in which case they are presented as non-current liabilities. + + + + + + (a) + Borrowings + - Borrowings are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any + difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period + of the borrowings using the effective interest method. + + + + + + + (b) + Borrowing + costs - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are + assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those + assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary + investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for + capitalization. + + + + +All +other borrowing costs are recognized in profit or loss in the period in which they are incurred. + + + + F-81 + + + + + + + +LEASES + + + +When +the Group is the lessee + + + +At +the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys +the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required +when the terms and conditions of the contract are changed. + + + + + + + Right-of-use + assets + + + + +The +Group recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets +are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the +commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been +obtained are added to the carrying amount of the right- of-use assets. + + + +The +right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of +the useful life of the right-of-use asset or the end of the lease term. + + + + + + + Lease + liabilities + + + + +The +initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in +the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing +rate. + + + +Lease +payments include the following: + + + + + + - + Fixed + payment (including in-substance fixed payments), less any lease incentives receivables; + + + + + + + - + Variable + lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date; + + + + + + + - + Amount + expected to be payable under residual value guarantees; + + + + + + + - + The + exercise price of a purchase option if is reasonably certain to exercise the option; and + + + + + + + - + Payment + of penalties for terminating the lease, if the lease term reflects the Group exercising that option. + + + + +For +contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis +of the relative stand-alone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component +for property leases and account these as one single lease component. + + + + F-82 + + + + + + + +Lease +liability is measured at amortized cost using the effective interest method. Lease liability shall be remeasured when: + + + + + + - + There + is a change in future lease payments arising from changes in an index or rate; + + + + + + + - + There + is a change in the Group s assessment of whether it will exercise an extension option; or + + + + + + + - + There + is modification in the scope or the consideration of the lease that was not part of the original term. + + + + +Lease +liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying +amount of the right-of-use asset has been reduced to zero. + + + + + + + Short-term + and low-value leases + + + + +The +Group has elected to not recognized right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months +or less and leases of low value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis +over the lease term. + + + + + + + Variable + lease payments + + + + +Variable +lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease +liability. The Group shall recognize those lease payments in profit or loss in the periods that triggered those lease payments. + + + + F-83 + + + + + + + +EMPLOYEE +BENEFITS + + + +Employee +benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset. + + + + + + (a) + Defined + contribution plans + + + + +Defined +contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the +Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions +have been paid. + + + + + + (b) + Employee + leave entitlement + + + + +Employee +entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual +leave as a result of services rendered by employees up to the balance sheet date. + + + +PROVISIONS + + + +Provisions +are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group +will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. + + + +The +amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the +reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the +cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. + + + +When +some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is +recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured +reliably. + + + +FINANCIAL +GUARANTEE CONTRACTS + + + +The +Company has issued corporate guarantees to bank for banking facilities granted by them to a subsidiary and this guarantee qualify as +financial guarantees because the Company is required to reimburse the banks if this subsidiary breach any repayment terms. + + + +Financial +guarantee contract liabilities are measured initially at their fair values plus transaction costs and subsequently at the higher of the +amount of the loss allowance and the amount initially recognized less cumulative amortization in accordance with IFRS15 previously. + + + + F-84 + + + + + + + +REVENUE +RECOGNITION + + + +Revenue +is recognized when the Company satisfies its performance obligations by transferring control of promised products or services to its +customers at a point in time. Control is transferred when the customer obtains the ability to direct the use of and obtain substantially +all of the remaining benefits from the products or services. The amount of revenue recognized is the amount of consideration to which +the Company expects to be entitled, including estimation of sale terms that may create variability in the consideration. Revenue is recognized +at the point-in-time of the transfer goods. Receipt of payments occurs concurrent with the transfer of control of asset to the customer. +Revenue subject to variability is constrained to an amount which will not result in a significant reversal in future periods when the +contingency that creates variability is resolved. Trade discounts, rebates and other similar items are deducted in determining the revenue +of the Company. + + + + + + (i) + Physical + retail revenue + + + + +Retail +store and concession shop-in-shop revenues are recognized at the point-of-sale, when the transfer of control of the products take place +in the retail store. + + + + + + (ii) + E-commerce + revenue + + + + +Digital +revenue from sales of products ordered through the Company s e-commerce sites is recognized upon delivery and receipt (transfer +of control) of the shipment by its customers and includes shipping and handling charges paid by customers. Retail and digital revenues +are recorded net of estimated liabilities, which are estimated by developing an expected value based on historical experience. Payment +is due at the point of sale. + + + +GOVERNMENT +GRANTS AND SUBSIDIES + + + +Grants +from the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received +and the Group will comply with all the attached conditions. + + + +Government +grants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to +compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income. + + + +Grants +related to assets are presented as deferred income under trade and other payables. + + + +CASH +AND CASH EQUIVALENTS + + + +For +the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with +financial institutions which are subject to an insignificant risk of change in value. + + + +Pledged +deposits are for a tenure of 1 to 12 months which have been pledged to banks to secure bank overdraft facilities. + + + +SHARE +CAPITAL + + + +Ordinary +shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against +the share capital account. + + + + F-85 + + + + + + + +INCOME +TAX + + + +Current +income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using +the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates +positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers +whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based +on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty. + + + +Deferred +income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts +in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability +in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction. + + + +A +deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, +except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary +difference will not reverse in the foreseeable future. + + + +A +deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which +the deductible temporary differences and tax losses can be utilized. + + + +Deferred +income tax is measured: + + + + + + (i) + at + the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability + is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and + + + + + + + (ii) + based + on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle + the carrying amounts of its assets and liabilities except for investment property. Investment property measured at fair value is + presumed to be recovered entirely through sale. + + + + + F-86 + + + + + + + +Current +and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business +combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against +goodwill on acquisition. + + + +The +Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits +where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be +available against which the unused tax credits can be utilized. + + + +FOREIGN +CURRENCY TRANSACTIONS + + + + + + (a) + Functional + and presentation currency + + + + +Items +included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment +in which the entity operates ("functional currency"). The financial statements are presented in Ringgit Malaysia ("RM"), +which is the functional currency of the Group and the Company. + + + +The +value of foreign currencies including, the United States dollar ("USD"), may fluctuate against the RM. Any significant variations +of the aforementioned currency relative to the RM may materially affect the Company s financial condition in terms of reporting +in RM. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: + + + + + + March 31, + + + + 2022 + 2023 + 2024 + + + RM to USD Year End + 0.2380 + 0.2266 + 0.2117 + + + RM to USD Average Rate + 0.2399 + 0.2248 + 0.2172 + + + + + + F-87 + + + + + + + + + + (b) + Transactions + and balances + + + + +Transactions +in a currency other than the functional currency ("foreign currency") are translated into the functional currency using the +exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and +from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date +are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets +and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings +in foreign currencies and net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency +translation reserve. + + + +When +a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate +share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal. + + + +Non-monetary +items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. + + + + + + (c) + Translation + of Group entities financial statements + + + + +The +results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a +functional currency different from the presentation currency are translated into the presentation currency as follows: + + + + + + (i) + assets + and liabilities are translated at the closing exchange rates at the reporting date; + + + + + + + (ii) + income + and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect + of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the + dates of the transactions); and + + + + + + + (iii) + all + resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation + reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control + of the foreign operation. + + + + +Fair +value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and +translated at the closing rates at the reporting date. + + + +RELATED +PARTIES + + + + + + (a) + A + person, or a close member of that person s family, is related to the group if that person: + + + + + + + (i) + has + control or joint control over the group; + + + + (ii) + has + significant influence over the group; or + + + + (iii) + is + a member of the key management personnel of the group or the group s parent. + + + + + + + (b) + An + entity is related to the group if any of the following conditions applies: + + + + + + + (i) + The + entity and the group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to + the others). + + + + (ii) + One + entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the + other entity is a member). + + + + (iii) + Both + entities are joint ventures of the same third party. + + + + (iv) + One + entity is a joint venture of a third entity and the other entity is an associate of the third entity. + + + + (v) + The + entity is a post-employment benefit plan for the benefit of employees of either the group or an entity related to the group. + + + + (vi) + The + entity is controlled or jointly controlled by a person identified in (a). + + + + (vii) + A + person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity + (or of a parent of the entity). + + + + (viii) + The + entity, or any member of a group of which it is a part, provides key management personnel services to the group or to the group s + parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that + person in their dealings with the entity. + + + + + F-88 + + + + + + + +(LOSS)/EARNINGS +PER SHARE + + + +The +Group presents basic and diluted (loss)/earnings per share data for its ordinary shares. Basic (loss)/earnings per share is calculated +by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares +outstanding during the year, adjusted for own shares held, if any. Diluted (loss)/earnings per share is determined by adjusting the profit +or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares +held, if any, for the effects of all dilutive potential ordinary shares. + + + +SEGMENT +REPORTING + + + +Operating +segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided +regularly to the group s most senior executive management for the purposes of allocating resources to, and assessing the performance +of, the group s various lines of business and geographical locations. + + + +Individually +material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics +and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, +the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments +which are not individually material may be aggregated if they share a majority of these criteria. + + + +RESERVES + + + +(i) +Merger reserve + + + +Merger +reserve represents the differences between the consideration paid, if any, and the issued and fully paid-up share capital of subsidiaries +acquired under common control that are accounted for by applying the "pooling-of-interest" method. + + + +(ii) +Capital reserve + + + +The +capital reserve represents effects of any revaluation increase arising on revaluation of headquarter and directors freehold land +and buildings. + + + +(iii) +Translation reserve + + + +Translation +reserve represent the foreign currency translation difference arising from the translation of the financial statements of companies within +the Group from their functional currency to the Group s presentation currency. + + + +(iv) +Accumulated losses + + + +Accumulated +losses comprise the cumulative net losses recognized in the Group s consolidated statements of profit or loss. + + + +GOING CONCERN + + + +During the year ended March 31, +2024, the Group generates substantial lower profit for the year amounting to approximately RM0.25 million (approximately US$0.05 million) +(2022: loss for the year RM 4.73 million; 2023: profit for the year RM4.46 million) and its current liabilities exceeded its current +assets by approximately RM16.27 million (approximately US$3.44 million) (2022: RM16.84 million; 2023: RM14.44 million). These circumstances +raise substantial doubt regarding the Group ability to continue as going concern. + + + +Management s plan to address +this doubt by continuing procure financing from private investors in the form issuances of rights, ordinary shares, or debts to raise +cash and working capital for the Group. Management may also contribute their own time at less than market rates for the services. The +Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell additional ordinary +an initial public offering that will provide adequate financial resources for management to continue to expand their operations. + + + +Management may not be successful +in raising additional funds via the means described above. These consolidated financial statements have been prepared on a going concern +basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + + F-89 + + + + + + + + + 3 + CRITICAL + ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY + + + + +In +the application of the Group s accounting policies, which are described in Note 2 to the financial statements, management is required +to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from +other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be +relevant. Actual results may differ from these estimates. + + + +The +estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period +in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods. + + + +Critical +judgements in applying the Group s accounting policies + + + +There +are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying +the Group s accounting policy and that has the most significant effect on the amounts recognized in the financial statements. + + + +Key +sources of estimation uncertainty + + + +The +key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a +significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are +disclosed below: + + + + + + (a) + Impairment + assessment for property, plant, and equipment (Note 4) and right-of-use assets (Note 6) + + + + +Property, +plant and equipment and right-of-use assets are tested for impairment when there is any objective evidence or indication that these assets +may be impaired. Impairment exists when the carrying value of an asset or cash-generating unit ("CGU") exceeds its recoverable +amount. + + + +The +recoverable amounts of property, plant and equipment and right-of-use assets have been determined based on higher of the fair value less +costs to sell or value-in use ("VIU") calculations. If the carrying amounts exceed the recoverable amounts, an impairment +is recognized to profit or loss for the differences. + + + +Property, +plant and equipment mainly consist of freehold land and buildings. Management has assessed that there were no objective evidence or indication +that the carrying amounts of the Group s property, plant and equipment may not be recoverable as at the end of reporting date. +Accordingly, impairment assessment is not required. + + + + + + (b) + Allowance + for inventory obsolescence (Note 7) + + + + +Management +focused on the risk that the carrying amount of inventories may not be stated at the lower of cost and net realizable value, the determination +of which requires the management to exercise significant judgement in estimating the net realizable value of the inventories. + + + +In +estimating the net realizable value of inventories, management considers the inventories ageing, fashion pattern, current economic +conditions, market demand, expectation of future prices and changes in customer preference of the respective inventories. + + + + F-90 + + + + + + + + + 4 + PROPERTY, + PLANT AND EQUIPMENT + + + + + + + At revaluation + At cost + + + + Headquarter freehold land and + buildings + Other freehold land and buildings + Office equipment + Furniture and fittings + Display Mannequin + Computer and software + Motor vehicles + Renovation + Others + Total + + + + RM + RM + RM + RM + RM + RM + RM + RM + RM + RM + + + At Revaluation / Cost + + + + + + + + + + + + + At April 1, 2021 and at March 31, 2021 + 11,500,000 + 1,250,000 + 1,405,018 + 6,490,305 + 364,780 + 588,445 + 993,359 + 9,076,927 + 340,904 + 32,009,738 + + + Addition + - + - + 3,099 + 133,381 + 8,600 + - + 293,655 + 451,527 + 14,300 + 904,562 + + + Disposal + - + - + (1,330) + (111,295) + - + - + (55,585) + (134,584) + - + (302,794) + + + Currency realignment + - + - + 146 + - + - + 189 + - + 7,213 + - + 7,548 + + + At March 31, 2022 + 11,500,000 + 1,250,000 + 1,406,933 + 6,512,391 + 373,380 + 588,634 + 1,231,429 + 9,401,083 + 355,204 + 32,619,054 + + + Addition + - + - + 25,956 + 214,920 + 2,149 + 13,199 + - + 678,546 + 137,880 + 1,072,650 + + + Elimination of accumulated depreciation on revaluation + (558,866) + - + - + - + - + - + - + - + - + (558,866) + + + Revaluation + 1,858,866 + - + - + - + - + - + - + - + - + 1,858,866 + + + Written off + - + - + (126,263) + (733,573) + (16,702) + (261,849) + - + (1,071,835) + (39,080) + (2,249,302) + + + Currency realignment + - + - + 1,108 + - + - + 1,318 + - + 57,308 + - + 59,734 + + + At March 31, 2023 + 12,800,000 + 1,250,000 + 1,307,734 + 5,993,738 + 358,827 + 341,302 + 1,231,429 + 9,065,102 + 454,004 + 32,802,136 + + + Addition + - + - + 46,595 + 614,770 + 976 + 41,297 + - + 781,324 + 55,776 + 1,540,738 + + + Elimination of accumulated depreciation on revaluation + - + (50,000) + - + - + - + - + - + - + - + (50,000) + + + Revaluation + - + 50,000 + - + - + - + - + - + - + - + 50,000 + + + Written off + - + - + (42,090) + (186,660) + - + - + - + (746,434) + - + (975,184) + + + Currency realignment + - + - + 1,231 + - + - + 1,266 + - + 63,110 + 75 + 65,682 + + + At March 31, 2024 + 12,800,000 + 1,250,000 + 1,313,470 + 6,421,848 + 359,803 + 383,865 + 1,231,429 + 9,163,102 + 509,855 + 33,433,372 + + + + + + + + + + + + + + + + Accumulated depreciation: + + + + + + + + + + + + + At April 1, 2021 and at March 31, 2021 + 332,328 + 12,500 + 948,912 + 3,105,831 + 187,491 + 396,682 + 477,963 + 5,087,335 + 220,096 + 10,769,138 + + + Addition + 152,831 + 12,500 + 101,078 + 581,750 + 49,130 + 31,933 + 117,424 + 776,385 + 29,033 + 1,852,064 + + + Disposal + - + - + (1,330) + (44,575) + - + - + (55,585) + (31,493) + - + (132,983) + + + Currency realignment + - + - + 132 + - + - + 188 + - + 7,213 + - + 7,533 + + + At March 31, 2022 + 485,159 + 25,000 + 1,048,792 + 3,643,006 + 236,621 + 428,803 + 539,802 + 5,839,440 + 249,129 + 12,495,752 + + + Addition + 73,707 + 12,500 + 99,535 + 564,989 + 33,212 + 31,497 + 117,423 + 781,282 + 34,919 + 1,749,064 + + + Written off + - + - + (113,145) + (600,960) + (14,180) + (258,552) + - + (732,512) + (37,853) + (1,757,202) + + + Revaluation + (558,866) + - + - + - + - + - + - + - + - + (558,866) + + + Currency realignment + - + - + 1,008 + - + - + 1,318 + - + 50,921 + - + 53,247 + + + At March 31, 2023 + - + 37,500 + 1,036,190 + 3,607,035 + 255,653 + 203,066 + 657,225 + 5,939,131 + 246,195 + 11,981,995 + + + Addition + 97,900 + 12,500 + 71,549 + 525,504 + 30,084 + 34,631 + 111,991 + 762,996 + 33,576 + 1,680,731 + + + Written off + - + - + (17,713) + (74,630) + - + - + - + (515,523) + - + (607,866) + + + Revaluation + - + (50,000) + - + - + - + - + - + - + - + (50,000) + + + Currency realignment + - + - + 1,031 + - + - + 1,266 + - + 45,227 + 8 + 47,532 + + + At March 31, 2024 + 97,900 + - + 1,091,057 + 4,057,909 + 285,737 + 238,963 + 769,216 + 6,231,831 + 279,779 + 13,052,392 + + + + + + + + + + + + + + + + Carrying amount: + + + + + + + + + + + + + At March 31, 2022 + 11,014,841 + 1,225,000 + 358,141 + 2,869,385 + 136,759 + 159,831 + 691,627 + 3,561,643 + 106,075 + 20,123,302 + + + + + + + + + + + + + + + + At March 31, 2023 + 12,800,000 + 1,212,500 + 271,544 + 2,386,703 + 103,174 + 138,236 + 574,204 + 3,125,971 + 207,809 + 20,820,141 + + + At March 31, 2024 + 12,702,100 + 1,250,000 + 222,413 + 2,363,939 + 74,066 + 144,902 + 462,213 + 2,931,271 + 230,076 + 20,380,980 + + + At March 31, 2024 (USD) + 2,688,560 + 264,578 + 47,076 + 500,358 + 15,677 + 30,670 + 97,833 + 620,441 + 48,698 + 4,313,891 + + + + + + F-91 + + + + + + + +As +of 31 March 2024, the Company acquired motor vehicles with an aggregate cost of RM Nil (2023: RM Nil; 2022: RM 293,655) by means of leases. +Included in the addition of property, plant and equipment is also the provision for reinstatement cost amounting to RM46,173 (2023: RM +85,400; 2022: RM 10,011) recognized during the year. As a results, the cash outflow on acquisition of property, plant and equipment and +right-of-use assets (motor vehicle) amounting to RM1,494,565 and RM Nil (2023: RM 987,250 and RM nil; 2022: RM600,896 and RM 38,955) +respectively as disclosed in the consolidated statements of cash flows. + + + +Motor +vehicles acquired under finance leasing arrangements were disclosed in Note 11 to the consolidated financial statements within lease +liabilities. + + + +As +of March 31, 2024, bank borrowings amounting to approximately RM8,880,000 (2023: RM9,702,000; 2022: RM8,514,000) is secured by the headquarter +and other freehold lands and buildings of the Group with carrying amount amounting to RM13,952,100 (2023: RM14,012,500; 2022: RM12,239,841). + + + +The +fair value of the above headquarter and other freehold lands and buildings the Company is determined based on a valuation performed on +by independent appraisers who hold a recognized and relevant professional qualification. The valuation was based on the comparison approach +and cross-checked by direct comparisons with transactions of comparable properties within the vicinity and elsewhere. + + + +As +of March 31, 2024, other freehold land and buildings with carrying amount amounting to RM1,250,000 (2023: RM1,212,500; 2022: RM1,225,000) +were held in trust by directors of the Company. + + + + F-92 + + + + + + + +Amounts +recognized in profit or loss + + + +Depreciation +of property, plant and equipment of the Company are charged to profit or loss and presented as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Depreciation of property, plant and equipment + 1,852,064 + 1,749,064 + 1,680,731 + + + Less: Depreciation of right-of-use assets classified within property, plant + and equipment (Note 6) + (100,229) + (100,229) + (69,165) + + + + 1,751,835 + 1,648,835 + 1,611,566 + + + + + + + 5 + INVESTMENT + PROPERTY + + + + +Investment +property – Freehold land + + + + + + 2022 + 2023 + 2024 + 2024 + + + Cost: + RM + RM + RM + USD + + + At April 1 + 679,771 + - + - + - + + + Disposal + (679,771) + - + - + - + + + At March 31 + - + - + - + - + + + + + + + + + + Accumulated depreciation: + + + + + + + At April 1 and at March 31 + - + - + - + - + + + + + + + + + + Carrying amount: + + + + + + + At March 31 + - + - + - + - + + + + + + + 6 + RIGHT-OF-USE + ASSETS + + + + + + + Presented in consolidated statements + of financial positions + Classified within property, plant + and equipment + + + + March 31, 2022 + Retail outlets + Motor vehicles + Total + + + Cost: + RM + RM + RM + + + At April 1, 2021 and at March 31, 2021 + 19,332,571 + 708,633 + 20,041,204 + + + Addition + 1,235,451 + 293,655 + 1,529,106 + + + Derecognition upon maturity of lease terms + (5,297,722) + - + (5,297,722) + + + Currency realignment + 33,341 + - + 33,341 + + + At March 31, 2022 + 15,303,641 + 1,002,288 + 16,305,929 + + + + + + + + + Accumulated depreciation: + + + + + + At April 1, 2021 and at March 31, 2021 + 12,042,758 + 245,270 + 12,288,028 + + + Addition + 5,564,576 + 100,229 + 5,664,805 + + + Derecognition upon maturity of lease terms + (5,297,722) + - + (5,297,722) + + + Currency realignment + 16,689 + - + 16,689 + + + At March 31, 2022 + 12,326,301 + 345,499 + 12,671,800 + + + + + + + + + Carrying amount: + + + + + + At March 31, 2022 + 2,977,340 + 656,789 + 3,634,129 + + + + + + F-93 + + + + + + + + + + Presented in consolidated statements + of financial positions + Classified within property, plant + and equipment + + + + March 31, 2023 + Retail outlets + Motor vehicles + Total + + + Cost: + RM + RM + RM + + + At April 1, 2022 and at March 31, 2022 + 15,303,641 + 1,002,288 + 16,305,929 + + + Addition + 12,542,782 + - + 12,542,782 + + + Derecognition upon maturity of lease terms + (11,812,966) + (310,633) + (12,123,599) + + + Currency realignment + 223,977 + - + 223,977 + + + At March 31, 2023 + 16,257,434 + 691,655 + 16,949,089 + + + + + + + + + Accumulated depreciation: + + + + + + At April 1, 2022 and at March 31, 2022 + 12,326,301 + 345,499 + 12,671,800 + + + Addition + 5,417,746 + 100,229 + 5,517,975 + + + Derecognition upon maturity of lease terms + (11,812,966) + (227,796) + (12,040,762) + + + Currency realignment + 150,981 + - + 150,981 + + + At March 31, 2023 + 6,082,062 + 217,932 + 6,299,994 + + + + + + + + + Carrying amount: + + + + + + At March 31, 2023 + 10,175,372 + 473,723 + 10,649,095 + + + + + + + + Presented in consolidated statements + of financial positions + Classified within property, plant + and equipment + + + + March 31, 2024 + Retail outlets + Motor vehicles + Total + + + Cost: + RM + RM + RM + + + At April 1, 2023 and at March 31, 2023 + 16,257,434 + 691,655 + 16,949,089 + + + Addition + 5,506,443 + - + 5,506,443 + + + Derecognition upon maturity of lease terms + (4,235,423) + - + (4,235,423) + + + Currency realignment + 166,721 + - + 166,721 + + + At March 31, 2024 + 17,695,175 + 691,655 + 18,386,830 + + + + + + + + + Accumulated depreciation: + + + + + + At April 1, 2023 and at March 31, 2023 + 6,082,062 + 217,932 + 6,299,994 + + + Addition + 6,922,371 + 69,165 + 6,991,536 + + + Derecognition upon maturity of lease terms + (4,235,423) + - + (4,235,423) + + + Currency realignment + 101,412 + - + 101,412 + + + At March 31, 2024 + 8,870,422 + 287,097 + 9,157,519 + + + + + + + + + Carrying amount: + + + + + + At March 31, 2024 + 8,824,753 + 404,558 + 9,229,311 + + + At March 31, 2024 (USD) + 1,867,870 + 85,630 + 1,953,500 + + + + + + F-94 + + + + + + + +During +the year, the Company capitalized the lease contracts with an aggregate cost of RM5,506,443 (2023: RM12,542,782; 2022: RM1,490,151). +As of March 31, 2024, included in the addition of right-of-use assets is also the cash outflow amounted to RM Nil (2023: RM Nil; 2022: +RM 38,955) recognized during the year as disclosed in the consolidated statements of cash flows. + + + + + 7 + INVENTORIES + + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Trading stock, at cost + 6,209,077 + 9,366,223 + 10,052,025 + 2,127,637 + + + Less: Allowance for inventory obsolescence + (1,200,832) + (726,352) + (494,695) + (104,708) + + + + + + + + + + + 5,008,245 + 8,639,871 + 9,557,330 + 2,022,929 + + + + + + + + + + The movement in allowance for inventory obsolescence was as follow: + + + + + + + At the beginning of year + (871,003) + (1,200,832) + (726,352) + (153,742) + + + (Allowance)/Reversal for inventory obsolescence, net + (329,829) + 474,483 + 231,684 + 49,039 + + + Currency realignment + - + (3) + (27) + (5) + + + At the end of year + (1,200,832) + (726,352) + (494,695) + (104,708) + + + + + +The +cost of inventories recognized as an expense and included in "cost of sales" line item in profit or loss amounting to RM25,175,340 +(2023: RM22,928,120; 2022: RM13,411,945). + + + +The +Group carried out a review of the realizable value of its inventories and the review led to the (allowance)/reversal for inventories +obsolescence of RM231,684 (2023: RM474,483; 2022: RM329,829) recognized in profit or loss. The (allowance)/reversal for inventory obsolescence +is included in "cost of sales" line item in profit or loss. + + + +Taking +into account factors impacting the inventory provisioning including trading assumptions being 5% higher or lower than expected, this +would result a potential outcome in an increase or decrease of the allowance for inventory obsolescence amounting to approximately RM478,000 +(2023: RM432,000; 2022: RM250,000) in profit or loss. + + + + + 8 + OTHER + RECEIVABLES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Current + + + + + + + Refundable deposits + 3,317,340 + 1,862,712 + 1,646,168 + 348,433 + + + Prepayments + 262,692 + 184,983 + 129,184 + 27,343 + + + Sundry receivables + 132,795 + 110,781 + 121,699 + 25,758 + + + Deferred Initial Public Offering expenses + - + 3,028,574 + 4,671,107 + 988,699 + + + Advance to third parties suppliers + - + - + 1,490,064 + 315,391 + + + Total current + 3,712,827 + 5,187,050 + 8,058,222 + 1,705,624 + + + + + + + + + + Non-current + + + + + + + Refundable deposits + 805,044 + 2,470,345 + 2,504,136 + 530,032 + + + Total non-current + 805,044 + 2,470,345 + 2,504,136 + 530,032 + + + Total + 4,517,871 + 7,657,395 + 10,562,358 + 2,235,656 + + + + + + F-95 + + + + + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Singapore dollar + 342,766 + 606,840 + 344,784 + + + + + + + 9 + CASH + AND CASH EQUIVALENTS + + + + +For +the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise the following: + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + Cash in banks and on hand + 289,841 + 891,826 + 1,119,887 + 237,038 + + + Fixed deposits + 435,171 + 715,171 + 776,552 + 164,367 + + + + 725,012 + 1,606,997 + 1,896,439 + 401,405 + + + Less: restricted cash - pledged fixed deposits + (435,171) + (715,171) + (776,552) + (164,367) + + + Total + 289,841 + 891,826 + 1,119,887 + 237,038 + + + + + +Fixed +deposits will mature within 1 to 12 months (2023: 1 to 12 months; 2022: 1 to 12 months) from the year end and the effective interest +rate on the fixed deposits ranging between 1.85% and 2.70% (2023: 1.75% and 2.55%; 2022: 1.60% and 1.75 %) per annum. + + + +The +restricted cash which has restriction in use and its movement mainly pertain to the additional collaterals secured for the bank facilities +as disclosed in the note 11 to the consolidated financial. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Singapore dollar + 36,672 + 28,541 + 78,381 + + + + + + F-96 + + + + + + + + + 10 + TRADE + AND OTHER PAYABLES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + Trade payables + 9,840,581 + 6,816,024 + 8,768,658 + 1,855,997 + + + Accrued payroll expenses + 1,219,393 + 1,419,396 + 1,823,804 + 386,031 + + + Accrued operating expenses + 96,189 + 1,640,593 + 1,971,602 + 417,314 + + + Payables for purchase of property, plant and equipment + - + 440,171 + 1,226,749 + 259,657 + + + Sundry payables + 1,273,806 + 540,830 + 510,906 + 108,137 + + + Utilities payables + 4,684,857 + 4,168,408 + 2,992,929 + 633,491 + + + Amounts due to directors + - + 1,105,043 + 1,828,491 + 387,023 + + + Goods and services tax payable + 2,554 + 10,757 + 9,273 + 1,963 + + + Provision of reinstatement costs + 314,724 + 400,673 + 411,981 + 87,201 + + + Provision of litigation claim + - + 150,000 + 150,000 + 31,749 + + + Total + 17,432,104 + 16,691,895 + 19,694,393 + 4,168,563 + + + + + + + + + + Provision of reinstatement costs: + + + + + + + At the beginning of year + 303,861 + 314,724 + 400,673 + 84,807 + + + Provision recognized during the year + 10,011 + 85,400 + 46,173 + 9,773 + + + Reversal + - + (7,000) + (43,992) + (9,311) + + + Currency realignment + 852 + 7,549 + 9,127 + 1,932 + + + At the end of year + 314,724 + 400,673 + 411,981 + 87,201 + + + + + + + + + + Provision of litigation claim: + + + + + + + At the beginning of year + - + - + 150,000 + 31,749 + + + Provision recognized during the year + - + 150,000 + - + - + + + At the end of year + - + 150,000 + 150,000 + 31,749 + + + + + +Trade +payables are unsecured, non-interest bearing and generally on 7 to 60 (2023: 7 to 60; 2022: 7 to 60) days credit terms. + + + +Amounts +due to directors, sundry and utilities payables are non-trade in nature, unsecured, interest-free, and repayable on demand. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Singapore dollar + 879,282 + 607,272 + 359,596 + + + United States dollar + - + 2,305,808 + 2,957,789 + + + Hong Kong dollar + - + 4,565 + 4,565 + + + + + + F-97 + + + + + + + + + 11 + BORROWINGS + + + + + + + 2022 + 2023 + 2024 + 2024 + + + Current + RM + RM + RM + USD + + + - Lease liabilities + + + + + + + i) Operating leases + 2,295,671 + 5,516,806 + 5,843,346 + 1,236,818 + + + ii) Finance leases + 71,466 + 81,950 + 85,776 + 18,156 + + + + 2,367,137 + 5,598,756 + 5,929,122 + 1,254,974 + + + - Bank borrowings + 1,355,171 + 2,061,202 + 2,253,355 + 476,951 + + + - Other bank borrowings + 4,946,096 + 5,535,128 + 7,374,097 + 1,560,821 + + + + 8,668,404 + 13,195,086 + 15,556,574 + 3,292,746 + + + + + + + + + + Non-current + + + + + + + - Lease liabilities + + + + + + + i) Operating leases + 854,191 + 4,921,191 + 3,381,787 + 715,798 + + + ii) Finance leases + 430,253 + 341,646 + 256,751 + 54,345 + + + + 1,284,444 + 5,262,837 + 3,638,538 + 770,143 + + + - Bank borrowings + 11,193,936 + 12,382,919 + 10,081,595 + 2,133,897 + + + + 12,478,380 + 17,645,756 + 13,720,133 + 2,904,040 + + + Total borrowings + 21,146,784 + 30,840,842 + 29,276,707 + 6,196,786 + + + + + + + + + + Represented by: + + + + + + + - Lease liabilities + + + + + + + i) Operating leases + 3,149,862 + 10,437,997 + 9,225,133 + 1,952,616 + + + ii) Finance leases + 501,719 + 423,596 + 342,527 + 72,501 + + + + 3,651,581 + 10,861,593 + 9,567,660 + 2,025,117 + + + - Bank borrowings + 12,549,107 + 14,444,121 + 12,334,950 + 2,610,848 + + + - Other bank borrowings + 4,946,096 + 5,535,128 + 7,374,097 + 1,560,821 + + + + 21,146,784 + 30,840,842 + 29,276,707 + 6,196,786 + + + + + + F-98 + + + + + + + + + + (A) + Leases + + + + +The +Company has lease contracts for retail outlets and motor vehicles. The Company s obligations under these finance leases are secured +by the lessors title to the leased assets. There are several lease contracts that include extension options which are further +discussed below. + + + +The +Company also has certain leases of retail outlets and office equipments with lease terms of 12 months and low-value leases. The Company +applies the "short-term lease" recognition exemptions for these leases. + + + +Lease +liabilities + + + +The +carrying amounts of lease liabilities and the movements during the year are disclosed elsewhere in the financial statements and the maturity +analysis of lease liabilities is disclosed in Note 27(c)(v) to the consolidated financial statements. + + + +Amounts +recognized in profit or loss + + + + + + 2022 + 2023 + 2024 + Total + + + + RM + RM + RM + USD + + + Depreciation of right-of-use assets (Note 6) + 5,664,805 + 5,517,975 + 6,991,536 + 1,479,847 + + + Interest expense on lease liabilities (Note 21) + 349,646 + 549,948 + 735,162 + 155,607 + + + Lease expense not capitalized in lease liabilities: + + + + + + + - Expenses relating to short-term and low value leases (Note 19) + 4,002,098 + 6,249,316 + 4,931,015 + 1,043,712 + + + Total amount recognized in profit or loss + 10,016,549 + 12,317,239 + 12,657,713 + 2,679,166 + + + + + +Total +cash outflows + + + +The +Company had total cash outflows for leases of RM12,533,086 (2023: RM12,208,648; 2022: RM10,164,481). + + + + + + (B) + Bank + borrowings: + + + + + + + 2022 + 2023 + 2024 + 2024 + + + Current + RM + RM + RM + USD + + + - Term loan I + 292,350 + 315,515 + 372,074 + 78,754 + + + - Term loan II + 82,612 + 57,805 + 32,258 + 6,828 + + + - Term loan III + 95,042 + 107,512 + 80,713 + 17,084 + + + - Term loan IV + 226,518 + 262,475 + 334,231 + 70,744 + + + - Term loan V + 11,111 + 12,278 + 15,164 + 3,210 + + + - Term loan VI + 215,839 + 223,478 + 231,464 + 48,992 + + + - Term loan VII + 235,082 + 251,739 + 269,640 + 57,073 + + + - Term loan VIII + 190,490 + 201,109 + 218,241 + 46,193 + + + - Term loan IX + 6,127 + - + - + - + + + - Term loan X + - + 86,203 + 96,138 + 20,349 + + + - Term loan XI + - + 543,088 + 603,432 + 127,724 + + + + + + + + + + + 1,355,171 + 2,061,202 + 2,253,355 + 476,951 + + + Non-current + + + + + + + - Term loan I + 720,514 + 436,665 + 65,406 + 13,844 + + + - Term loan III + 172,802 + 73,545 + - + - + + + - Term loan IV + 8,127,259 + 7,955,915 + 7,545,090 + 1,597,013 + + + - Term loan V + 229,764 + 227,107 + 203,136 + 42,996 + + + - Term loan VI + 572,144 + 348,666 + 117,202 + 24,807 + + + - Term loan VII + 689,741 + 419,914 + 164,511 + 34,821 + + + - Term loan VIII + 681,712 + 482,185 + 258,061 + 54,622 + + + - Term loan X + - + 395,157 + 298,701 + 63,224 + + + - Term loan XI + - + 2,043,765 + 1,429,488 + 302,570 + + + + + + + + + + + 11,193,936 + 12,382,919 + 10,081,595 + 2,133,897 + + + Total bank borrowings + 12,549,107 + 14,444,121 + 12,334,950 + 2,610,848 + + + + + + F-99 + + + + + + + + + + Term + loan I: + The + Company entered into a banking facility amounting to RM1,500,000 on April 2, 2019, with an + effective interest rate of 13% per annum and repayable over 60 months in equal monthly instalments + of RM34,130. + + + + This + is a collateral-free business financing by the bank which is guaranteed by Syarikat Jaminan Pembiayaan Perniagaan under the Working + Capital Guarantee Scheme. + + + + + + + Term + loan II: + The + Company entered into a banking facility amounting to RM112,000 on August 19, 2019, with effective interest rate of 2% per annum and + repayable over 54 months in equal monthly instalments of RM2,334. + + + + + + + + The + term loan including bank overdraft amounting to RM409,956 (2023: RM487,132; 2022: RM496,806) were secured by: + + + + + + + a) + fixed + deposits pledged as disclosed in note 9 to the consolidated financial statements; + + + + + + + + + b) + a + guarantee cover up to RM2,179,000 on principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan + Berhad; + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,112,000; and + + + + + + + + + d) + freehold + land and buildings as disclosed in note 4 to the consolidated financial statements. + + + + + + + + + (Collectively + known as "Term Loan General Collaterals") + + + + + + + Term + loan III: + The + Company entered into a banking facility amounting to approximately RM630,000 (equivalent + to SGD150,000) on September 20, 2019, with effective interest rate of 6.25% per annum and + repayable over 60 months in equal monthly instalments of RM2,918. + + + + The + term loan is secured by joint and several personal guarantee amounting to a total of approximately RM630,000 (equivalent to SGD150,000) + from Pwa Chong Chin and immediate family member of certain directors. + + + + + F-100 + + + + + + + + + + Term + loan IV: + The + Company entered into a banking facility amounting to RM8,500,000 on January 14, 2019, with + effective interest rate of Base Lending Rate ("BLR") less 1.5% per annum and + repayable over 240 months in equal monthly instalments of RM73,336. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan V: + The + Company entered into a banking facility amounting to RM247,770 on January 14, 2019, with + effective interest rate of BLR plus 0.5% per annum and repayable over 180 months in equal + monthly instalments of RM2,286. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan VI: + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of 3.5% per annum and repayable over 60 months in equal monthly instalments + of RM18,798. + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM800,000 by Credit guarantee Corporation Malaysia Berhad; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term + loan VII: + The + Company entered into a banking facility amounting to RM999,000 on September 11, 2020, with + effective interest rate of BLR% per annum and repayable over 60 months in equal monthly instalments + of RM19,045. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + + + Term + loan VIII: + The + Company entered into a banking facility amounting to RM1,000,000 on March 31, 2020, with + effective interest rate of BLR plus 1% per annum and repayable over 60 months in equal monthly + instalments of RM19,660. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM1,000,000 by one of its subsidiaries; + + + + + + + + + b) + a + guarantee cover up to 80% of principal and normal interest of the banking facilities by Syarikat Jaminan Pembiayaan Perniagaan Berhad; + and + + + + + + + + + c) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM1,000,000. + + + + + + + Term + loan IX: + The + Company entered into a banking facility amounting to RM286,500 on April 24, 2015,with effective + interest rate of BLR plus 1% per annum and repayable over 240 months in equal monthly instalments + of RM2,363. + + + + The + term loan is secured by the Term Loan General Collaterals. + + + + + F-101 + + + + + + + + + + Term + loan X: + The + Company entered into a banking facility amounting to RM500,000 on December 1, 2022, with + effective interest rate of BLR plus 1.25% per annum and repayable over 60 months in equal + monthly instalments of RM10,000. + + + + The + term loan is secured by: + + + + + + + a) + a + corporate guarantee cover up to RM2,079,470 by one of its subsidiaries; and + + + + + + + + + b) + a + guarantee cover up to RM1,600,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + c) + A + Business Loan Level Term Assurance for the sum insured of RM1,579,470 to cover life of Pwa + Chong Chin; and + + + + + + d) + A + Sinking fund of RM750,000 to be built up the way of monthly fixed deposits of 60 placements + of RM12,500 each together with interest accrued thereon commencing from 13th month + after first drawdown; and + + + + + + e) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM2,079,470. + + + + + + + Term + loan XI: + The + Company entered into a banking facility amounting to RM3,000,000 on February 28, 2022, with effective interest rate of BLR plus 1.55% + per annum and repayable over 60 months in equal monthly instalments of RM59,361. + + + + + + + + + + The + term loan is secured by: + + + + + + + a) + a + guarantee cover up to RM2,400,000 by Syarikat Jaminan Pembiayaan Perniagaan Berhad under Pemulih Government Guarantee Scheme; and + + + + + + + + + b) + joint + and several personal guarantee from Pwa Chong Chin and Pwa Chong Tiong amounting to a total of RM3,000,000. + + + + +The +term loans repayable after one year which are classified as current liabilities that are subject to repayment on demand clauses are not +expected to be settled within one year. + + + +The +Company is up to date with the scheduled repayments of the term loans and does not consider it probable that the banks will exercise +its discretion to demand repayment for so long as the Company continues to meet the requirements. Further details of the Company s +management of liquidity risk are set out in Note 27(c)(v) to the consolidated financial statements. + + + + F-102 + + + + + + + + + + (C) + Other + bank borrowings: + + + + +The +other bank borrowings consist of bank overdrafts, banker acceptances and trust receipts. + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Bank overdrafts + 1,695,096 + 2,039,518 + 2,096,487 + 443,748 + + + Banker acceptances + 1,000,000 + 1,000,000 + 2,799,000 + 592,444 + + + Trust receipts + 2,251,000 + 2,495,610 + 2,478,610 + 524,629 + + + + 4,946,096 + 5,535,128 + 7,374,097 + 1,560,821 + + + + + +Bank +overdrafts amounting to RM2,096,487 (2023: RM2,039,518; 2022: RM1,695,096) are repayable on demand. It bears interest between 1.25% and +1.75% (2023: 1.25% and 1.75%; 2022: 1.25% and 1.75%) over BLR per annum. + + + +Banker +acceptances amounting to RM2,799,000 (2023: RM1,000,000; 2022: RM1,000,000) are repayable on demand with a maximum tenor of up to 150 +days (2023: 150 days; 2022: 150 days). It bears interest between 5.95 and 6.31 (2023: 5.80%; 2022: 4.08%) per annum. + + + +Trust +receipts amounting to RM2,478,610 (2023: RM2,495,610; 2022: RM2,251,000) are repayable on demand with a maximum tenor of up to 120 days +(2023: 120 days). It bears interest between 5.13% and 5.38% (2023: 5.30% and 5.35%; 2022: 3.64% and 3.66%) per annum. + + + +The +other bank borrowings were secured by the Term Loan General Collaterals. + + + +The +exposure of the borrowing of the Group to interest rate changes and the contractual repayment dates at the balance sheet date are as +follows: + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Less than 1 year or on demand + 8,668,404 + 13,195,086 + 15,556,574 + 3,292,746 + + + Between 1 and 2 years + 1,987,535 + 6,130,838 + 5,010,414 + 1,060,518 + + + Between 2 and 5 years + 4,027,234 + 4,438,356 + 2,570,646 + 544,110 + + + Over 5 years + 6,463,611 + 7,076,562 + 6,139,073 + 1,299,412 + + + Total + 21,146,784 + 30,840,842 + 29,276,707 + 6,196,786 + + + + + +As +of March 31, 2024, the Company has undrawn committed banking facilities of approximately RM1.00 million (2023: RM1.24 million; 2022: +RM1.25 million) in respect of which all conditions precedent had been met. + + + +The +above balances that are not denominated in the functional currency are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Singapore dollar + 1,378,460 + 1,484,573 + 659,487 + + + + + + F-103 + + + + + + + + + 12 + SHARE + CAPITAL + + + + + + + 2022 + 2023 + 2024 + + + + Numbers + + Numbers + + + + Numbers + + + Authorize share capital: + + + + + + + At beginning of financial year + 10,090,000 + 10,240,000 + 10,740,000 + + + Issuance of new ordinary shares + 150,000 + 500,000 + - + + + Deemed effects to owners pursuant to the Reorganization Exercise + - + - + (640,000) + + + At end of financial year + 10,240,000 + 10,740,000 + 10,100,000 + + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + Paid up capital: + + + + + + + At beginning of the year + 3,007,096 + 3,157,096 + 3,657,096 + 774,070 + + + Issuance of new ordinary shares + 150,000 + 500,000 + - + - + + + Deemed effects to owners pursuant to the Reorganization Exercise + - + - + (3,609,830) + (764,066) + + + At end of the year + 3,157,096 + 3,657,096 + 47,266 + 10,004 + + + + + +The +holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary +shares have no par value and carry one vote per share without restriction. + + + +As +a result of the reorganization events ("Reorganization Exercise") disclosed in note 1 to the consolidated financial statements +and for the purposes of comparative value in calculating the Group s (loss)/earnings per share, the Group has assumed that 10,090,000 +shares were outstanding from the beginning of the first reporting period presented as would be included in the denominator of the (loss)/earnings +per share calculation and movements in the number of shares respectively. + + + +For +the Group s comparative figures, the beginning balance of the share capital of the Group for the financial year ended March 31, +2024 represent the aggregated value of the issued and fully paid-up share capital of the Company s subsidiaries as the Company +was only incorporated on March 14, 2023 with an issued share capital of RM44 (equivalent to US$10) under the Companies Act (2023 Revision) +of the Cayman Islands as an exempted company with limited liability. + + + +For +the financial year ended March 31, 2022: + + + +The +Company issued 150,000 ordinary shares for a total consideration of RM150,000 to provide funds for the expansion of the Group s +operations. + + + +The +newly issued shares rank pari passu in all aspects with the previously issued shares. + + + +For +the financial year ended March 31, 2023: + + + +The +Company issued 500,000 ordinary shares for a total consideration of RM500,000 to provide funds for the expansion of the Group s +operations. + + + +The +newly issued shares rank pari passu in all aspects with the previously issued shares. + + + +For +the financial year ended March 31, 2024: + + + +The +Company issued 10,100,000 ordinary shares as part of the Reorganization +Exercise as disclosed in "Reorganization" paragraph in the Note 1 to the consolidated financial statements. + + + +The +newly issued shares rank pari passu in all aspects with the previously issued shares. + + + + + 13 + MERGER + RESERVE + + + + +Merger +reserve represents the differences between the consideration paid, if any, and the issued and fully paid-up share capital of subsidiaries +acquired under common control that are accounted for by applying the "pooling-of-interest" method. + + + + + 14 + CAPITAL + RESERVE + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + At beginning of the year + 2,816,836 + 2,816,836 + 4,675,702 + 989,671 + + + Fair value changes on property, plant and equipment arising from revaluation, + including effect of deferred taxation + - + 1,858,866 + (422,570) + (89,442) + + + At end of the year + 2,816,836 + 4,675,702 + 4,253,132 + 900,229 + + + + + +The +revaluation reserve represents effects of fair value changes arising from revaluation of headquarter and other freehold lands and buildings +respectively. These headquarter and other freehold lands and buildings respectively, are revalued by independent professional valuers +on a triennial basis. + + + +Included +in the "Fair value changes on property, plant and equipment arising from revaluation, including effect of deferred taxation" +is an aggregate amount of RM472,570 (2023: RM Nil; 2022: RM Nil) in relation to deferred tax liabilities arising from the revaluation +of properties. + + + + F-104 + + + + + + + + 15 + TRANSLATION + RESERVE + + + + +The +translation reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements +of foreign operations whose functional currency is different from that of the Group s presentation currency and is non-distributable. +Movements in this reserve are set out in the consolidated statements of changes in equity. + + + + + 16 + REVENUE + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Sales of goods – transfer at a point in time + + + + + + + Malaysia + 26,170,084 + 55,015,855 + 56,283,846 + 11,913,186 + + + Singapore + 2,083,214 + 3,196,221 + 3,041,249 + 643,718 + + + Total + 28,253,298 + 58,212,076 + 59,325,095 + 12,556,904 + + + + + +There +is no significant financing component in the revenue arising from sales of products and services rendered as the products and services. + + + + + 17 + COST + OF SALES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Inventories sold + 13,411,945 + 23,102,884 + 25,175,340 + 5,328,679 + + + Packaging costs + 81,963 + 205,921 + 194,743 + 41,220 + + + Carriage inwards and related costs + 1,788,918 + 1,453,227 + 944,055 + 199,820 + + + Total + 15,282,826 + 24,762,032 + 26,314,138 + 5,569,719 + + + + + + F-105 + + + + + + + + + 18 + OTHER + INCOME + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Interest income + 4,910 + 1,242 + 23,914 + 5,062 + + + Insurance claim + 79,467 + - + - + - + + + (Loss)/Gain on foreign exchange, net + (1,943) + - + 73,894 + 15,641 + + + Wage Subsidy Program + 923,400 + 180,000 + - + - + + + Singapore Government Grants + 313,355 + 38,894 + 43,755 + 9,261 + + + Rent concessions + 2,327,462 + 403,160 + - + - + + + Sundry income + 118,824 + 155,318 + 31,883 + 6,748 + + + Reversal of provision for reinstatement costs + - + - + 40,505 + 8,573 + + + Total + 3,765,475 + 778,614 + 213,951 + 45,285 + + + + + +The +Wage Subsidy Program is financial assistance introduced in Malaysia paid to employers and helps employers affected economically by the +COVID-19 pandemic to continue operations and avoid the loss of jobs and income streams for all enterprises. + + + +The +Singapore Government Grants consist of Jobs Support Scheme and Jobs Growth Incentive of the Singapore Government which provide wage support +and helps employers retain their local employees during a period of economic uncertainty and supports employers to accelerate their hiring +of local workforce, so as to create good and long-term jobs for locals. + + + +Rent +concessions have been granted to lessees due to the results of COVID-19 pandemic. Such concessions might take a variety of forms, including +payment holidays and deferral of lease payments. + + + + F-106 + + + + + + + + + 19 + SELLING + AND DISTRIBUTION EXPENSES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Advertisement + 498,178 + 708,716 + 734,446 + 155,455 + + + Delivery and handling charges + 65,743 + 44,594 + 28,841 + 6,105 + + + Petrol, parking and toll fees + 83,274 + 116,008 + 126,906 + 26,861 + + + Road tax and insurance + 11,093 + 7,030 + 7,093 + 1,501 + + + Short-term and low-value leases (Note 11 A) + 4,002,098 + 6,249,316 + 4,931,015 + 1,043,712 + + + Upkeep of motor vehicles + 25,567 + 43,279 + 42,655 + 9,028 + + + Total + 4,685,953 + 7,168,943 + 5,870,956 + 1,242,662 + + + + + + + 20 + ADMINISTRATIVE + EXPENSES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Accommodation + 13,256 + 54,693 + 44,833 + 9,489 + + + Bank charges + 53,153 + 96,158 + 75,577 + 15,997 + + + Credit card charges + 80,531 + 200,317 + 240,551 + 50,916 + + + Depreciation of property, plant and equipment (Note 4) + 1,751,835 + 1,648,835 + 1,611,566 + 341,108 + + + Depreciation of right-of-use assets (Note 6) + 5,664,805 + 5,517,975 + 6,991,536 + 1,479,847 + + + Employee benefits expense (Note 22) + 6,352,707 + 10,071,602 + 11,765,867 + 2,490,395 + + + Entertainment + 26,393 + 147,664 + 177,394 + 37,548 + + + Insurance + 116,498 + 124,975 + 137,953 + 29,199 + + + License fees + 40,300 + 81,871 + 83,583 + 17,691 + + + Loss on disposal of property, plant and equipment + 23,184 + - + - + - + + + Loss on disposal of investment property + 247,771 + - + - + - + + + Online sales charges + 69,838 + 110,819 + 305,602 + 64,685 + + + Penalty and fines + 92,207 + 26,497 + 98,298 + 20,806 + + + Professional fees + 70,744 + 507,558 + 203,497 + 43,073 + + + Quit rent and assessment + 17,150 + 8,978 + - + - + + + Stamp duty + 2,510 + 30,997 + 36,729 + 7,774 + + + Security fees + 5,578 + 16,676 + 54,063 + 11,443 + + + Telephone charges + 127,498 + 137,685 + 122,558 + 25,941 + + + Transportation fee + 96,972 + 287,186 + 362,851 + 76,802 + + + Upkeep and maintenance + 228,405 + 346,913 + 603,766 + 127,795 + + + Utilities expense + 369,821 + 506,472 + 549,720 + 116,355 + + + Written off of other receivable + - + - + 8,126 + 1,720 + + + Written off of property, plant and equipment + - + 492,100 + 367,318 + 77,747 + + + Others + 84,143 + 246,382 + 298,221 + 63,122 + + + Total + 15,535,299 + 20,662,353 + 24,139,609 + 5,109,453 + + + + + + F-107 + + + + + + + + + 21 + FINANCE + EXPENSES + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Interest expenses: + + + + + + + - lease liabilities + + + + + + + i) operating leases + 335,267 + 529,839 + 717,999 + 151,974 + + + ii) finance leases + 14,379 + 20,109 + 17,163 + 3,633 + + + + 349,646 + 549,948 + 735,162 + 155,607 + + + - bank borrowings + 652,224 + 1,119,235 + 893,232 + 189,064 + + + - other bank borrowings + 241,619 + 272,896 + 412,607 + 87,333 + + + Total + 1,243,489 + 1,942,079 + 2,041,001 + 432,004 + + + + + + + 22 + EMPLOYEE + BENEFITS EXPENSE + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Fee paid to directors of the company + - + 248,000 + 25,000 + 5,292 + + + Fee paid to a subsidiary s director + 157,689 + 30,699 + - + - + + + Wages, salaries, bonuses and other related costs + 5,290,928 + 8,722,948 + 10,284,431 + 2,176,830 + + + Employer s contributions to defined contribution plans + 529,076 + 870,906 + 1,190,371 + 251,957 + + + Other short-term benefits + 375,014 + 199,049 + 266,065 + 56,316 + + + Total + 6,352,707 + 10,071,602 + 11,765,867 + 2,490,395 + + + + + +Included +in the above employee benefits expense is compensation to key management personnel as follows: + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Fee paid to directors of the Company + - + 248,000 + 25,000 + 5,292 + + + Fee paid to a subsidiary s director + 157,689 + 30,699 + - + - + + + Salaries and bonuses + 463,768 + 747,640 + 1,077,744 + 228,118 + + + Employer s contributions to defined contribution plans + 69,299 + 83,471 + 183,216 + 38,780 + + + Total + 690,756 + 1,109,810 + 1,285,960 + 272,190 + + + + + + F-108 + + + + + + + + + 23 + INCOME + TAX EXPENSE + + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + + + + + + + + Tax expense recognized in profit or loss + + + + + + + Current income tax + + + + + + + Current financial year + - + - + 533,810 + 112,988 + + + Under-provision in prior financial years + - + - + 310,122 + 65,641 + + + + - + - + 843,932 + 178,629 + + + + + + + + + + Deferred taxation + + + + + + + Current financial year + - + - + (9,046) + (1,915) + + + Under-provision in prior financial years + - + - + 83,497 + 17,673 + + + + - + - + 74,451 + 15,758 + + + Total income tax expense recognized in profit or loss + - + - + 918,383 + 194,387 + + + + + + + + + + Tax expense recognized + in other comprehensive income + + + + + + + Deferred taxation + + + + + + + Current financial year + - + - + 5,000 + 1,058 + + + Under-provision in prior financial years + - + - + 467,570 + 98,967 + + + + - + - + 472,570 + 100,025 + + + Total income tax expense recognized other comprehensive income + - + - + 472,570 + 100,025 + + + + + + F-109 + + + + + + + +The +tax on the Group s loss before tax differs from the theoretical amount that would arise using the Malaysian standard rate of income +tax as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + (Loss)/Profit before income tax + (4,728,794) + 4,455,283 + 1,173,342 + + + + + + + + + Tax calculated at tax rate of 24% (2023: 24%; 2022: 24%) + (1,134,911) + 1,069,268 + 281,602 + + + Effects of: + + + + + + - different tax rate in other country + 26,792 + 10,893 + 60,371 + + + - deferred tax assets not recognized and, origination and reversal of temporary differences + 659,548 + (1,447,298) + (137,355) + + + - expenses not deductible for tax purposes + 448,571 + 481,013 + 441,006 + + + - income tax exemption + - + - + (111,000) + + + - income not subject to tax + - + (113,876) + (9,860) + + + - under-provision of deferred tax in prior years + - + - + 83,497 + + + - under-provision of income tax expense in prior years + - + - + 310,122 + + + Income tax expense + - + - + 918,383 + + + + + +The +Group has unutilized tax losses of approximately RM1,514,000, RM1,565,000 and RM7,501,000 and unabsorbed capital allowance of approximately +of RM Nil, RM1,320,000 and RM1,519,000 as of March 31, 2024, 2023, and 2022 available for offset against future profits, respectively. As of March 31, 2024, the unutilized tax losses have no expiry date. As +of March 31, 2023 and 2022, the +unutilized tax losses and unabsorbed capital allowances mainly can be carried forward up to 10 years. No deferred tax asset has been +recognized in respect of the following significant net tax benefits due to the unpredictability of future profit streams. + + + +The +components of unrecognized deferred tax asset are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Deferred tax assets + + + + + + Unutilized tax losses + + + + + + At beginning of year + 5,322,000 + 7,501,000 + 1,565,000 + + + Addition/(utilized) during the year, net + 2,179,000 + (5,936,000) + (51,000) + + + At end of year + 7,501,000 + 1,565,000 + 1,514,000 + + + + + + + + + Unabsorbed capital allowance + + + + + + At beginning of year + 838,000 + 1,519,000 + 1,320,000 + + + Addition/(utilized) during the year, net + 681,000 + (199,000) + (1,320,000) + + + At end of year + 1,519,000 + 1,320,000 + - + + + + + + + + + Total + 9,020,000 + 2,885,000 + 1,514,000 + + + + + + + + + Unrecorded deferred tax benefits @ 24% + 2,165,000 + 692,000 + 363,000 + + + + + + + + + Deferred tax liabilities (revaluation of property, plant and equipment) + + + + + + At beginning of year + (2,817,000) + (2,817,000) + (4,676,000) + + + (Addition)/recognized during the year, net + - + (1,859,000) + 4,676,000 + + + At end of year + (2,817,000) + (4,676,000) + - + + + + + + + + + Total + (2,817,000) + (4,676,000) + - + + + + + + + + + Unrecorded deferred tax liabilities @ 10% + (282,000) + (468,000) + - + + + + + + + + + Net unrecorded deferred tax benefits + 1,883,000 + 224,000 + 363,000 + + + + + +The +tax charge relating to each component of deferred tax liabilities are as follows: + + + + + + Accelerated + tax + depreciation + + Others + Total + + + + RM + RM + RM + + + Deferred tax liabilities recognized in profit or loss + + + + + + Balance at April 1, 2021, March 31, 2022; April 1, 2022; March 31, 2023; April 1, 2023 + - + - + - + + + Charged to profit or loss + 147,486 + (73,035) + 74,451 + + + Balance at March 31, 2024 + 147,486 + (73,035) + 74,451 + + + + + + + + Real + property gains tax arising from revaluation + Total + + + + RM + RM + + + Deferred tax liabilities recognized in other comprehensive income + + + + + Balance at April 1, 2021, March 31, 2022; April 1, 2022; March 31, 2023; April 1, 2023 + - + - + + + Charged to other comprehensive income + 472,570 + 472,570 + + + Balance at March 31, 2024 + 472,570 + 472,570 + + + + + + F-110 + + + + + + + + + 24 + COMMITMENTS + AND CONTINGENT LIABILITIES + + + + + + + (a) + Operating + lease commitments + + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Short-term and low-value leases + 1,556,219 + 362,772 + 518,900 + + + + + +The +Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months +or less and leases of low-value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis +over the lease term. + + + + + + (b) + Contingent + liabilities + + + + +On +April 12, 2023, the subsidiary of the Company namely HI Style (M) Sdn. Bhd. ("HI Style (M)") was served with a claim in the +Seremban High Court by a retail apparel company. The plaintiff alleged that HI Style (M) breaches the plaintiff s intellectual +property rights through trademark infringement and misappropriation. The relief sought from the Seremban High Court include, among others, +injunctive relief, the publication of apology notice by HI Style (M), destruction or delivery up of the alleged infringing goods, damages +and legal costs. + + + +The +quantum of the possibility of an outflow of economic resources is estimated by the management to be approximately RM150,000 and the provision +for litigation claim has been recognized as at March 31, 2024 and disclosed in Note 10 to the consolidated financial statements. As at +the reporting date, the outcome of the lawsuit is pending the Honourable Court s determination. + + + + + 25 + SIGNIFICANT + RELATED PARTY TRANSACTIONS + + + + +Related +companies in these financial statements refer to members of the ultimate holding company s group of companies. + + + +Some +of the Company s transactions and arrangements are between members of the group and the effect of these on the basis determined +between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and repayable +on demand, unless otherwise stated. + + + +Some +of the group s transactions and arrangements are with related parties and the effect of these on the basis determined between the +parties is reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise +stated. + + + + F-111 + + + + + + + +Transactions +with related parties + + + +The +following represents the significant related party transactions for the years ended March 31, 2022, 2023 and 2024. + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Immediate family member of a director + + + + + + Loss on disposal of investment property + 247,771 + - + - + + + + + + + + + Close family member of directors + + + + + + Fee paid to a subsidiary s director + 157,689 + 30,699 + - + + + Salaries and bonuses + 108,468 + 159,021 + 159,170 + + + Employer s contributions to defined contribution plans + 28,092 + 58,838 + 41,522 + + + + 294,249 + 248,558 + 200,692 + + + + + + + 26 + SEGMENTS + OPERATIONS + + + + +Services +from which reportable segments derive their revenues Information reported to the group s chief operating decision maker ("CODM") +for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable +to a segment as well as those that can be allocated on a reasonable basis. The Group operates in a single business segment which is the +business of "Retailing" which consists of designing and trading in garments, shoes and article of clothing. No operating +segments have been aggregated to form the reportable operating segment. + + + +Non-current +assets (excluding investment property which has been disposed of during the year March 31, 2022 as disclosed in note 5 to the consolidated +financial statements) information based on the location of assets are as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Malaysia + 22,061,207 + 29,394,729 + 28,377,099 + + + Singapore + 1,039,435 + 1,600,784 + 828,634 + + + Total + 23,100,642 + 30,995,513 + 29,205,733 + + + + + +Non-current +assets information presented above consist of property, plant and equipment and right-of-use assets as presented in the consolidated +statements of financial positions. + + + + F-112 + + + + + + + + + 27 + FINANCIAL + INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT + + + + + + + a) + Categories + of financial instruments + + + + +The +following table sets out the financial instruments as at the end of the reporting period: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Financial assets + + + + + + + + + + + + Financial assets at amortized cost: + + + + + + Other receivables + 4,255,179 + 4,443,838 + 4,272,003 + + + Cash and cash equivalents + 725,012 + 1,606,997 + 1,896,439 + + + + 4,980,191 + 6,050,835 + 6,168,442 + + + + + + + + + Financial liabilities + + + + + + + + + + + + Financial liabilities at amortized cost: + + + + + + Trade and other payables + (17,114,826) + (16,130,465) + (19,123,139) + + + Borrowings + (21,146,784) + (30,840,842) + (29,276,707) + + + + (38,261,610) + (46,971,307) + (48,399,846) + + + + + + + + b) + Financial + instruments subject to offsetting, enforceable master netting arrangements and similar agreements + + + + +The +Group does not have any financial instruments which are subject to enforceable master netting arrangements or similar netting agreements. + + + + F-113 + + + + + + + + + + c) + Financial + risk management policies and objectives + + + + +The +management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures +are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit +risk and liquidity risk. + + + + + + (i) + Market + risk management + + + + +The +Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management +monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures +should the need arise. + + + +There +has been no significant change to the Group s exposure to market risk or the manner in which it manages and measures the risk. + + + + + + (ii) + Foreign + currency risk management + + + + +The +Group operates in Singapore and Malaysia. Entities in the Group regularly transact in currencies other than their respective functional +currencies ("foreign currencies"). + + + +Currency +risk arises when transactions are denominated in foreign currencies other than the Group entities respective functional currencies. + + + +In +addition, the Group is exposed to currency translation risk on the net assets in foreign operations. + + + +The +Group s significant currency exposure based on the information provided to key management is as follows: + + + + + + Amounts denominated in + + + + SGD + USD + + + + RM + RM + + + March 31, 2024 + + + + + Financial assets + + + + + Cash and bank balances + 78,381 + - + + + Other receivables + 344,784 + - + + + + 423,165 + - + + + + + + + + Financial liabilities + + + + + Trade and other payables + (211,342) + (2,957,789) + + + Borrowings + (659,487) + - + + + + (870,829) + (2,957,789) + + + Net financial liabilities + (447,664) + (2,957,789) + + + Add: Net financial liabilities denominated respective entities functional + currency + 447,664 + - + + + Currency exposure of financial assets, net of those denominated + in the Company s functional currency + - + (2,957,789) + + + + + + F-114 + + + + + + + + + + Amounts denominated in + + + + SGD + USD + + + + RM + RM + + + March 31, 2023 + + + + + Financial assets + + + + + Cash and bank balances + 28,541 + - + + + Other receivables + 606,840 + - + + + + 635,381 + - + + + + + + + + Financial liabilities + + + + + Trade and other payables + (422,669) + (2,305,808) + + + Borrowings + (1,484,573) + - + + + + (1,907,242) + (2,305,808) + + + Net financial liabilities + (1,271,861) + (2,305,808) + + + Add: Net financial liabilities denominated respective entities functional + currency + 1,271,861 + - + + + Currency exposure of financial assets, net of those denominated + in the Company s functional currency + - + (2,305,808) + + + + + + + + Amounts denominated in + + + + SGD + + + + RM + + + March 31, 2022 + + + + Financial assets + + + + Cash and bank balances + 36,672 + + + Other receivables + 342,766 + + + + 379,438 + + + + + + + Financial liabilities + + + + Trade and other payables + (787,914) + + + Borrowings + (1,378,460) + + + + (2,166,374) + + + Net financial liabilities + (1,786,936) + + + Add: Net financial liabilities denominated respective entities functional + currency + 1,786,936 + + + Currency exposure of financial assets, net of those denominated + in the Company s functional currency + - + + + + + + F-115 + + + + + + + +As +at the reporting period, if the USD change against the RM by 5% (2023: 5%; 2022: nil) with all other variables including tax rate being +held constant, the approximate effects arising from the net financial liability/asset that are exposed to the currency risk will be as +follows: + + + + + + Increase/(Decrease) + + + + 2022 + 2023 + 2024 + + + + Profit after tax + Other Comprehensive income + Profit after tax + Other Comprehensive income + Profit after tax + Other Comprehensive income + + + + RM + RM + RM + RM + RM + RM + + + + + + + + + + + + USD against RM + + + + + + + + + - Strengthened + - + - + (115,000) + - + (148,000) + - + + + - Weakened + - + - + 115,000 + - + 148,000 + - + + + + - + - + - + - + - + - + + + + + + + + (iii) + Interest + rate risk management + + + + +The +Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment +of the loans are disclosed in the Note to the consolidated financial statements. The Group currently does not have an interest rate hedging +policy. + + + +Interest +rate sensitivity analysis + + + +The +sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the +reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel +and represents management s assessment of the reasonably possible change in interest rates. + + + +If +interest rates on loans had been 50 basis points higher/lower and all other variables were held constant, the Group s profit for +the year would decrease/increase by approximately RM79,000 (2023: 104,000; 2022: 90,000). + + + + F-116 + + + + + + + + + + (iv) + Credit + risk management + + + + +Credit +risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At +the end of each reporting period, the Group maximum exposure to credit risk which will cause a financial loss to the Group due to failure +to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated +in the Consolidated Statements of Financial Positions. + + + +In +order to minimize credit risk, the Group has delegated its finance team to develop and maintain the Group s credit risk grading +to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information +and the Group s own historical repayment records to rate its major customers and debtors. The Group s exposure and the credit +ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved +counterparties. + + + +The +Group s current credit risk grading framework comprises the following categories: + + + + + Category + + Description + + Basis + for + + recognizing + ECL + + + Performing + + The + counterparty has a low risk of default and does not have any past-due amounts + + 12-month + ECL + + + Doubtful + + There + has been a significant increase in credit risk since initial recognition + + Lifetime + ECL- + + not + credit-impaired + + + In + default + + There + is evidence indicating the asset is credit impaired + + Lifetime + ECL - credit impaired + + + Write-off + + There + is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery + + Amount + is written off + + + + +Credit +risk of the Group arising from cash and cash equivalents and refundable lease deposits were limited because the counterparties are banks, +financial institutions and landlords with good credit ratings which we consider to have low credit risk. + + + +As +at the end of the reporting period, the directors of the Company considered that the ECL for non-credit impaired receivables is insignificant +as at the end of the reporting period. + + + + F-117 + + + + + + + +As +the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying +amount of that class of financial instruments presented on the consolidated statements of financial position, except as follows: + + + + + + 2022 + 2023 + 2024 + + + + RM + RM + RM + + + + + + + + + Committed corporate guarantees provided to bank for a subsidiary + 1,000,000 + 3,079,470 + 3,079,470 + + + + 1,000,000 + 3,079,470 + 3,079,470 + + + + + +The +Company has not recognized any liability in respect of the guarantees given to the bank for banking facilities granted to the subsidiary +as the Company s directors have assessed that the likelihood of the subsidiary defaulting on repayment of its banking facilities +is remote. + + + + + + (v) + Liquidity + risk management + + + + +Prudent +liquidity risk management implies sufficient cash to finance the Group s and the Company s operations and development activities. +The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group s +business operations and development activities. The Group s objective is to maintain a balance between continuing of funding and +flexibility through the use of borrowings. + + + +In +previous year March 31, 2022, the Group had substantial losses for the years amounted to approximately RM4.73 million, mainly because +of COVID-19 pandemic. Additionally, the Group had net cash outflows from cash and cash equivalents of approximately RM0.71 million for +the year ended March 31, 2022. + + + +During +the years March 31, 2023 and 2024, the Group generates profit for the year amounting to approximately RM4.46 million and RM0.25 +million. Additionally, the Group had net cash inflows from cash and cash equivalents of approximately RM0.60 million and RM0.23 +million (approximately US$0.05 million) for the years ended March 31, 2023 and 2024. In addition, the Group s current +liabilities exceeded its current assets by approximately RM16.84 million, RM14.44 million and RM16.27 million (approximately US$3.44 +million) for the years ended March 31, 2022, 2023 and 2024. In view of these circumstances, the management of the Group has given +consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the +Group will have sufficient financial resources to continue as a going concern. + + + +Management s +plan to manage its liquidity by continuing to procure financing from private investors in the form issuances of rights, ordinary shares, +or debts to raise cash and working capital for the Group. Management may also contribute their own time at less than market rates for +the services. The Group also endeavors to list its ordinary shares on national stock exchange in the United States and concurrently sell +additional ordinary an initial public offering that will provide adequate financial resources for management to continue to expand their +operations. + + + +Management +may not be successful in raising additional funds via the means described above. These financial statements have been prepared on a going +concern basis, and not a liquidation basis; accordingly, the accounts may be presented differently if a going concern basis was not employed. + + + +The +table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period +from the balance sheet date to the contractual maturity date. + + + + F-118 + + + + + + + + + + Less than 1 + year or on + demand + Between 1 + and 2 + years + Between 2 + and 5 + years + Over 5 + years + Total + undiscounted + cash flow + + + + RM + RM + RM + RM + RM + + + March 31, 2024 + + + + + + + + Trade and other payables + 19,123,139 + - + - + - + 19,123,139 + + + Lease liabilities + 6,350,513 + 2,992,073 + 795,735 + - + 10,138,321 + + + Borrowings (excluding lease liabilities) + 10,337,441 + 2,260,973 + 3,410,271 + 8,062,410 + 24,071,095 + + + + + + + + + + + March 31, 2023 + + + + + + + + Trade and other payables + 16,130,465 + - + - + - + 16,130,465 + + + Lease liabilities + 9,195,378 + 4,232,941 + 1,231,383 + 34,678 + 14,694,380 + + + Borrowings (excluding lease liabilities) + 5,535,128 + 3,042,709 + 5,247,858 + 11,196,234 + 25,021,929 + + + + + + + + + + + March 31, 2022 + + + + + + + + Trade and other payables + 17,114,826 + - + - + - + 17,114,826 + + + Lease liabilities + 2,500,409 + 647,160 + 648,625 + 79,814 + 3,876,008 + + + Borrowings (excluding lease liabilities) + 2,284,705 + 2,189,291 + 6,362,455 + 9,550,048 + 20,386,499 + + + + + +Liquidity +risk analyses + + + +Non-derivative +financial liabilities + + + +The +following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based +on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table +includes both interest and principal cash flows. + + + + + + Weighted + average + effective + interest + rate + On + demand + or within + 1 year + Within + 2 to + 5 years + Over + 5 years + Total + + + + % + RM + RM + RM + RM + + + March 31, 2024 + + + + + + + + Non-interest bearing + + 19,123,139 + - + - + 19,123,139 + + + Fixed interest rate + 2.07%-13.00% + p.a. + 14,490,202 + 3,972,676 + - + 18,462,878 + + + Variable interest rate + 5.17%-8.22% + p.a. + 2,197,752 + 5,486,376 + 8,062,410 + 15,746,538 + + + Total + + 35,811,093 + 9,459,052 + 8,062,410 + 53,332,555 + + + + + + + + + + + March 31, 2023 + + + + + + + + Non-interest bearing + + 16,130,465 + - + - + 16,130,465 + + + Fixed interest rate + 2.07%-13.00% + p.a. + 12,443,916 + 6,410,667 + 34,678 + 18,889,261 + + + Variable interest rate + 5.17%-8.22% + p.a. + 2,286,590 + 7,344,224 + 11,196,234 + 20,827,048 + + + Total + + 30,860,971 + 13,754,891 + 11,230,912 + 55,846,774 + + + + + + + + + + + March 31, 2022 + + + + + + + + Non-interest bearing + + 17,114,826 + - + - + 17,114,826 + + + Fixed interest rate + 2.07%-13.00% + p.a. + 3,354,090 + 2,903,738 + 79,814 + 6,337,642 + + + Variable interest rate + 3.66%-6.97% + p.a. + 1,431,024 + 6,943,793 + 9,550,048 + 17,924,865 + + + Total + + 21,899,940 + 9,847,531 + 9,629,862 + 41,377,333 + + + + + + F-119 + + + + + + + +Non-derivative +financial assets + + + +As +at the end of the reporting period, the non-derivative financial assets are interest free and repayable on demand. + + + + + + (vi) + Fair + value of financial assets and financial liabilities + + + + +Fair +value hierarchy + + + +The +Company categorizes fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows: + + + + + + + Level + 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that the Company can access at the measurement + date, + + + + + + + + Level + 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly + or indirectly, and + + + + + + + + Level + 3 – Unobservable inputs for the asset or liability. + + + + +Fair +value of non-financial assets + + + +The +Group does not apply fair value accounting in the measurement of its non-financial assets. The only non-financial asset of the Group +for which fair value is required to be disclosed is the headquarter and other freehold lands and buildings classified within "Property, +plant and equipment". The basis of valuation of the headquarter and other freehold lands and buildings, as described in note 4, +represents recurring fair value measurements under Level 3 of the fair value hierarchy. + + + + F-120 + + + + + + + +Fair +value of financial instruments + + + +Assets +and liabilities not measured at fair value + + + +Fair +value measurements that use inputs of different hierarchy levels are categorized in its entirety in the same level of the fair value +hierarchy as the lowest level input that is significant to the entire measurement. + + + +The +management considers that the carrying amounts of the Company s financial assets and financial liabilities approximate their respective +fair values due to the relatively short-term maturity of these financial instruments. + + + +The +fair values of the Group s borrowings are determined by using the discounted cash flows method using discount rate that reflects +the issuer s borrowing rate as at the end of the reporting period. The Group s non-performance risk as at March 31, 2022, +2023 and 2024 was assessed to be insignificant. + + + +The +fair values of other classes of financial assets and liabilities are disclosed in the respective notes to consolidated financial statements. + + + +Transfers +between levels of fair value hierarchy + + + +During +the financial year, there were no assets or liabilities transferred between Level 1 and Level 2 or transfers into or out of Level 3. +The Company s policy is to recognize transfers (if any) between levels of fair value hierarchy at the end of the reporting period +during which they occur. + + + +Valuation +policies and procedures + + + +The +board of directors oversees the Company s financial reporting and valuation processes and is responsible for setting and documenting +the Company s valuation policies and procedures. + + + + + + (d) + Capital + risk management policies and objectives + + + + +The +management manages its capital to ensure that the Group will be able to continue as a going concern in order to provide returns for shareholders +and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital. + + + +The +capital structure of the Company consists of equity attributable to owners of the Company, comprising issued capital and accumulated +losses as disclosed in the notes to financial statements. + + + +Management +monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debts +is calculated as borrowings plus trade and other payables. + + + + + + 2022 + 2023 + 2024 + 2024 + + + + RM + RM + RM + USD + + + Total debts + 38,578,888 + 47,532,737 + 48,971,100 + 10,365,349 + + + Total equity + (5,413,169) + 1,377,906 + 1,169,929 + 247,630 + + + + + + + + + + Debt-to-equity % + (713)% + 3,450% + 4,186% + 4,186% + + + + + + F-121 + + + + + + + +The +Group is subject to and substantially complied with externally imposed capital requirements for the financial years ended March 31, 2022, +2023 and 2024. + + + +The +Group s overall strategy remains unchanged from prior year. + + + + + 28 + RECONCILIATIONS + OF LIABILITIES ARISING FROM FINANCING ACTIVITIES + + + + + + + + Cash flows + Non-cash changes + + + + + At beginning of + year + Proceeds from + borrowings + Payments + Interest + expenses + Acquisition of + property, plant + and equipment + / + Capitalization of + lease contracts + Currency + realignment + At end of year + + + + RM + RM + RM + RM + RM + RM + RM + + + + + + + + + + + + + 2024 + + + + + + + + + + Bank borrowings + 14,444,121 + - + (3,011,649) + 893,232 + - + 9,246 + 12,334,950 + + + + + + + + + + + + + Other bank borrowings + 5,535,128 + 7,374,097 + (5,947,735) + 412,607 + - + - + 7,374,097 + + + + + + + + + + + + + Lease liabilities + 10,861,593 + - + (7,602,071) + 735,162 + 5,506,443 + 66,533 + 9,567,660 + + + + + + + + + + + + + 2023 + + + + + + + + + + Bank borrowings + 12,549,107 + 3,500,000 + (2,739,976) + 1,119,235 + - + 15,755 + 14,444,121 + + + + + + + + + + + + + Other bank borrowings + 4,946,096 + 5,535,128 + (5,218,992) + 272,896 + - + - + 5,535,128 + + + + + + + + + + + + + Lease liabilities + 3,651,581 + - + (5,959,332) + 549,948 + 12,542,782 + 76,614 + 10,861,593 + + + + + + + + + + + + + Other payable + 301,700 + - + (301,700) + - + - + - + - + + + + + + + + + + + + + 2022 + + + + + + + + + + Bank borrowings + 13,247,631 + - + (1,353,736) + 652,224 + - + 2,988 + 12,549,107 + + + + + + + + + + + + + Other bank borrowings + 5,103,076 + 4,946,096 + (5,344,695) + 241,619 + - + - + 4,946,096 + + + + + + + + + + + + + Lease liabilities + 7,956,789 + - + (6,162,383) + 349,646 + 1,490,151 + 17,378 + 3,651,581 + + + + + + + + + + + + + Other payable + 570,200 + - + (268,500) + - + - + - + 301,700 + + + + + + + 29 + HOLDING + COMPANY AND RELATED COMPANY TRANSACTIONS + + + + +The +Company is a subsidiary of Soaring Fame Global Limited, incorporated in the British Virgin Islands, which is also the Company s +ultimate holding company. Related companies in these financial statements refer to members of the ultimate holding company s group +of companies. + + + +Some +of the Company s transactions and arrangements are between members of the group and the effect of these on the basis determined +between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and repayable +on demand, unless otherwise stated. + + + + + 30 + SUBSEQUENT + EVENTS + + + + +The +Company has assessed all events occurred from March 31, 2024, up through October 17, 2024, which is the date that these consolidated +financial statements are available to be issued. Other than the events disclosed below, there are not any material subsequent events +that would require disclosure in these consolidated financial statements. + + + +As of the end of reporting date, +the subsidiary of the Company namely HI Style (M) Sdn. Bhd. was served with a claim in the Seremban High Court by a retail apparel company +as disclosed in the Note 24(b) to these consolidated financial statements. The outcome of the lawsuit is pending the Honourable Court s +determination. + + + + F-122 + + + + + + + +Until + , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver +a prospectus. This is in an addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to +their unsold allotments or subscriptions. + + + +COR3 +& Co. (Holdings) Limited + + + +3,875,000 +Ordinary Shares + + + +Bancroft Capital, LLC + + + + , +2025 + + + + + + + + + + + +PART +II + + + +INFORMATION +NOT REQUIRED IN PROSPECTUS + + + +ITEM +6. INDEMNIFICATION OF DIRECTORS AND OFFICERS + + + +Cayman +Islands laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for +any loss they may incur arising out of the Company s business, except to the extent such provision may be held by the Cayman Islands +courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. +The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where +there is evidence of dishonesty, willful default or fraud. + + + +Our +Amended and Restated Memorandum and Articles of Association permit, to the fullest extent permissible under Cayman Islands law, indemnification +of our officers and Directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or +sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge +of their duties, powers, authorities or discretion as Directors or officers of our Company, including without prejudice to the generality +of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise) any civil +proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere. + + + +The +service agreements of our Directors and senior Executive Officers with COR3 & Co. (Holdings) Limited provide such persons +additional indemnification beyond that provided in our Amended and Restated Articles of Association. These provisions will require us +to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason +of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, +subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found +to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or +where the Cayman Islands courts have declined to grant relief. + + + +The +form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification +of us and our officers and Directors. + + + +Insofar +as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers or persons controlling us +pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy +as expressed in the Securities Act and is therefore unenforceable. + + + +ITEM +7. RECENT SALES OF UNREGISTERED SECURITIES + + + +During +the past three years, we have issued and sold the following securities without registering such securities under the Securities Act. +We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of +the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding +sales by an issuer in offshore transactions. No underwriter was involved in these issuances of securities. + + + +Ordinary +Shares + + + +Our +Company was incorporated in the Cayman Islands on March 14, 2023 with an authorised share capital of US$500,000 divided into 500,000,000 +Shares of a nominal or par value of US$0.001 each. Upon incorporation, we issued one Share to Soaring Fame. On March 15, 2023, our Company +allotted and issued 8,709 Shares, 490 Shares, 343 Shares, 147 Shares and 310 Shares to Soaring Fame, Vantage Success, Emprise Ahead, +Shao Qi and Alpha Summit, respectively. None of these subscribers is a U.S. person. + + + +Pursuant +to a group reorganization completed on November 17, 2023 our Company issued an aggregate of 10,090,000 Ordinary Shares +(comprising 8,001,370 Shares to Soaring Fame, 346,087 Shares to Emprise Ahead, 148,323 Shares to Shao Qi, 312,790 Shares to Alpha +Summit, 494,410 Shares to Vantage Success, 445,978 Shares to Summit Knight and 341,042 Shares to Harmonic Charm), par value US$0.001, +in exchange for 100% equity interest of Treasure Zenith Limited (being 10,000 shares of which, 7,930 shares from Soaring Fame, 343 +shares from Emprise Ahead, 147 shares from Shao Qi, 310 shares from Alpha Summit, 490 shares from Vantage Success, 442 shares from Summit +Knight and 338 shares from Harmonic Charm). + + + + II-1 + + + + + + + +ITEM +8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES + + + + + + (a) + Exhibits + + + + +See +"Exhibit Index" beginning on page II-6 of this registration statement. + + + + + + (b) + Financial + Statement Schedules + + + + +All +supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the +financial statements or notes thereto. + + + +ITEM +9. UNDERTAKINGS + + + +(a) +The undersigned registrant hereby undertakes: + + + +(1) +To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: + + + +(i) +To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; + + + +(ii) +To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent +post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth +in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total +dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated +firm commitment offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant +to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering +price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and + + + +(iii) +To include any material information with respect to the plan of distribution not previously disclosed in this registration statement +or any material change to such information in this registration statement. + + + + II-2 + + + + + + + +(2) +That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed +to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall +be deemed to be the initial bona fide offering thereof. + + + +(3) +To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the +termination of the offering. + + + +(4) +That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: + + + +(i) +If the registrant is relying on Rule 430B ( 230.430B of this chapter): + + + +(A) +Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the +date the filed prospectus was deemed part of and included in the registration statement; and + + + +(B) +Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on +Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required +by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier +of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the +offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date +an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the +registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial +bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration +statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is +part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or +modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in +any such document immediately prior to such effective date; or + + + +(ii) +If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating +to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall +be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, +that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated +or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as +to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration +statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first +use. + + + +(5) +That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution +of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant +to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities +are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to +the purchaser and will be considered to offer or sell such securities to such purchaser: + + + +(i) +Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule +424; + + + +(ii) +Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by +the undersigned registrant; + + + + II-3 + + + + + + + +(iii) +The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant +or its securities provided by or on behalf of the undersigned registrant; and + + + +(iv) +Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. + + + +(6) +To file a post-effective amendment to the registration statement to include any financial statements required by item 8.A. of Form 20-F +at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by +Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective +amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information +in the prospectus is at least as current as the date of those financial statements. + + + +(7) +For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed +as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under +Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it +was declared effective. + + + +(8) +For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of +prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities +at that time shall be deemed to be the initial bona fide offering thereof. + + + +(b) +Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling +persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities +and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the +event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid +by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted +by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the +opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question +whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of +such issue. + + + + II-4 + + + + + + + +SIGNATURES + + + +Pursuant +to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the +requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto +duly authorized, in Malaysia, on May 21, 2025. + + + + + + COR3 + & CO. (HOLDINGS) LIMITED + + + + + + + + + By: + /s/ + Chong Chin Pwa + + + + Name: + + Mr. + Chong Chin Pwa + + + + Title: + + Chairman + and Chief Executive Officer + + (Principal + Executive Officer) + + + + + + + + + By: + + /s/ + Chong Tiong Pwa + + + + Name: + + Mr. + Chong Tiong Pwa + + + + Title: + + Executive + Director + + + + +POWER +OF ATTORNEY + + + +KNOW +ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Chong Chin Pwa and Mr. Chong +Tiong Pwa, each acting singly as an attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do +any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable +to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations +and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of +ordinary shares of the registrant (the "Shares"), including, without limitation, the power and authority to sign the name +of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") +to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such +Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, +to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents +filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed +before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that +such attorney and agent shall do or cause to be done by virtue hereof. + + + +Pursuant +to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and +on the dates indicated. + + + + + Date: + May 21, + 2025 + + + /s/ + Chong Chin Pwa + + + + + + Chong + Chin Pwa + + + + + + + + Executive + Director, Chairman and Chief Executive Officer (Principal Executive Officer) + + + + + + + + + Date: + May 21, 2025 + + + /s/ + Chong Tiong Pwa + + + + + + Chong Tiong Pwa + + + + + + Executive Director + + + + + + Date: + May 21, + 2025 + + + /s/ + Brandon Chong + + + + + + Brandon + Chong + + + + + + + + Chief + Financial Officer (Principal Financial Officer and Principal Accounting officer) + + + + +SIGNATURE +OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT + + + +Pursuant +to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration +statement or amendment thereto in New York, New York, United States of America on May 21, 2025. + + + + + COGENCY + GLOBAL INC. + + + + + + + + + By: + + /s/ + Colleen A. De Vries + + + + Name: + Colleen + A. De Vries + + + + Title: + + Senior + Vice-President on behalf of Cogency Global Inc. + + + + + + + II-5 + + + + + + + +EXHIBIT +INDEX + + + + + Exhibit + No. + + Description + of document + + + 1.1** + + Form of Underwriting Agreement + + + 3.1** + + Amended and Restated Memorandum of Association and Form of Amended and Restated Articles of Association of the Registrant + + + 5.1** + + Opinion of Conyers Dill & Pearman regarding the validity of ordinary shares being registered + + + 8.1** + + Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters + + + 10.1** + + Employment Agreement between COR3 & Co. (Holdings) Limited and Mr. CC Pwa + + + 10.2** + + Employment Agreement between COR3 & Co. (Holdings) Limited and Mr. CT Pwa + + + 10.3** + + Employment Agreement between HI Style (M) and Mr. Brandon Chong + + + 10.4** + + Employment Agreement between HI Style (M) and Ms. Chong Sui Chin + + + 10.5** + + Employment Agreement between HI Style (M) and Mr. Tham Siew Heng + + + 10.6** + + Independent Director Offer Letter between COR3 & Co. (Holdings) Limited and Mr. Bernard Tan Ban Tatt + + + 10.7** + + Independent Director Offer Letter between COR3 & Co. (Holdings) Limited and Dato Joseph Lim Heng Ee + + + 10.8** + + Independent Director Offer Letter between COR3 & Co. (Holdings) Limited and Mr. Chong Chee Yen + + + 10.9** + + Director Offer Letter between COR3 & Co. (Holdings) Limited and Mr. CC Pwa + + + 10.10** + + Director Offer Letter between COR3 & Co. (Holdings) Limited and Mr. CT Pwa + + + 14.1** + + Code of Ethics of the Registrant + + + 14.2** + + Insider Trading Policy of the Registrant + + + 14.3** + + Executive Compensation Recovery Policy of the Registrant + + + 15.1** + + Letter in Lieu of Consent of WWC, P.C. + + + 21.1 + ** + + List of Subsidiaries of the Registrant + + + 23.1* + + Consent of WWC, P. C. + + + 23.2** + + Consent of Conyers Dill & Pearman (included in Exhibit 5.1) + + + 23.3** + + Consent of Loo & Partners LLP (included in Exhibit 99.2) + + + 23.4** + + Consent of Lim Partnership (included in Exhibit 99.1) + + + 23.5** + + Consent of Frost & Sullivan + + + 24.1** + + Form of Power of Attorney (included on signature pages) + + + 99.1** + + Opinion of Lim Partnership regarding Malaysian legal matters + + + 99.2** + + Opinion of Loo & Partners LLP regarding Singapore legal matters + + + 99.3** + + Audit Committee Charter + + + 99.4** + + Compensation Committee Charter + + + 99.5** + + Nomination Committee Charter + + + 99.6** + + Consent of Mr. Bernard Tan Ban Tatt as a director nominee + + + 99.7** + + Consent of Dato Joseph Lim Heng Ee as a director nominee + + + 99.8** + + Consent of Mr. Chong Chee Yen as a director nominee + + + 99.9** + + Request for Waiver and Representation under Item 8.A.4 of Form 20-F + + + 107** + + Filing Fee Table + + + + +* +Filed herewith + +** +Previously filed + + + + II-6 + + + + + + + +RESALE +PROSPECTUS ALTERNATE PAGE + + + + + +COR3 +& CO. (HOLDINGS) LIMITED + + + +PRELIMINARY +PROSPECTUS + + + +Through +and including [ ], 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, +whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer s obligation +to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions. + + + +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 Securities and Exchange Commission 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 jurisdiction where such offer or sale is not permitted. + + + +Subject +to Completion, dated [ ], 2025 + + + +PRELIMINARY +PROSPECTUS + + + +COR3 +& CO .(HOLDINGS) LIMITED + + + +1,462,900 +Ordinary Shares + + + +This +prospectus relates to the resale of in aggregate 1,462,900 Ordinary Shares held by Soaring Fame Global Limited, Emprise Ahead +Limited, Vantage Success Enterprises Limited, Alpha Summit Ventures Limited and Shao Qi Limited. We will not receive any of the proceeds +from the sale of Ordinary Shares by them. + + + +Any +shares sold by Soaring Fame Global Limited, Emprise Ahead Limited, Vantage Success Enterprises Limited, Alpha Summit Ventures Limited +and Shao Qi Limited until our Ordinary Shares are listed or quoted on an established public trading market will take place at an assumed +public offering price between US$4.00 and US$5.00, which is the public offering price of the Ordinary Shares we are selling in our +initial public offering. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. The distribution +of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers transactions, +privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary +or specifically negotiated brokerage fees or commissions may be paid by Soaring Fame Global Limited, Emprise Ahead Limited, Vantage Success +Enterprises Limited, Alpha Summit Ventures Limited and Shao Qi Limited. No sales of the shares covered by this prospectus shall occur +until the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq. + + + +We expect that concurrent +with our initial public offering, our Ordinary Shares will be listed on the Nasdaq under the symbol "COC." + + + +We +are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected +to comply with certain reduced public company reporting requirements. + + + +An +investment in our Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 14 +of this prospectus before you make your decision to invest in our Ordinary Shares. + + + +Neither +the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the +accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. + + + +The +date of this prospectus is [ ], 2025 + + + + Alt-i + + + + + + + +[RESALE +PROSPECTUS ALTERNATE PAGE] + + + +TABLE +OF CONTENTS + + + + + + Page \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0001983897_glamoore_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0001983897_glamoore_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..1042a5b6fcdd73e1667480fc6c5a4c81eaad7014 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0001983897_glamoore_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 Risk Factors 15 Special Note Regarding Forward-Looking Statements 40 Industry and Market Data 41 Use of Proceeds 48 Dividend Policy 49 Capitalization 50 Dilution 51 Exchange Rate Information 53 Corporate History and Structure 54 Management s Discussion and Analysis of Financial Condition and Results of Operations 56 Business 76 Regulations 95 Management 110 Related Party Transactions 116 Principal Shareholders and Selling Shareholders 119 Description of Share Capital 121 Shares Eligible for Future Sale 132 Material Income Tax Considerations 134 Underwriting 138 Expenses Related to this Offering 142 Legal Matters 143 Experts 143 Enforceability of Civil Liabilities 143 Where You Can Find Additional Information 144 Index to Consolidated Financial Statements F-1 We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. Neither we, the Selling Shareholders, nor the Underwriters, have authorized anyone to provide you with different information, and we and the Underwriters take no responsibility for any other information others may give you. Neither we, the Selling Shareholders, nor the Underwriters are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares. For investors outside the United States: Neither we, the Selling Shareholders, nor the Underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States. GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a majority of our outstanding Ordinary Shares 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 Exchange Act. Until and including , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions. i Table of Contents CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires, all references in this prospectus to: "Amended and Restated Memorandum and Articles refers to the amended and restated memorandum and articles of association of our Company to be adopted by the Company conditional upon and with effect from the date on which the Registration Statement becomes effective; "AUM" refer to assets under management; "BVI" refers to the British Virgin Islands; "CCASS" refers to the Central Clearing and Settlement System established and operated by the HKSCC; "Companies Act" refers to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time; "Company," "we," "us," and "GCGCL" refers to GLAMOORE Capital Group Company Limited, an exempted Company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2020, that will issue the Ordinary Shares being offered and does not include its subsidiaries, GCL, GMCL and GVL. Where appropriate, we shall refer to the subsidiaries by their legal names, collectively as "our subsidiaries", or "Operating Subsidiaries" when we refer to our operating entities, as the case may be, and clearly identify the entity in which investors are purchasing an interest; "COVID-19" refers to the Coronavirus Disease 2019; "Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended; "GCL" refers to GLAM Capital Limited, a Hong Kong company that holds Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) licenses from the Securities and Futures Commission of Hong Kong and principally provides placing and underwriting services, investment advisory services, business development services, asset management services and securities brokerage services and is one of the Operating Subsidiaries; "GEM Listing Rules" refers to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited; "GMCL" refers to Grand Moore Capital Limited, a Hong Kong company that holds Type 1 (dealing in securities) and Type 6 (advising on corporate finance) licenses from the Securities and Futures Commission of Hong Kong and principally provides IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services and is one of the Operating Subsidiaries; "GVL" refers to Grand Well Ventures Limited, a BVI business company limited by shares incorporated in the BVI, a direct wholly owned subsidiary of GCGCL; "high net worth individuals" refers to people who own individual investable assets including financial assets and investment property with total value over HK$8 million; "HKD" or "HK$" refers to Hong Kong dollar(s), the lawful currency of Hong Kong; "HKSCC" refers to the Hong Kong Securities Clearing Company Limited; "Hong Kong" refers to Hong Kong Special Administrative Region of the People s Republic of China; "Hong Kong Listing Rules" refers to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; ii Table of Contents "Hong Kong Stock Exchange" and "HKEx" refers to The Stock Exchange of Hong Kong Limited; "Independent Third Party" refers to a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company; "IPO" refers to an initial public offering of securities; "mainland China" refers to the PRC (excluding Hong Kong, Macau and Taiwan); "Nasdaq" refers to Nasdaq Stock Market LLC; "Operating Subsidiaries" refer to GCL and GMCL; "Ordinary Shares" or "Shares" refer to our ordinary shares, par value US$0.01 per ordinary share; "PRC Counsel" refers to China Commercial Law Firm; "PCAOB" refers to Public Company Accounting Oversight Board; "PRC" or "China" refers to the People s Republic of China; "PRC government" or "PRC authorities," or variations of such words or similar expressions, refer to the central, provincial, and local governments of all levels in mainland China, including regulatory and administrative authorities, agencies and commissions, or any court, tribunal or any other judicial or arbitral body in mainland China; "PRC laws" refer to all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law in mainland China; iii Table of Contents "RMB" or "Renminbi" means Renminbi, the lawful currency of the PRC; "SEC" or "Securities and Exchange Commission" means the United States Securities and Exchange Commission; "SFC" refers to Securities and Futures Commission of Hong Kong; "SFC Code of Conduct" refers to the Code of Conduct for Persons licensed by or Registered with the SFC issued by the SFC, as amended, supplemented and/or otherwise modified from time to time; "SFO" refers to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); "Securities Act" refers to the U.S. Securities Act of 1933, as amended; "Selling Shareholders" refers to Bessie SIU with respect to 475,000 Ordinary Shares, Wai Ha LAM with respect to 400,000 Ordinary Shares, Fine Treasure International Limited with respect to 437,500 Ordinary Shares, and Forever Wealth Global Limited with respect to 437,500 Ordinary Shares; "Takeovers Code" refers to the Code on Takeovers and Mergers issued by the SFC; and "U.S. dollars" or "$" or "USD" or "dollars" refers to United States dollar(s), the lawful currency of the United States. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the Underwriters of their Over-Allotment Option. GCGCL is a holding company with operations conducted in Hong Kong through its key Operating Subsidiaries in Hong Kong, GMCL and GCL. GMCL s and GCL s reporting currency is Hong Kong dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.7799, representing the spot rate as set forth in the H.10 statistical release of the United States Federal Reserve Board as of March 31, 2025. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate. iv Table of Contents PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the Shares. You should read the entire prospectus carefully, including "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the related notes thereto, in each case included in this prospectus. You should carefully consider, among other things, the matters discussed in the section of this prospectus titled "Business" before making an investment decision. Unless the context otherwise requires, all references to "GCGCL," "we," "us," "our," the "Company," and similar designations refer to GLAMOORE Capital Group Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands. Overview We are a specialized financial services provider based in Hong Kong with operations conducted by the Operating Subsidiaries GCL and GMCL. GCL is licensed with the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, including placing and underwriting services, investment advisory services, asset management services and securities brokerage services; GMCL is licensed with the SFC to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, including IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services. Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors: Established reputation and market presence in the financial services industry; The Operating Subsidiaries have an experienced management team and a well-qualified professional workforce; Established and strong relationship with clients and stable client base; and Strong regulatory compliance and risk management framework. Our Strategies We intend to pursue the following strategies to further expand our business: Enhance and expand existing business capabilities; Strengthening our placing and underwriting services; Broaden client network; and Enhance and broaden our asset management services. Corporate History and Structure We, through the Operating Subsidiaries GCL and GMCL in Hong Kong, are a financial services provider principally engaging in the provision of (i) corporate finance and capital market advisory services; (ii) placing and underwriting services; (iii) investment advisory services, (iv) IPO sponsorship services (v) asset management services, (vi) business development services and (vii) securities brokerage services. GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2020 under the name "GLAM Capital Group Company Limited" and was renamed "GLAMOORE Capital Group Company Limited" on July 5, 2023. GCGCL s direct subsidiary is GVL, a British Virgin Islands Business Company incorporated on January 3, 2020 and the holding company of the Operating Subsidiaries. Prior to the reorganization as described below, GCGCL was the holding company of GCL through GVL. GCGCL historically conducted its business through GCL, a company incorporated under the laws of Hong Kong on July 11, 2018 and is licensed by the SFC to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities (license no.: BNR298). GCL principally provides financial services, including placing and underwriting services, investment advisory services, discretionary investment management services and fund management services in Hong Kong. Pursuant to the reorganization as described below, GCGCL became the holding company of both GCL and GMCL through GVL. GMCL is incorporated under the laws of Hong Kong on May 14, 2015, and is licensed by the SFC to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities (license no.: BGB 919). GMCL principally provides financial advisory and independent financial advisory services, compliance advisory services and IPO sponsorship services in Hong Kong. In advance of this offering, we undertook a reorganization which resulted in GCGCL becoming a holding company for the Operating Subsidiaries. On June 29, 2023, Joyful Smart Investments Limited acquired 10% of the issued shares of GCGCL from New Season International Limited, a company which, at the time of the acquisition, held 10% of the issued shares of GCGCL. On the same day, Joyful Smart Investments Limited acquired 9.8% of the issued shares of GCGCL from Joy Win Ventures Limited, a company which, at the time of the acquisition, held 9.8% of the issued shares of GCGCL. Immediately after the transaction, GCGCL was held as to 75% and 25% by Joyful Smart Investments Limited and Million Bright Enterprises Limited, respectively. On June 29, 2023, Team Plus International Limited acquired the entire issued shares of GCGCL from Joyful Smart Investments Limited and Million bright Enterprises Limited. Immediately after the transaction, GCGCL was a direct wholly owned subsidiary of Team Plus International Limited. On June 29, 2023, the then shareholder of GCGCL, Team Plus International Limited, resolved and approved to increase the share capital of GCGCL from US$50,000 to US$100,000 divided into 100,000 shares, par value of US$1.00 each. On January 17, 2023, GVL and GCGCL entered into a sale and purchase agreement with Optimum Lead Limited and Pacific Express Limited, pursuant to which GVL conditionally agreed to acquire all the shares of GMCL from Optimum Lead Limited and Pacific Express Limited, in consideration of which GCGCL conditionally agreed to allot and issue an aggregate of 50,000 shares, credited as fully-paid in its share capital, to Active Ideal Holdings Limited. The transaction was completed on June 30, 2023. The 50,000 shares allotted and issued to Active Ideal Holdings Limited represented 50% of the total issued share capital of GCGCL immediately after the transaction. Following the transaction, GCL and GMCL have become an indirect wholly-owned subsidiary of GCGCL, through GVL. On May 20, 2024, the shareholders of GCGCL resolved and approved (i) a subdivision of each of the issued and unissued shares with par value of US$1.00 each into 100 shares with a par value of US$0.01 each as part of the Company s reorganization (the "Share Split"), and (ii) an increase in the authorized share capital of GCGCL to US$1,000,000 divided into 100,000,000 shares of US$0.01 each by the creation of an additional 90,000,000 new unissued shares of the Company (the "Increase in Authorized Share Capital"). Immediately after the Share Split and the Increase in Authorized Share Capital, the authorized share capital of the Company consists of US$1,000,000 divided into 100,000,000 Ordinary Shares, par value of US$0.01 each, and the issued share capital of the Company consists of US$100,000 divided into 10,000,000 Ordinary Shares, par value of US$0.01 each. On July 29, 2024, Active Ideal Holdings Limited entered into a sale and purchase agreement with Optimum Lead Limited, pursuant to which Optimum Lead Limited acquired 3,350,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Optimum Lead Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Iat Seng LEI. Also on July 29, 2024, Active Ideal Holdings Limited entered into another sale and purchase agreement with Pacific Express Limited, pursuant to which Pacific Express Limited acquired 1,650,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Pacific Express Limited allotted and issued an aggregate of 9,000 shares, credited as fully-paid in its share capital, to its shareholder WORLDGATE GLOBAL LOGISTICS LTD. On July 29, 2024, Team Plus International Limited entered into a sale and purchase agreement with Joyful Smart Investments Limited, pursuant to which Joyful Smart Investments Limited acquired 3,750,000 Ordinary Shares from Team Plus International Limited, in consideration of which Joyful Smart Investments Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Wan Yiu YEUNG. Also on July 29, 2024, Team Plus International Limited entered into another sale and purchase agreement with Million Bright Enterprises Limited, pursuant to which Million Bright Enterprises Limited acquired 1,250,000 Ordinary Shares from Team Plus International Limited, in consideration of which Million Bright Enterprises Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Ching Wei HONG. Further, on August 2, 2024, Joyful Smart Investments Limited entered into investment agreement with Fine Treasure International Limited and Forever Wealth Global Limited, pursuant to which Joyful Smart Investments Limited agreed to sell and each of Fine Treasure International Limited and Forever Wealth Global Limited agreed to purchase 437,500 Ordinary Shares of GCGCL. Also on August 2, 2024, Optimum Lead Limited entered into investment agreement with Bessie SIU and Wai Ha LAM, pursuant to which Optimum Lead Limited agreed to sell, and Bessie SIU and Wai Ha LAM agreed to purchase from Optimum Lead Limited 475,000 Ordinary Shares and 400,000 Ordinary Shares, respectively. 1 Table of Contents The chart below illustrates our corporate structure as of the date of this prospectus and upon completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option): As of the date of this prospectus, the Company s principal shareholders hold in aggregate 82.5% of the Ordinary Shares. After this offering, these principal shareholders will hold in aggregate approximately 68.75% of the Ordinary Shares, assuming the Underwriters do not exercise the Over-Allotment Option. Although we will not be considered a "controlled company" under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering, the abovementioned shareholders, if they act together, will be able to control the management and affairs of our company. We are offering 2,000,000 Ordinary Shares, representing approximately 16.67% of the issued and outstanding Ordinary Shares following completion of the offering of GCGCL, assuming the Underwriters do not exercise the Over-Allotment Option. The Selling Shareholders are offering 1,750,000 Ordinary Shares, representing approximately 14.58% of the total outstanding Ordinary Shares following the completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option), to the underwriters pursuant to this prospectus. Holding Company Structure GCGCL is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Hong Kong through the Operating Subsidiaries. This is an offering of the Ordinary Shares of GCGCL, an exempted company with limited liability incorporated under the laws of the Cayman Islands, instead of the shares of the Operating Subsidiaries. Investors in this offering will not directly hold any equity interests in the Operating Subsidiaries. As a result of our corporate structure, GCGCL s ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries. If our existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. 2 Table of Contents Transfers of Cash To and From Our Subsidiaries Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by the Board of Directors. No regulatory approval is required for GCGCL to transfer cash to its subsidiaries is subject to the following: GCGCL is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions, provided such funding is in the best interest of GCGCL. GCGCL s subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiaries subject to certain restrictions laid down in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant GCGCL s subsidiary incorporated under the laws of the BVI. The ability of GVL, the direct subsidiary of GCGCL, to transfer cash to GCGCL is subject to the following: according to the BVI Business Companies Act 2004 (as amended), GVL may make dividends distribution to the extent that immediately after the distribution, the value of the company s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. The ability of GMCL and GCL to transfer cash to GVL is subject to the following: according to the Companies Ordinance of Hong Kong, GMCL and GCL may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. On November 5, 2024, the Company, Mr. Law, and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Law (in the amount of HK$2,738,736) and the corresponding amount due to Active Ideal as of November 5, 2024. On November 6, 2024, the Company, Mr. Yeung and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Yeung (in the amount of HK$5,373,643) and the amount due to Team Plus International Limited as of November 6, 2024 (in the amount of HK$4,019,039). See "Related Party Transactions" on page 116 for further details. Other than the transactions above, during the fiscal years ended March 31, 2025 and 2024, GCGCL, GVL, GMCL and GCL did not declare or pay any dividends or made other distributions, and there was no transfer of assets among GCGCL and its subsidiaries. If we determine to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. GCGCL is permitted under the laws of Cayman Islands to provide funding to its subsidiaries through loans or capital contributions, provided such funding is in the best interest of GCGCL. The Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to GCGCL through dividend distributions without restrictions on the amount of the funds distributed. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Subject to the Cayman Islands laws and our Amended and Restated Memorandum and Articles, our Board of Directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. 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 our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Any of these factors could have a material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our shareholders after the completion of the IPO. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands. 3 Table of Contents Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of share capital. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between GCGCL and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries, to GCGCL and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us. See "Dividend Policy" and "Risk Factors — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business," and Consolidated Statements of Change in Shareholders Equity in the audited financial statements contained in this prospectus for more information. Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; (e) and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include: (a) the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provides less protection to investors; and (b) the Cayman Islands companies may not have standing to sue before the federal courts of the United States. Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated. We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States. Ogier, our counsel as to the laws of the Cayman Islands has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us based on certain civil liability provisions of the securities laws of the United States, and (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. There is no statutory enforcement 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 foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions. Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors. Name Position Nationality Residence Mr. Law Chun Ming Johnny Chairman of the Board of Directors Australian Hong Kong Mr. Chu Chun Yi Director and Chief Executive Officer Chinese Hong Kong Mr. Chow Ka Keung Chief Financial Officer Chinese Hong Kong Mr. Lee Kam Wing Victor Independent Director Appointee Chinese Hong Kong Mr. Lau Wai Leung Alfred Independent Director Appointee Chinese Hong Kong Mr. Chan Ho Choi Henry Independent Director Appointee Chinese Hong Kong 4 Table of Contents CFN Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. Summary of Key Risks Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects that you should consider before \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002001611_everfront_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002001611_everfront_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..b0eef5807242e1f55a1d50b234b95e75352566d3 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002001611_everfront_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in Ordinary Shares, discussed under "Risk Factors" before deciding whether to buy Ordinary Shares. Everfront Holding is a holding company incorporated in the British Virgin Islands ("BVI") that conducts its operations through its 99.96% owned subsidiary, Everfront Biotech Inc. ("Everfront Biotech"), which is incorporated and operates in Taiwan. Everfront Holding holds no other assets and conducts no operations of its own. Overview We are a clinical stage biopharmaceutical company dedicated to the discovery, development and commercialization of new drugs that have potential as treatments for patients with cancers, neurodegenerative diseases and rare diseases. We are focused on new drug discovery and development, supported by our research and development (R&D) team established in 2010. Our team is specialized in preclinical study design, chemistry, manufacturing, and controls (CMC), investigational new drug (IND) submission, and clinical trial design and conduction. Our goal is to develop technology with the commercial potential to help people with unmet medical needs. As of the date of this prospectus, we are conducting three clinical trials in Taiwan under the approval of the United States Food and Drug Administration (FDA) and the Taiwan Food and Drug Administration (TFDA) for the following product candidates. As of the date of this prospectus, we have no products approved for commercial sale and have never generated any revenue from product sales. Please also see the risk factor entitled "We are a cancer drug development company with a limited operating history." Cerebraca Wafer is a biodegradable implant produced according to Pharmaceutical Inspection Co-operation Scheme, or PIC/S, Good Manufacturing Practice, or GMP, standards. Cerebraca Wafer has been designed to treat glioblastoma (GBM) by directly implanting it into the GBM tumor margin after surgical resection. Cerebraca Wafer is characterized by its 30-day sustained drug release and 5-cm penetration depth observed in preclinical studies (IND128388, Module 2, Report 51904-12-708), with the intention that this will create a high drug concentration environment for treating the cancer. Cerebraca Wafer is a multi-functional drug with the potential to inhibit receptor tyrosine kinases (Epidermal Growth Factor Receptor, or "EGFR", Axl-1 Receptor, and c-Mesenchymal-Epithelial Transition Factor Receptor, or "cMet Receptor") to halt cancer stem cell proliferation. Additionally, it has the potential to improve patients quality of life by boosting Adenosine Triphosphate, or ATP, levels through Axl-mTOR (mammalian target of rapamycin) (Liu C-A, et al., Journal of Oncology. 2022; 3236058) inhibition and AMP-activated Protein Kinase, or AMPK, activation (Lee J-H, et al., International Journal of Molecular Science. 2021; 22(12): 6339). Furthermore, Cerebraca Wafer has been designed to promote methylation of O6-Methylguanine-DNA Methyltransferase, or MGMT, and Programmed Cell Death Ligand 1, or PD-L1, promoters in order to help overcome chemotherapeutic resistance (Liu C-A, et al., Cancers. 2022; 14(4): 1051) and transform a cold tumor microenvironment into an immune-active hotspot (Liu C-A, et al., Journal of Oncology. 2022; 3236058). In the Phase I/IIa clinical trial, recurrent GBM patients with receptor tyrosine kinase markers (EGF receptor, Axl-1 receptor, and cMet receptor) who received surgical resection of GBM and implantation of the Cerebraca Wafer followed by temozolomide therapy showed a median overall survival of 26.2 months in the preliminary results. However, limited reliable biomarkers currently exist for GBM diagnosis and treatment selection. Identifying these biomarkers and developing accurate tests to detect them is crucial for personalized medicine but very challenging. In our next clinical study, we will recruit GBM patients with IDH wild-type (National Comprehensive Cancer Network, or NCCN, Guidelines Central Nervous System Cancers, Version 1.2024), and we will analyze biomarkers in a subgroup analysis. While the preliminary results of the Phase I/IIa clinical trial are encouraging, extending the median overall survival beyond 26.2 months will require biomarker identification before surgery, which may pose significant scientific and clinical challenges. This difficulty is multifaceted and can be attributed to several key factors. Challenge of Companion Diagnostics Development: There is currently no approved Companion Diagnostics for GBM treatment or diagnosis. Limited Reliable Biomarkers: One of the primary challenges in GBM treatment is the scarcity of reliable biomarkers for diagnosis and treatment selection. Heterogeneity of GBM: Identifying and targeting the specific molecular pathways involved in each patient s tumor remains a significant challenge. Treatment Resistance Mechanisms: The ability of GBM to adapt and resist treatment poses a significant hurdle in extending survival times further. 1 EF-009 Wafer is a biodegradable implant produced according to PIC/S GMP standards that is designed to treat pancreatic cancer by directly implanting it into the pancreatic cancer tumor margin (IND145153, Module 4, Report D06), which is intended to lead to local tumor regression. This neo-adjuvant therapy may allow patients with locally advanced pancreatic cancer to undergo tumor resection therapy. EF-009 has been designed to work by regulating DNA-methyltransferase 1, or DNMT1, and its downstream targets, Patched Domain-Containing 4, or PTCHD4, and hedgehog signaling (Huang M-H, et al., Pharmacological Research. 2019; 139: 50), in order to help reduce pancreatic cancer growth. Additionally, our preclinical studies have demonstrated that EF-009 can have synergistic effects with existing chemotherapy drugs, including Gemcitabine, Cisplatin, 5-Fluorouracil, Irinotecan, Oxaliplatin, and Paclitaxel (Patents for cancer treatment, p.63, a combination for the treatment of cancer and its application), implying that combining EF-009 with these currently available chemotherapy drugs may help achieve improved clinical outcomes. We have received approval from both the U.S. Food and Drug Administration (FDA) and Taiwan Food and Drug Administration (TFDA) to conduct a Phase I/IIa clinical study to evaluate the safety profile and therapeutic effects on patients with locally advanced pancreatic cancer. We have completed site selection for this study and expect to begin enrolling patients in the first quarter of 2026. Nevertheless, we will likely need to conduct a proof-of-concept study in humans to reproduce the effects observed in preclinical research. Other risks associated with using the EF-009 Wafer implant may include local inflammation caused by laparoscopic intervention and investigational product degradation, as well as surgical procedures, infection, wound bleeding, and anesthesia. EF-031 is a soft-gel capsule formulation produced according to PIC/S GMP standards and designed to serve as a second-generation product to support the therapeutic actions of the Cerebraca Wafer and the EF-009 Wafer. Unlike the Cerebraca Wafer and the EF-009 Wafer, which require surgical implantation, EF-031 can be administered orally. In a study conducted by Pharmaron, a contract research organization (study report 51904-15-393), systemic oral administration of EF-031 revealed a 5.6 times higher concentration of EF-031 in the brain and a 64.2 times higher concentration in the pancreas compared to a plasma exposure. Nevertheless, we will likely need to conduct a proof-of-concept study in humans to replicate the effects observed in preclinical research. HK-001 is a soft-gel capsule formulation produced according to PIC/S GMP standards and designed for the treatment of Amyotrophic Lateral Sclerosis (ALS). Animal study results indicate that administration of HK-001 may help prolong the survival of ALS animals and delay disease progression (Hsueh K-W, et al., Neuropharmacology. 2016; 108: 152). A Phase I clinical trial on healthy subjects is ongoing to determine the maximum tolerated dose (MTD). Nevertheless, we will likely need to conduct a proof-of-concept study in humans to replicate the effects observed in preclinical research. Corporate Information Our principal executive offices are 10F-1, No.130, Songshan Rd., Xinyi Dist., Taipei City 110, Taiwan, and our telephone number is +886-2-27563796. Our registered office in the British Virgin Islands is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands. We maintain a website at http://www.efbiotech.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Risk Factors Summary An investment in our securities is subject to a number of risks, including risks related to our industry, business and corporate structure. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in "Risk Factors" in this prospectus beginning on page 9 for a more thorough description of these and other risks. We are a cancer drug development company with a limited operating history. We expect our operating results to fluctuate significantly in the future as our business advances. We have no products approved for commercial sale and have not generated any revenue from product sales. If we fail to raise additional funds, our ability to execute our business and development strategies may be affected. Raising additional capital may cause dilution to our shareholders, restrict our operations, or require us to relinquish rights to our technologies or product candidates. We have never successfully completed clinical development for any of our product candidates, and we may be unable to do so. Certain of our cancer drugs are still in preclinical development and may never advance to clinical development. Clinical product development involves a lengthy and expensive process, with an uncertain outcome. Interim, top-line, and initial data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to confirmation, audit and verification procedures that could result in material changes in the final data. 2 We may incur additional costs or experience delays in initiating or completing, or ultimately be unable to complete, the development and commercialization of our product candidates. If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented. We may not be able to replicate the results from our earlier preclinical and clinical studies in later preclinical studies and clinical trials, and this could prevent us from successfully developing, obtaining regulatory approval for and commercializing our product candidates. Our growth depends on our ability to successfully develop, acquire or license new drugs. Clinical trials may be subject to liability claims, which may delay or even cause our R&D plans to fail, consume our resources, cause us to incur significant liability and limit the development of our products. We conduct clinical trials on some of our product candidates at locations outside the United States, approval by the FDA is critical to our development, and the FDA may not accept data from trials conducted at certain locations. If clinical trials of our product candidates fail to demonstrate safety and efficacy, we may incur additional costs or delays, or ultimately fail to complete the development and commercialization of our product candidates. We have no history of obtaining regulatory approval or commercialization of any new drug candidates. We face substantial competition, which may result in others discovering, developing or commercializing products before, or more successfully than, we do. If our current product candidates or any future product candidates do not achieve broad market acceptance, the revenue that we generate from their sales may be limited, and we may never become profitable. If side effects associated with our current or future products are discovered prior to marketing and sale, we may be required to withdraw these products from the market, conduct lengthy additional clinical trials or change the labeling of our products, any of which could adversely affect our growth. We may be subject to product liability claims in the future, which may consume our resources, expose us to significant liability and limit the commercialization of any products we may develop. Even if our product candidates are approved for marketing, they may not be acceptable to physicians, patients, third-party payers and others in the medical community, and the market opportunity for our product candidates may be smaller than we estimate to achieve the market size required for commercial success. Obtaining and enforcing pharmaceutical patents involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our business, financial position, operations and prospects, and interrupt our research activities. Developments in patent law could have a negative impact on our patent positions and business. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed, respectively. We and our licensors may not be able to enforce our intellectual property rights throughout the world. We may seek to partner with third parties to develop and commercialize our product candidates, and if we fail to enter into such collaborations, or if such collaborations are unsuccessful, we may not be able to realize the market potential of our product candidates. We are a development-stage drug discovery company and therefore face risks associated with the development of new businesses in the industry. Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions. We may seek orphan drug designation for certain of our product candidates, and we may be unsuccessful or may be unable to maintain the benefits associated with orphan drug designation, including the potential for market exclusivity. If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business. We have convertible debt that will be converted into our Ordinary Shares upon the closing of this offering, which will cause immediate and substantial dilution to our shareholders. There has been no public market for our Ordinary Shares prior to this offering, and if an active trading market does not develop, you may not be able to resell our Ordinary Shares at or above the price you paid, or at all. As a "controlled company" under Nasdaq Listing Rules, we plan to rely on certain exemptions from Nasdaq corporate governance rules, which means our shareholders will not have the same protections afforded to shareholders of other companies. Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and we insiders will hold a large portion of our listed securities. Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile. 3 Our management team has limited experience managing a public company. The obligations associated with becoming a public company may strain our resources, result in more litigation and divert management s attention from operating our business. You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased. Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of Ordinary Shares to decline. We do not intend to pay dividends for the foreseeable future. If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline. We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares, and such volatility may subject us to securities litigation. You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because Everfront Holding is incorporated under British Virgin Islands law. As a foreign private issuer, we are permitted to rely on certain home country rules in lieu of the corresponding corporate governance standards of the Nasdaq Listing Rules applicable to domestic U.S. issuers. This may afford less protection to holders of our shares. If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which would negatively impact the price of our securities and your ability to sell them. Because our business is conducted in New Taiwan dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments. We have broad discretion in the use of the net proceeds from this offering and may not use them effectively. Our pre-initial public offering, or pre-IPO, shareholders will be able to sell their shares after completion of this offering subject to restrictions under Rule 144. We could be deemed to be a passive foreign investment company (PFIC), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares. We will be an emerging growth company within the meaning of the Securities Act upon the consummation of this offering and may take advantage of certain reduced reporting requirements. Implications of Being an "Emerging Growth Company" As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we: may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations, or MD are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; are not required to obtain an attestation and report from our independent registered accounting firm on its management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency" and "say-on-golden-parachute" votes); are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer, or CEO, pay ratio disclosure; are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act; and 4 will not be required to conduct an evaluation of our internal control over financial reporting for two years. We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act. Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein referred to as the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (ii) the last day of the fiscal year during which the fifth anniversary of the date of this offering occurs; (iii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would occur if the market value of Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.00 billion in non-convertible debt securities during any three-year period. Implications of Being a Foreign Private Issuer Because we are incorporated in the British Virgin Islands and more than 50% of our outstanding voting securities are not directly or indirectly held by residents of the United States, we are a "foreign private issuer" under U.S. securities laws. This means that 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, including the following. We will not be required to provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company. For interim reporting, we will not be required to file quarterly reports on Form 10-Q containing unaudited financial and other specific information or current reports on Form 8-K upon the occurrence of specified significant events; instead, SEC rules will only require that we comply with our home country requirements, which are less rigorous than the rules that apply to U.S. domestic public companies. We will be required to file an annual report on Form 20-F, rather than Form 10-K, and therefore will be permitted to provide less detailed disclosure on certain issues, such as executive compensation. We will be exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information. We will be exempt from compliance with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, including the requirement to file a proxy statement that complies with SEC rules and regulations. Section 16 of the Exchange Act, which requires insiders to file public reports of their share ownership and trading activities and establishes insider liability for profits realized from any "short-swing" trading transaction will not apply to us. We will cease to be a foreign private issuer, and lose the benefits of these rules, once 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three conditions are true: (i) the majority of the members of our board of directors and senior management are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. 5 In addition, because we are a foreign private issuer, the Nasdaq Listing Rules permit us to follow certain home country rules rather than the corresponding corporate governance standards of Nasdaq. The standards applicable to us may be considerably different than the standards applied to domestic U.S. issuers, including requirements to: have a majority of our board consist of independent directors (although all of the members of the audit committee must be independent under the Exchange Act); have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; have regularly scheduled executive sessions with only independent directors; or have executive sessions of solely independent directors each year. Implications of Being a Controlled Company As of the date hereof (after giving effect to this offering), Mr. Ho-Ching Chen holds beneficial ownership of 73.35% of our outstanding Ordinary Shares pursuant to agreements in which certain of our shareholders have given Mr. Chen voting control over their shares, including in connection with the election of our directors. For so long as these agreements provide Mr. Chen with more than 50% of the voting power for the election of our directors, we will be a "controlled company" under Nasdaq rules. As a controlled company, we will be permitted not to comply with certain of Nasdaq s corporate governance requirements, including exemptions from the following rules: that a majority of our board of directors must be independent directors; that we have a Compensation Committee that will determine or recommend the compensation of our executive officers and that it be composed solely of independent directors; and that our director nominees must be selected or recommended solely by independent directors. We currently intend to rely on the controlled company exemptions in respect of our Compensation Committee and Nominating and Corporate Governance Committee, each of which will include directors that are not independent under Nasdaq Listing Rules. Further, although we do not intend to rely on the exemption in respect of a majority independent board, we will have the right to use this exemption in the future. As a result, you may not have the same protections afforded to shareholders of companies that are subject to, or voluntarily follow, these Nasdaq corporate governance requirements. Following this offering, as long as Mr. Ho-Ching Chen maintains control over a majority of the voting power of our outstanding Ordinary Shares with respect to the election of our directors, we may utilize certain of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements of Nasdaq. If we cease to be a "controlled company" and our common stock continues to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods. 6 The Offering Ordinary Shares in this offering Ordinary Shares Price per Ordinary Share Between $ and $ per Ordinary Share Ordinary Shares outstanding prior to completion of this offering 52,237,745 Ordinary Shares Ordinary Shares outstanding immediately after this offering Ordinary Shares Transfer Agent Nasdaq Capital Market symbol We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market under the symbol "EFB". This offering is contingent upon the final approval from Nasdaq for the listing of our Ordinary Shares on the Nasdaq Capital Market, and we will not proceed to consummate this offering if Nasdaq denies our listing application. No assurance can be given that our application will be approved. Use of proceeds We intend to use the proceeds from this offering for (i) Glioblastoma clinical trial expenses – Cerebraca Wafer Phase I/IIa; (ii) Glioblastoma clinical trial expenses – Cerebraca Wafer Phase IIb/III; (iii) Oncology clinical trial expenses – HK-001 / EF-031; (iv) Pancreatic cancer clinical trial expenses – EF-009 Wafer; (v) general research and development expenses; (vi) patent maintenance and application expenses; and (vii) working capital and other general corporate expenses. See "Use of Proceeds." Lock-up We and all of our directors and officers and shareholders that hold 5% or more of our outstanding Ordinary Shares have agreed with the representatives of the underwriters, subject to certain exceptions, not to sell, transfer, or dispose of, directly or indirectly, any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of six months after the closing of his offering. See "Shares Eligible for Future Sale" and "Underwriting." Representative s warrants: We have agreed to issue, on the closing date of this offering, warrants (the "Representative s Warrants") to Sutter Securities, Inc., in an amount equal to 5% of the aggregate number of Ordinary Shares sold by us in this offering. The exercise price of the Representative s Warrants is equal to 125% of the price to the public in this offering. The representative s warrants are exercisable after the closing date of this offering (the "Closing") until the date that is five years after the commencement of sales in this offering. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002061622_21shares_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002061622_21shares_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002061622_21shares_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002062397_riverstone_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002062397_riverstone_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..8660bde35cb71c038e7891694bbcceab0989c3e4 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002062397_riverstone_prospectus_summary.txt @@ -0,0 +1,21747 @@ +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 consolidated financial statements and +notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes +forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." +Unless otherwise stated, all references to "us," "our," "we," the "Company," and similar +designations refer to Riverstone Ltd, a BVI business company. + + + +Overview and Corporate History + + + +Riverstone is a vertically integrated, +B2B (Business to Business) and B2C (Business to Consumer), fast fashion supply chain management service provider, combining advanced technologies +and ethical practices. We represent over 15 years of experience offering our customers up-to-date, innovative, and sustainable fast fashion +products as well as a full suite of artificial intelligence ("AI") and 3D assisted services from market trend analysis, product +design and development, raw material sourcing, manufacturing, quality control, inventory management and logistics management. Serving +customers primarily located in Australia, China, Mexico, the United Kingdom, and the U.S. markets, we are a one-stop destination for producers +and retailers of fast fashion apparel products. We are committed to reducing our environmental impact through recycling, clean processes, +traceable sourcing, and other eco-friendly practices and we strive for sustainable solutions to fulfil our customers needs throughout +garment production. + + + +Our process begins +by conducting market trend analysis to identify changes in fashion trends. We discuss with customers their requirements for the upcoming +season and pitch various designs having considered both emerging trends derived from our extensive historical digital database as well +as our customers needs. We utilize technology to iterate samples which both reduces waste and allows us to speed up the +overall development process. We mainly rely on our in-house team and facilities to produce prototypes and once a design is finalized, +we proceed to bulk production. During production, we closely monitor the production schedule and conduct quality control on the finished +product before it is finally delivered to our customer. + + + +We currently act as an: + + + + + + + Original Equipment Manufacturer ("OEM") – providing comprehensive apparel solutions to established fashion retailers worldwide; + + + + + Original Design Manufacturer ("ODM") – supporting designers in launching their own labels; and + + + + + Original Brand Manufacturer ("OBM") – designing and producing apparel under our own brands such as "DOUBLE CRAZY". + + + + +Riverstone, incorporated on July +3, 2024, under the laws of the BVI, is the holding company of our directly held subsidiaries, D&J, Marvel, Rocksolid, WeDress Australia, +WeDress U.S., WeDress UK and WeDress Mexico and our indirectly held subsidiaries D&J Ganzhou and Ka Yee. Our operating history began +in 2010 when D&J was founded in Hong Kong by Ms. Tang to provide a full range of garment supply chain services including but not limited +to garment design, manufacturing, and apparel solution services. Prior to a restructuring in 2024 these subsidiaries were a consortium +of companies providing a full range of garment supply chain services under and still are under the common control of our Controlling Shareholder. + + + +Competitive Strengths + + + +We believe the following competitive +strengths differentiate us from our competitors: + + + + + + + Diversified business model; + + + + + Integration of technology; + + + + + A focus on sustainability; + + + + + Close relationships with our major customers and strategic partners; + + + + + Emphasis on transparency and traceability; + + + + + We provide vertically integrated one-stop apparel solution services; and + + + + + Our management has deep industry knowledge and proven track records. + + + + + 5 + + + + + + + +Our Strategies + + + +We intend to pursue the following +strategies to further expand our business: + + + + + + + Strategic global expansion, including both online and retail stores; + + + + + Strengthen our design and development capabilities; + + + + + Integrate sustainability aspects into product sourcing and environmental marketing; + + + + + Close to market production; and + + + + + Broaden our customer base and work together with our customers to expand our product mix and maintain customer relationships. + + + + +Reorganization + + + +Effective June +20, 2025 our Group completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding +structure to expand our manufacturing and sales operations and in anticipation of listing on a recognized securities market. The Company +was incorporated on July 3, 2024. The Reorganization resulted in the corporate structure as set forth in the chart below. The +primary reason for this offering and our listing on the Nasdaq Market is to allow us to raise funds to strengthen our market position +and to further expand our market share. + + + +Prior to the +Reorganization, Marvel and WeDress Australia were wholly owned by Ms. Tang, D&J was owned 51% and 49% by Ms. Tang and Marvel, +respectively, and WeDress U.S. was wholly owned by Mr. Hart, the de facto partner of Ms. Tang. As part of the Reorganization, +Riverstone Ltd was incorporated, and each of D&J, Marvel, WeDress Australia, WeDress U.S., WeDress UK, and WeDress Mexico became +directly wholly owned subsidiaries of Riverstone Ltd. + + + +Upon the completion of the reorganization, +the Company, which is 78.97% owned by Ms. Tang, directly owns 100% equity interest of each of D&J, Marvel, Rocksolid, +WeDress Australia, WeDress U.S., and WeDress UK, 99% of WeDress Mexico, and the Company indirectly, via D&J, owns 100% equity +interest of D&J Ganzhou and Ka Yee. All of these entities transferred pursuant to the reorganization are under the common control +of Ms. Tang and these transfers were accounted for as a restructuring of entities under common control. In accordance with ASC 805-50-45-5, +the accompanying financial statements have been prepared using the historical cost basis as if the reorganization had occurred at the +beginning of the first period presented, with no recognition of goodwill or fair value allocation to assets and liabilities acquired. +See "Financial Statements – Page F-7." We do not utilize a variable interest entity ("VIE") structure. +The following diagram illustrates our corporate structure upon completion of the reorganization. + + + + + + + + (1) + Wholly owned by Tse Po Hung Vincent, a business partner of Ms. Tang + + + + (2) + Owned 40.08% by James Reginald Hart, our Chief Sustainability Officer and de facto partner of Ms. Tang; 39.88% by Wong Wai Hei, our Director and Ms. Tang s son; and 20.04% by Wong Cho Yan Joan, Ms. Tang s daughter + + + + (3) + Wholly owned by Law Man Hin, a business partner of Ms. Tang + + + + (4) + Owned individually by eight unrelated third-party entities none of which individually owns, directly or indirectly, more than 2.0% of the equity interest of the Company + + + + (5) + Assuming no exercise of the underwriter s over-allotment option + and redemption in full by the holders of the Notes, in the principal amount of US$1,650,000, + + + + + + 6 + + + + + + + +Purchasers in this offering are +buying shares of Riverstone Ltd, a BVI company, whereas all of our operations are conducted through our Subsidiaries. At no time will +the Company s shareholders directly own shares of the Subsidiaries. Harney Westwood & Riegels our counsel as to the laws of +the BVI, has advised us that there is uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of U.S. +courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. +federal securities laws or the securities laws of any U.S. state, or (ii) entertain original actions brought in the BVI against us or +our Directors or Executive Officers that are predicated upon the U.S. federal securities laws or the securities laws of any U.S. state. +This structure involves unique risks to the investors, and in the event that our current corporate structure is no longer permissible +under the applicable laws and regulations, it would likely result in a material change in the Subsidiaries operations and/or a +material change in the value of the Ordinary Shares being registered in this offering and it could cause the value of such securities +to significantly decline or become worthless. + + + +We are and will be +a "controlled company" as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering, +our Controlling Shareholder, will own 63.17% of our total issued and outstanding Ordinary Shares, representing 63.17% of +the total voting power, assuming that the underwriters do not exercise their over-allotment option. + + + +REGULATORY APPROVAL OF THE PRC + + + +Permission Required from Hong Kong and Chinese +Authorities + + + +As of the date of this prospectus, +neither we nor our Subsidiaries are required to obtain any permission or approval from the Hong Kong authorities to operate our business +or issue our Ordinary Shares to foreign investors. We are also not required to obtain permissions or approvals from any PRC authorities +before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CSRC or the CAC. + + + +However, in the event that (i) +the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the +China Securities Regulatory Commission ("CSRC") or the Cyberspace Administration of China ("CAC") and that we +are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not +required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could +significantly limit or completely hinder the operations of our Subsidiaries and our ability to offer or continue to offer Ordinary Shares +to investors and could cause the value of our Ordinary Shares to significantly decline or become worthless. + + + +RECENT REGULATORY DEVELOPMENT IN CHINA + + + +Recently, the PRC government initiated +a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including +cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a +variable interest entity structure ("VIE"), adopting new measures to extend the scope of cybersecurity reviews, and expanding +the efforts in anti-monopoly enforcement. + + + +On July 6, 2021, the General Office +of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down +on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, +requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance +supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the +PRC securities laws. + + + +On December 24, 2021, the CSRC, +published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies +(Draft for Comments), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies +(Draft for Comments), which are now open for public comment. + + + +Furthermore, on July 10, 2021, +the CAC issued a revised draft of the Cybersecurity Review Measures ("Revised Draft"), which required that, among others, +in addition to Critical Information Infrastructure Operator ("CIIO"), any Data Processing Operator ("DPO") controlling +personal information of no less than one million users that seeks to list in a foreign stock exchange should also be subject to cybersecurity +review, and further listed the factors to be considered when assessing the national security risks of the relevant activities. On December +28, 2021, the CAC, the National Development and Reform Commission ("NDRC"), and several other administrations jointly issued +the revised Measures for Cybersecurity Review, or the "Revised Review Measures", which became effective and replaced the existing +Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an "online platform operator" +that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity +review. Based on a set of Q&As published on the official website of the State Cipher Code Administration in connection with the issuance +of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity +review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of +the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that +a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider +and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the +following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack +of guidance and substantial uncertainties exist with respect to their interpretation and implementation. + + + + 7 + + + + + + + +On September 30, 2024, the State +Council released the Network Data Regulation, which shall come into force on January 1, 2025. The Network Data Regulation is not only +the first at the administrative regulation level specifically for network data security, but it also serves as a comprehensive implementing +regulation for the compliance requirements set out by the Cybersecurity Law, Data Security Law, and Personal Information Protection Law. +The Network Data Regulation introduces several key obligations, including requiring network data handlers to specify the purpose and method +of personal information processing, as well as the types of personal information involved, before any personal information is handled. +It also clarifies definitions for important data, outlines the obligations of those handling important data, establishes broader contractual +requirements for data sharing between data handlers, and introduces a new exemption for regulatory obligations regarding cross-border +data transfers. + + + +Given the nature of our Subsidiaries +business, we believe this risk is not significant. Our Subsidiaries have an insignificant sales volume from customers in China and are +not CIIOs nor a DPO as defined in the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact +on our Subsidiaries business, operations or this offering as we do not believe that our Subsidiaries are deemed to be operators +of critical information infrastructure or data processors controlling personal information of no less than one million users, that are +required to file for cybersecurity review before listing in the U.S. since (i) D&J, Marvel and Ka Yee are incorporated and operating +in Hong Kong and the Revised Review Measures remain unclear whether they shall be applicable to a Hong Kong company; (ii) as of the date +of this prospectus, our Subsidiaries have not collected any personal information of PRC individuals; and (iv) as of the date of this prospectus, +our Subsidiaries have not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review. +Therefore, we believe that our Subsidiaries are not covered by the permission and requirements from the CSRC or the CAC. + + + +Nevertheless, since +these statements and regulatory actions are new, it is to be observed 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 the Revised Review Measures are adopted into law in the future and if our Subsidiaries are deemed an "operator +of critical information infrastructure" or a "data processor" controlling personal information of no less than one +million users, the listing of our Ordinary Shares on U.S. exchanges could be subject to CAC s cybersecurity review. If we become +subject to the CAC or any other governmental agency, we cannot assure you that we will be able to list our Ordinary Shares on U.S. exchanges, +or continue to offer securities to investors, which would materially affect the interest of the investors and cause significantly depreciation +of the price of our Ordinary Shares or render them worthless. + + + +On February 17, 2023, +with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing +by Domestic Companies ("Trial Measures"), +and five supporting guidelines for the application of regulatory rules-category 1 for overseas offering and listing, which came +into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, +both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures +within three working days following their submission of initial public offerings or listing applications. If a domestic company fails +to complete the required 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 an order to rectify, warnings and 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. + + + +As of the date of +this prospectus, (1) we have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the +listing of our Ordinary Shares, and, in the opinion of our PRC legal counsel, ETR Law Firm, the filing requirements under the +Trial Measurements do not apply to the Company. + + + +However, there can be no assurance +that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC, CAC 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, CAC, or other PRC governmental approvals for this offering. If we inadvertently concluded that such approvals +are not required, our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or completed +hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. We may also face sanctions +by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in +China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and +prospects, as well as the trading price of our securities. See "Risk Factors" beginning on page 18 for a discussion +of these legal and operational risks and other information that should be considered before making a decision to purchase our Ordinary +Shares. + + + + 8 + + + + + + + +HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT (the +"HFCA Act or the "HFCAA") + + + +The HFCA Act was enacted on December +18, 2020. The HFCA Act 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 three 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 March 24, 2021, the SEC adopted +interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will +be required to comply with these rules if the SEC identifies it as having a "non-inspection" year under a process to be subsequently +established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition +requirements described above. + + + +On June 22, 2021, the U.S. Senate +passed a bill, enacted on December 29, 2022, which amended the HFCAA to require the SEC to prohibit an issuer s securities from +trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive +years. + + + +On December 2, 2021, the SEC issued +amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that +the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located +in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in +foreign jurisdictions ("Commission-Identified Issuers"). The final amendments require Commission-Identified Issuers to submit +documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm s +foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a "foreign issuer," as defined +in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign +operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose +trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCA Act. The SEC will identify Commission-Identified +Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission +and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified +Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission +or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. The final amendments became effective +on January 10, 2022. + + + +Our auditor, ARK Pro CPA & +Co. ("ARK"), the independent registered public accounting firm that issues the audit report included in this prospectus, as +an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the +United States pursuant to which the PCAOB conducts regular inspections to assess ARK s compliance with applicable professional standards. +ARK is headquartered in Hong Kong and has been inspected by the PCAOB on a regular basis. + + + +On December 16, 2021, the PCAOB +issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms +headquartered in Mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made +its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA +Act. + + + +On August 26, 2022, the PCAOB +signed a Statement of Protocol (the "SOP") Agreement with the CSRC and China s Ministry of Finance. The SOP, together +with two protocol agreements governing inspections and investigations (together, the "SOP Agreements"), establish 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. Under the SOP Agreements the PCAOB shall have independent discretion to select any firms for inspection +or investigation and has the unfettered ability to retain any information as needed. If the PCAOB continues to be prohibited from conducting +complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, the PCAOB is likely +to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability to inspect and investigate registered +public accounting firms in mainland China and Hong Kong completely, then the companies audited by those registered public accounting firms +would be subject to a trading prohibition on U.S. markets pursuant to the Holding Foreign Companies Accountable Act. See "Risk Factors +— Risks Relating to Doing Business in Jurisdictions in which the Subsidiaries Operate — Although the audit report included +in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports +will be prepared by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived of the benefits of such inspection. +Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed +by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as +the Nasdaq Capital Market, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating +Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit +an issuer s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive +years instead of three, thus reducing the time before our securities may be prohibited from trading or delisted." on page 23. +We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty +could cause the market price of our Ordinary Shares to be materially and adversely affected. + + + + 9 + + + + + + + +Transfers of Cash to and from Our Subsidiaries + + + +As part of our cash management +policies and procedures, our management monitors the cash position of our Subsidiaries regularly and prepares budgets on a monthly basis +to ensure they have the necessary funds to fulfill their obligations for the foreseeable future and to ensure adequate liquidity. In the +event that there is a need for cash or a potential liquidity issue, it will be reported to our chief financial officer and subject to +approval by our Board. Other than as discussed above, we did not adopt or maintain any cash management policies or procedures as of the +date of this prospectus. + + + +Cash is transferred through our +organization in the following manner: (i) funds are transferred to our Subsidiaries from the Company as needed in the form of capital +contributions or shareholder loans, as the case may be and (ii) dividends or other distributions may be paid by our Subsidiaries to the +Company. + + + +The Company has the power and capacity +under the laws of the BVI to provide funding to our operating subsidiaries in Hong Kong subject to certain restrictions laid down in the +BVI Act and memorandum and articles of association of the Company. Under the BVI Act, a BVI company may make a dividend distribution to +its shareholders if the directors are satisfied, on reasonable grounds, that such BVI company will, immediately after the distribution, +satisfy the solvency test, meaning that the value of the company s assets exceeds its liabilities and that such company is able +to pay its debts as they fall due. + + + +For the Subsidiaries to transfer +cash to the Company, according to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits +available for distribution. Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized +profits less accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid +out of share capital. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar 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 and limitations to distribute +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. + + + +As we are a holding company, our +ability to make dividend payments, if any, would be contingent upon our receipt of funds from our Subsidiaries through intermediate holding +companies. As of the date of this prospectus, our Subsidiaries have not experienced any difficulties or limitations on their ability to +transfer cash between each other. Other than the above, we did not adopt or maintain any cash management policies and procedures dictating +the amount of such funding or how funds are transferred, and our Subsidiaries have not experienced any difficulties or limitations on +their ability to transfer cash between each other, to distribute earnings from our Subsidiaries to the Company and to settle amounts owed +under any applicable agreements as of the date of this prospectus. + + + +Since incorporation, the Company +has not declared or paid any dividends or distributions or transfer of assets among the Company and its Subsidiaries or U.S. investors, +except for the transfer of intellectual properties including trademarks, patents and domain names from Marvel to Rocksolid, our wholly +owned Subsidiary, pursuant to our Reorganization, the payment as of March 31, 2024 of USD $1,955,047 to Ms. Tang, our Controlling +Shareholder, in the form of an offset against the related party amount due from her, and the amount of USD $1,878,378 due +to Marvel, our Subsidiary, which was eliminated pursuant to the consolidation. + + + +We do not expect to pay dividends +on our Ordinary Shares and settle amounts owed under our operating structure in the foreseeable future. We currently intend to retain +all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying +any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our +Board after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects +and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. + + + +See "Dividend Policy" +and "Risk Factors — We rely on dividends and other distributions on equity paid by our Subsidiaries to fund our cash and financing +requirements, and any limitation on the ability of our Subsidiaries to make payments to us could have a material adverse effect on our +ability to conduct our business.", and the "Consolidated Statements of Equity" in the Report of Independent Registered +Public Accounting Firm for more information. + + + + 10 + + + + + + + +Enforcement of Civil Liabilities + + + +We are incorporated under the laws +of the BVI with limited liability. Substantially all of our assets are located outside the United States. In addition, all of our directors +and executive officers are nationals or residents in Hong Kong and substantially all of their assets are located outside the United States. +As a result, it may be difficult for you to effect service of process within the United States upon us or these persons, or to enforce +judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities +laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts +based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors. See "Risk +Factors — Risks Related to our Ordinary Shares and this Offering — Investors may have difficulties enforcing judgement against +us, our directors and management." for more information. + + + +We have appointed +Puglisi & Associates as our agent upon whom process may be served in any action brought against us under the securities laws of the +United States. Harney Westwood & Riegels, our counsel as to the laws of the BVI, has advised us that there is uncertainty as to +whether the courts of the BVI would (i) recognize or enforce judgments of United States courts obtained against us or our +directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the +United States; or (ii) entertain original actions brought in the BVI to impose liabilities against us or our directors or officers +predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States. + + + +We have been advised +by Harney Westwood & Riegels that the United States and the BVI do not have a treaty providing for reciprocal recognition and enforcement +of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered +by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities +laws, would not be automatically enforceable in the BVI. We have also been advised by Harney Westwood & Riegels that the courts of +the BVI would treat a final and conclusive monetary judgment for a definitive sum obtained against us in the U.S. federal or state courts +as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary provided that +(a) such U.S. federal or state courts had jurisdiction in the matter and we either submitted to such jurisdiction or was resident or +carrying on business within such jurisdiction and was duly served with process, (b) the judgment given by such U.S. federal or state +courts was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations, (c) in obtaining judgment there was no +fraud on the part of the person in whose favor judgment was given or on the part of such U.S. federal or state courts, (d) recognition +or enforcement in the BVI would not be contrary to public policy, and (e) the proceedings pursuant to which judgment was obtained were +not contrary to the principles of natural justice. + + + +Hong Kong has no arrangement for +the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, +in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the +federal securities laws of the United States or the securities laws of any State or territory within the United States. + + + +Cheung & Choy, our counsel +as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce +judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the +securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against +us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. + + + +A judgment of a court +in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an +action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the +foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes +or similar charges to a foreign government taxing authority or a fine or other penalty); and (2) final and conclusive on the merits of +the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) +the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary +to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in +conflict with a prior Hong Kong judgment; or (f) the judgment was not rendered between the same parties or their privies on an identical +issue. + + + +Summary Risk Factors and Challenges + + + +Investing +in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to "Risk Factors" beginning on +page 18 of this prospectus, which you should carefully consider before making a decision to purchase our 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 Ordinary Shares would likely decline, and you may lose part or all of your investment. + + + +These risks include but are not +limited to the following: + + + +Risks Related to Our Business and Corporate +Structure + + + + + + + + + + + We will rely on dividends and other distributions on equity paid by our Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our Subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business. See "Risks Related to Our Business Corporate Structure - on page 18. + + + + + + + + + + If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected. See "Risk Factors – Risks Related to Our Business and Corporate Structure" on page 19. + + + + + 11 + + + + + + + +Risks +Related to Doing Business in China and Hong Kong + + + + + + + A + downturn in Hong Kong, or global economy, or a change in economic and political policies of China, could materially and adversely + affect our Subsidiaries business and financial condition. See "Risk Factors - Risks Related to Doing Business in China + and Hong Kong" on page 20. + + + + + + + + + + Although + we are based in and conduct operations in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity + involving U.S. listed China-based companies, we may have to expend significant resources to investigate and/or defend allegations, + which could harm our Subsidiaries business operations, this offering and our reputation and could result in a loss of your + investment in our Ordinary Shares if such allegations cannot be addressed and resolved favorably. See "Risk Factors - Risks + Related to Doing Business in China and Hong Kong" on page 20. + + + + + + + + Changes + in international trade policies, trade disputes, barriers to trade or the emergence of a trade war may dampen growth in Hong Kong, + and other potential markets in which our Subsidiaries will seek to expand. See "Risk Factors - Risks Related to Doing Business + in China and Hong Kong" on page 23". + + + + + + + + + + Although + the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee + that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived + of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently + determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, + U.S. national securities exchanges, such as the Nasdaq Capital Market, may determine to delist our securities. Furthermore, on June + 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022, + amending the HFCA Act and requiring the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if + its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before the securities + may be prohibited from trading or delisted. See "Risk Factors - Risks Related to Doing Business in China and + Hong Kong" on page 23". + + + + + + + + + + We + may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted + overseas and/or other foreign investment in China-based issuers, 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 and may 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. + See "Risk Factors - Risks Related to Doing Business in China and Hong Kong" on page 20. + + + + + + + + + + The + PRC legal system also embodies uncertainties, which could limit law enforcement availability + and therefore, our assertions and beliefs of the risk imposed by the PRC legal and regulatory + system cannot be certain. See "Risk Factors - Risks Related to Doing + Business in China and Hong Kong" on page 21. + + + + + + + + + + The + Chinese government may exercise significant oversight and discretion over the conduct of + our Operating Subsidiaries business and may intervene in or influence their operations + at any time, which could result in a material change in their operations and/or the value + of our Ordinary Shares. Changes in the policies, regulations, rule, and the enforcement of + laws of the Chinese government may also be implemented quickly with little advance notice. + See "Risk Factors - Risks Related to Doing Business in China and Hong Kong" on + page 21. + + + + + + + + + + If + the Chinese government were to impose new requirements for approval from the PRC authorities + to issue the Company s Ordinary Shares to foreign investors or list on a foreign exchange, + such action could significantly limit or completely hinder our ability to offer or continue + to offer securities to investors and cause such securities to significantly decline in value + or become worthless. See "Risk Factors - Risks Related to Doing Business in China and + Hong Kong" on page 22. + + + + +Risks Related to Our Subsidiaries Business +Operations + + + + + + + We rely on several major customers, and if we fail to retain these customers or attract new customers, our business, financial condition, results of operations, and growth prospects will be harmed. See "Risk Factors - Risks Related to Our Subsidiaries Business Operations" on page 29. + + + + + + + + + + Our ability to deliver products to our key customers in a timely manner and to satisfy our customers fulfillment standards are subject to several factors, some of which are beyond our control. See "Risk Factors - Risks Related to Our Subsidiaries Business Operations" on page 29. + + + + + + + + + + To compete successfully in the global marketplace, we must develop and introduce innovative new products to meet changing consumer preferences. See "Risk Factors - Risks Related to Our Subsidiaries Business Operations" on page 29. + + + + + + + + + + We + rely on four principal suppliers for supplies of raw materials, manufacturing services and + logistic services. See "Risk Factors - Risks Related to Our Subsidiaries Business + Operations" on page 29. + + + + + 12 + + + + + + + +Risks Related to Our Subsidiaries Industry + + + + + + + + An economic downturn may adversely affect consumer + discretionary spending and demand for our products and services. See "Risks Related to Our Subsidiaries Industry - Risks + Related to Our Subsidiaries Industry" on page 31. + + + + The enactment in the U.S. of the Uyghur Forced Labor + Prevention Act (the "UFLPA") and similar pending legislation in the territories in which our Subsidiaries operate could have + material adverse effect on our ability to conduct our business. See "Risk Factors - Risks Related to Our Subsidiaries Industry" + on page 33. + + + + The war in Ukraine and shipping disruptions in the + Red Sea could materially and adversely affect our business and results of operations. See "Risk Factors - Risks Related to Our Subsidiaries + Industry" on page 33. + + + + + + + + + + Sales of certain of our products are seasonal and may cause our operating results and working capital requirements to fluctuate. See "Risks Related to Our Subsidiaries Industry - Risks Related to Our Subsidiaries Industry" on page 32. + + + + +Risks Related to Our Securities and the Offering: + + + + + + + As of the date of this prospectus, we: (i) are not required to obtain permissions from any PRC authorities to operate or issue our Ordinary Shares to foreign investors; and (ii) have not received or were denied such permissions by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. See "Risk Factors - Risks Related to Our Securities and the Offering" on page 34. + + + + + + + + + + An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly. See "Risk Factors - Risks Related to Our Securities and the Offering" on page 35. + + + + + + + + BVI +laws may provide less protection for minority shareholders than those under U.S. law, and therefore minority shareholders who are dissatisfied +with the conduct of our affairs may not have the same options as to recourse in comparison to the shareholders of a U.S. corporation. +See "Risk Factors - Risks Related to Our Securities and the Offering" on page 39. + + + + + + + + + + Our Director has substantial influence over the Company. Her interests may not be aligned with the interests of our other shareholders, and it could present or cause a change of control or other transactions. See "Risk Factors - Risks Related to Our Securities and the Offering" on page 32. + + + + +Implications of Being a "Controlled Company" + + + +Controlled companies are exempt +from the majority of independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring +that the board of a listed company consist of a majority of independent directors within one year of the listing date. + + + +Public Companies that qualify +as a "Controlled Company" with securities listed on the Nasdaq Stock Market, must comply with the exchange s continued +listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these +corporate governance requirements may lose their listing status. Under the Nasdaq rules a "controlled company" is a company +with more than 50% of its voting power held by a single person, entity, or group. Under the Nasdaq rules, a controlled company is exempt +from certain corporate governance requirements including: + + + + + + + the requirement that a majority of the board of directors consist of independent directors; + + + + + + + + + + the requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; + + + + + + + + + + the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee s purpose and responsibilities; and + + + + + + + + + + the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee. + + + + + 13 + + + + + + + +Controlled companies must still +comply with the Nasdaq Capital Market s other corporate governance standards. These include having an audit committee and the special +meetings of independent or non-management directors. + + + +Upon the completion +of this offering, the outstanding shares of Riverstone will consist of 12,500,000 Ordinary Shares, assuming the underwriters do +not exercise their over-allotment option to purchase additional Ordinary Shares, or 12,875,000 Ordinary Shares, assuming the over-allotment +option is exercised in full. Immediately after the completion of this offering, our Controlling Shareholder will own 63.17% of +our total issued and outstanding Ordinary Shares, representing 63.17% of the total voting power, assuming that the underwriters +do not exercise their over-allotment option, or 61.33% of our total issued and outstanding Ordinary Shares, representing 61.33% +of the total voting power, assuming that the over-allotment option is exercised in full. As a result, we will be a "controlled +company" as defined under Nasdaq Listing Rule 5615I because our Controlling Shareholder will hold more than 50% of the voting power +for the election of directors. Therefore, the Controlling Shareholder of Riverstone will be able to exert significant control over our +management and affairs requiring shareholder approval, including approval of significant corporate transactions. This concentration of +ownership may not be in the best interests of all of our shareholders. As a "controlled company," we are permitted to elect +not to comply with certain corporate governance requirements. We do not plan to rely on these exemptions, but we may elect to do so after +we complete this offering. + + + +Implications of Being +an Emerging Growth Company + + + +As a company with less than $1.235 +billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our +Business Startups Act (the "JOBS Act"), enacted in April 2012, or the JOBS Act. An "emerging growth company" may +take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging +growth company, we: + + + + + + + may present only two years of audited financial statements and only two years of related Management s Discussion and Analysis of Financial Condition and Results of Operations, or "MD&A"; + + + + + + + + + + are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis"; + + + + + + + + + + are not required to obtain an attestation and report from our auditors on our management s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; + + + + + + + + are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency" and "say-on-golden-parachute" votes); + + + + + + + + + + are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure; + + + + + + + + + + are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act; and + + + + + + + + + + will not be required to conduct an evaluation of our internal control over financial reporting. + + + + +We intend to take advantage of +all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial +accounting standards under 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial +statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under + 107 of the JOBS Act. + + + +We will remain an emerging growth +company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 +billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which +we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we +are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which +would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business +day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the +exemptions provided in the JOBS Act discussed above. + + + + 14 + + + + + + + +Implications of Being +a Foreign Private Issuer + + + +We are a "foreign private +issuer," within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). +As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: + + + + + + + we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; + + + + + + + + + + for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; + + + + + + + + + + we are not required to provide the same level of disclosure on certain issues, such as executive compensation; + + + + + + + + + + we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; + + + + + + + + + + we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and + + + + + + + + + + we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction. + + + + +Furthermore, Nasdaq Rule 5615(a)(3) +provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of +the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq s Notification of Noncompliance +requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), +consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate +governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders +of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions +for as long as we continue to qualify as a foreign private issuer. + + + +Corporate Information + + + +We were incorporated in the BVI +on July 3, 2024, for the purpose of being the holding company for the listing on the Nasdaq Capital Market. + + + +Our registered +office in the BVI is located at Corporate Registrations Limited of Sea Meadow House, P.O. Box 116, Road Town, Tortola, British +Virgin Islands. Our principal executive office is at Room 2304, 23/F, Saxon Tower, No. 7 Cheung Shun Street, Lai Chi Kok, Hong Kong. +Our telephone number at this location is +852 2342 3101. Our website address is http://www.dnjfashion.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 Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. + + + +Because we are +incorporated under the laws of the BVI, you may encounter difficulty protecting your interests as a shareholder, and your ability to +protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled "Risk Factors +– Risks Related to our Securities and the Offering" on pages 18 and 34 and +"Enforceability of Civil Liabilities" on page 45 of this prospectus for more information. + + + + 15 + + + + + + + +THE OFFERING + + + + + Securities being offered: + + 2,500,000 + Ordinary Shares, $0.0001 par value. + + + + + + + + + + + + + Initial public offering price: + + We + estimate that the initial offering price will be in the range of US$5.00 to US$7.00 per share. + + + + + + + + Ordinary Shares Outstanding Prior to Completion of Offering: + + 10,000,000 + Ordinary Shares + + + + + + + + Ordinary Shares outstanding immediately after this Offering: + + 12,500,000, + (12,875,000 if the underwriters exercise the over-allotment option in full) + + + + + + + + Gross Proceeds + + We + expect that we will receive gross proceeds of US$15,000,000 from this offering or US$17,250,000 if the underwriters + exercise their over-allotment option in full, assuming an initial offering price of US$6.00 per share, which is the midpoint + of the estimated initial public offering per share set forth on the cover page of this prospectus. + + + + + + + + Use of Proceeds + + We + estimate that we will receive net proceeds from this offering of up to $12,644,598, based on an assumed price to the public + in this offering of $6.00 per share, which is the midpoint of the estimated initial public offering per share set forth on + the cover page of this prospectus, after deducting underwriting fees and commissions, a non-accountable expense allowance and estimated + offering expenses. We currently intend to use the net proceeds from this offering as follows: (i) approximately 20% for technology + development; (ii) approximately 20% for sustainability initiatives; (iii) approximately 15% for retail stores and online expansion; + (iv) approximately 15% for market expansion; (v) approximately 10% for international marketing campaigns; (vi) approximately 10% + for staff training and development; (vii) approximately 7% for general working capital and approximately 3% for consulting + services. Holders of our Unsecured Subordinated Convertible Promissory Notes ("Notes") have the right to demand redemption + at the closing of this offering and if all Notes are redeemed our Gross Proceeds will be reduced by US$1,850,000 and accordingly + each intended use of proceeds will be proportionally reduced. See "Use of Proceeds" on page 46 of this prospectus. + + + + + + + + Risk Factors + + Investing in our Ordinary Shares involves a high degree of risk and purchasers of our Ordinary Shares may lose part or all of their investment. See "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares beginning on Page 18. + + + + + + + + Lock-Up + + + Each of our directors, executive officers and shareholders + owning 5% or more of our Ordinary Shares including our Controlling Shareholder with respect to its Ordinary Shares sold in this offering, + have agreed, subject to certain exceptions, for a period of six months after the date of this prospectus, not to, except in connection + with this offering, offer, sell, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible + into or exercisable or exchangeable for Ordinary Shares of the Company. See "Shares Eligible for Future Sale" and "Underwriting + – Lock-Up Agreements." + + + + In addition, the Company has agreed not to file or + cause to be filed any registration statement with the SEC relating to the offering of any Ordinary Shares of the Company or any securities + convertible into or exercisable or exchangeable for Ordinary Shares of the Company for a period of 180 days after the date of this prospectus + other than post-effective amendments to its Resale Registration Statement. + + + + + + + + Dividend Policy + + We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See "Dividends and Dividend Policy" for more information. + + + + + + + + Over-allotment option + + We + have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate + of 375,000 Ordinary Shares at the initial public offering price, less underwriting discounts, and commissions, solely to cover + over-allotments, if any. See "Underwriting" on page 115 of this prospectus. + + + + + + + + Listing + + Application has been made for the listing of the Ordinary Shares on the Nasdaq Capital Market. + + + + + + + + Proposed trading symbol + + We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol "DNJF". We believe that upon completion of this offering, we will meet the standards for listing on Nasdaq, however, we cannot guarantee that we will be successful in listing our Ordinary Shares on Nasdaq. We will not consummate this offering unless our Ordinary Shares is approved for listed on Nasdaq. + + + + + + + + Transfer agent + + Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; facsimile: 646-536-3179 + + + + + + + + Payment and settlement + + The + underwriters expect to deliver the Ordinary Shares against payment therefor through the facilities of the Depository Trust Company + on [ ][ ], 2026. + + + + + 16 + + + + + + + +SUMMARY FINANCIAL DATA + + + +You +should read the following summary financial data together with our financial statements and the related notes appearing at the end of +this prospectus, "Selected Consolidated Financial and Other Data," "Capitalization" and "Management s +Discussion and Analysis of Financial Condition and Results of Operations." We have derived the financial data for the years ended +March 31, 2025, and 2024 from our consolidated financial statements +included in this prospectus. + + + +Results +of Operations Data: + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + Revenues + $46,293,096 + $39,303,668 + + + Cost of revenues + (38,690,051) + (34,887,558) + + + Gross + profit + 7,603,045 + 4,416,110 + + + + + + + + Operating + expenses: + + + + + General and administrative + expenses + (2,721,088) + (788,722) + + + Sales and marketing expenses + (678,475) + (217,805) + + + Research + and development expenses + - + (69,709) + + + Total + operating expenses + (3,399,563) + (1,076,236) + + + Operating + income + 4,203,482 + 3,339,874 + + + + + + + + Other (expense)/income: + + + + + Change in fair value of + convertible notes payable + (399,000) + - + + + Financial expenses, net + (224,565) + (131,099) + + + Other + income/(expenses), net + 82,389 + (136,986) + + + Total + other expenses, net + (541,176) + (268,085) + + + + + + + + Income + before income tax expenses + 3,662,306 + 3,071,789 + + + Income + tax expenses + (650,676) + (553,006) + + + Net + income + 3,011,630 + 2,518,783 + + Net + loss attributable to non-controlling interest + (88) + - + + + Net + income attributable to Riverstone Ltd s shareholders + 3,011,718 + 2,518,783 + + + + + + + + Other + comprehensive income: + + + + + Foreign + currency translation adjustment attributable to non-controlling interest, net of nil income taxes + 5 + - + + + Foreign + currency translation adjustment attributable to Riverstone Ltd. s shareholders, net of nil income taxes + 71,669 + 22,974 + + + Total + other comprehensive income + 71,674 + 22,974 + + + Total + comprehensive income + $3,083,304 + $2,541,757 + + + Total + comprehensive loss attributable to non-controlling interest + (83) + - + + + Total + comprehensive income attributable to Riverstone Ltd s shareholders + 3,083,387 + 2,541,757 + + + Earnings + per ordinary share + + + + + Basic + and Diluted + 0.30 + 0.25 + + + Weighted + average number of ordinary shares outstanding* + + + + + Basic + and Diluted + 10,000,000 + 10,000,000 + + + + + +* The shares and per share +data are presented on a retroactive basis to reflect the reorganization. + + + +Supplemental +pro forma data: + + + +Assuming +that the Holders of the Notes exercise the earlier redemption right or the conversion right, the effect on earnings per ordinary +share is shown as follows: + + + + + + For the years ended March 31, 2025 + + + As-if + redeemed (1) + + + + Earnings per share + + + + Net income + $3,011,630 + + + Change in fair value of convertible notes payable + 399,000 + + + Additional redemption premium on convertible notes payable + (200,000) + + + Interest expense on convertible notes payable + 39,997 + + + Supplemental pro forma net income + $3,250,627 + + + + + + + Weighted average common + shares outstanding (2) + 12,500,000 + + + Supplemental pro forma net income per ordinary share + $0.26 + + + + + + + As-if + converted (3) + + + + Earnings per share + + + + Net income + $3,011,630 + + + Change in fair value of convertible notes payable + 399,000 + + + Interest expense on convertible notes payable + 39,997 + + + Supplemental pro forma net income + $3,450,627 + + + + + + + Weighted average common shares outstanding + 12,808,333 + + + Supplemental pro forma net income per ordinary share + $0.27 + + + + + + + (1) + The + related computation represents the assumed redemption by Holders of all of the Notes for $1,850,000 , being the aggregate of + principal amounts and redemption premium, using the cash proceeds from the IPO and assumed impact of reduction of any related + interest expense and change in fair value assuming redemption at the beginning of the earliest period presented. + + + (2) + The + weighted average ordinary shares outstanding have been adjusted to reflect the assumption that the IPO was completed at the beginning + of the earliest period presented (April 1, 2024). The Company is offering 2,500,000 ordinary shares in the IPO (as set forth on the + cover page of the prospectus). These shares are assumed to be outstanding from April 1, 2024, for purposes of the pro forma computation. + + + (3) + The + related computation represents the assumed conversion by Holders of all of the Notes for $1,650,000 into the Company s Ordinary + Shares at the beginning of the earliest period presented. In the event of the closing of a firm commitment underwritten public offering + prior to the Maturity Date in which gross proceeds of at least $5,000,000 are raised (subject to adjustments for stock dividends, + splits, combinations, and similar events) (a QPO), the conversion price will be the greater of 66.67% or 100% of the anticipated + QPO offering price or $4.00, giving rise to a total conversion shares of 308,333. + + + + + +Balance Sheet Data: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Total current assets + 14,483,517 + 8,574,409 + + + Total Assets + $25,169,453 + $17,029,849 + + + Total current liabilities + 8,610,780 + 6,519,842 + + + Total Liabilities + $13,298,440 + $8,242,140 + + + Total Shareholders equity + 11,871,013 + 8,787,709 + + + Total Liabilities and Shareholders + Equity + $25,169,453 + $17,029,849 + + + + + +Cash +Flows and Working Capital Data: + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + + US$ + US$ + + + Net cash provided + by/(used in) operating activities + 707,335 + (1,042,326) + + + Net cash used in investing + activities + (513,047) + (326,887) + + + Net cash (used in)/provided + by financing activities + (75,902) + 552,270 + + + Effect of exchange rate + changes + 26,966 + 37,040 + + + Net increase in/(decrease) + cash and cash equivalents and restricted cash + 145,352 + (779,903) + + + Cash and cash equivalents + and restricted cash at beginning of the year + 742,270 + 1,522,173 + + + Cash and cash equivalents + and restricted cash at end of the year + 887,622 + 742,270 + + + + + + 17 + + + + + + + +RISK FACTORS + + + +Investing in our Ordinary Shares +is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information +contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect +our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our +Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially +and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and +you may lose all or part of your investment. + + + +Risks Related to Our Business and Corporate Structure + + + +We will rely on dividends and other distributions +on equity paid by our Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our Subsidiaries +to make payments to us could have a material adverse effect on our ability to conduct our business. + + + +Our Company is a holding company, +and we may rely on dividends and other distributions on equity paid by our Subsidiaries for our cash and financing requirements, including +the funds necessary to pay dividends and other cash distributions to our shareholders and to settle any debt we may incur. If any one +of our Subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends +or make other distributions to us. + + + +According to the BVI Act, a BVI +company may make a dividend distribution to its shareholders if the directors are satisfied, on reasonable grounds, that such BVI company +will, immediately after the distribution, satisfy the solvency test, meaning that the value of the company s assets exceeds its +liabilities and that such company is able to pay its debts as they fall due. + + + +Under the Hong Kong Companies Ordinance, +dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or +other distributable reserves, as permitted under the Hong Kong Companies Ordinance. Dividends cannot be paid out of share capital. There +are no restriction or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance +of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between Riverstone and its Subsidiaries, +across borders and to U.S investors, nor there is any restrictions and limitations to distribute earnings from our business and Subsidiaries +to Riverstone and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is +payable in Hong Kong in respect of dividends paid by us. + + + +Any limitation on the ability of +our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments +or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. + + + +Neither the Company +nor any of its Subsidiaries has paid dividends or made distributions to U.S. investors. No funds have been transferred by the holding +company to the Subsidiaries for the fiscal years ended March 31, 2025, or 2024, and through the date of this prospectus, +to fund their business operations. In the future, any cash proceeds raised from overseas financing activities may be transferred by us +to our Subsidiaries via capital contribution or shareholder loans, as the case may be. + + + +Moreover, to the extent that cash +is in our Hong Kong Subsidiaries, there is a possibility that the funds may not be available to fund our operations or for other uses +outside of Hong Kong due to interventions or the imposition of restrictions and limitations by the Hong Kong government on the ability +to transfer cash. Any limitation on the ability of our Subsidiaries to pay dividends or make other distributions to us could materially +and adversely affect our financial position and the value of our Ordinary Shares. + + + + 18 + + + + + + + +If we fail to implement and maintain an effective +system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor +confidence and the market price of our Ordinary Shares may be materially and adversely affected. + + + +Prior +to this offering, we were a private company with limited accounting personnel. Furthermore, prior to this offering, our management had +not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public +accounting firm had not conducted an audit of our internal control over financial reporting. Effective internal control over financial +reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is +designed to prevent fraud. + + + +Our failure +to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that +could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose +confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Ordinary +Shares. + + + +Upon +the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section +404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over +financial reporting in our annual report on Form 20-F. In addition, if we cease to be an "emerging growth company," as such +term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our +internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting +is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent +registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied +with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the +relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden +on our management, operational and financial resources, and systems for the foreseeable future. We may be unable to timely complete our +evaluation testing and any required remediation. + + + +During +the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify +material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, +or PCAOB, has defined a material weakness as "a deficiency, or a combination of deficiencies in internal control over financial +reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented +or detected on a timely basis." + + + +In addition, +if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented, or +amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting +in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could +suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors +to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of +operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial +reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities +laws and subject us to potential delisting from the Nasdaq Capital Market to regulatory investigations and to civil or criminal sanctions. + + + +Our Chairlady and Director have substantial +influence over the Company. Her interests may not be aligned with the interests of our other shareholders, and it could present or cause +a change of control or other transactions. + + + +Prior to this offering, through +her 78.97% ownership of Riverstone, Ms. Tang, our Chairlady and Director, beneficially owns 78.97% of our issued and outstanding +Ordinary Shares. Upon completion of this offering, Ms. Tang s beneficial ownership will be decreased to approximately 63.17%, +and our public shareholders will beneficially own approximately 20.00% of our issued and outstanding Ordinary Shares assuming +the underwriters do not exercise their over-allotment option. In the event the underwriters exercise their over-allotment option in full, +Ms. Tang will own approximately 61.33% of our issued and outstanding Ordinary Shares. + + + +Accordingly, our Controlling +Shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including +mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a +change in control. The interests of our Controlling Shareholder may differ from the interests of our other shareholders. Without the +consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other +shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information +regarding our principal shareholders and their affiliated entities, see "Principal Shareholder". + + + + 19 + + + + + + + +Risks +Related to Doing Business in China and Hong Kong + + + +There +are political risks associated with conducting business in China and Hong Kong. + + + +Any adverse economic, social and/or +political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well as significant natural disasters, +may affect the market and adversely affect the business operations of the Company. Hong Kong is a special administrative region of the +PRC, and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong s constitutional document, +which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of +final adjudication under the principle of "one country, two systems." However, there is no assurance that there will not be +any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any +change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely +affecting our results of operations and financial positions. + + + +Under the Basic Law of the Hong +Kong Special Administrative Region of the People s Republic of China, Hong Kong is exclusively in charge of its internal affairs +and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, +Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments, including the Law of +the People s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing +Committee of the PRC National People s Congress in June 2020, the U.S. State Department has indicated that the United States no +longer considers Hong Kong to have significant autonomy from China and, at the time President Trump signed an executive order and Hong +Kong Autonomy Act, or HKAA, to remove Hong Kong s preferential trade status and to authorize the U.S. administration to impose blocking +sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong s autonomy. +The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland +China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China, and Hong Kong, +which could potentially harm our business. + + + +Given the relatively small geographical +size of Hong Kong, any of such incidents may have a widespread effect on our Subsidiaries business operations, which could in turn +adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact +of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative, or administrative actions in respect +of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Ordinary Shares +could be adversely affected. + + + +A downturn in the Hong Kong or global economy, +or a change in economic and political policies of China, could materially and adversely affect our Subsidiaries business and financial +condition. + + + +Our Subsidiaries +business, prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, +and social conditions in Hong Kong and China generally. Economic conditions in Hong Kong are sensitive to global economic conditions. +Continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. + + + +Although we are based in Hong Kong and conduct +operations Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based +companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our Subsidiaries +business operations, this offering and our reputation and could result in a loss of your investment in our Ordinary Shares if such allegations +cannot be addressed and resolved favorably. + + + +During the last several years, +U.S. listed public companies that have substantially all of their operations in Hong Kong have been the subject of intense scrutiny by +investors, financial commentators, and regulatory agencies. Much of the scrutiny has centered on financial and accounting irregularities +and mistakes, lack of effective internal controls over financial reporting and, in many cases, allegations of fraud. The Chinese government +also may exercise significant oversight and discretion over the conduct of our business in Hong Kong and may intervene or influence our +Subsidiaries operations at any time, which could result in a material change in their operations and/or the value of our Ordinary +Shares. Moreover, as a result of this scrutiny, the publicly traded stock of several such companies has been the subject of such scrutiny +and have sharply decreased in value. + + + +Although we are based in Hong +Kong, if we should become the subject of any such scrutiny, whether any allegations are true or not, we may have to expend significant +resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be costly and time-consuming, +likely would distract our management from our normal business and could result in our reputation being harmed. The price of our Ordinary +Shares could decline because of such allegations, even if the allegations are false. + + + + 20 + + + + + + + +The +PRC legal system also embodies uncertainties, which could limit law enforcement availability and therefore, our assertions and beliefs +of the risk imposed by the PRC legal and regulatory system cannot be certain. + + + +The +PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence. +In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. +The overall effect of legislation over the past several decades has significantly enhanced the protections afforded to various forms +of foreign investment in China. Our Operating Subsidiaries are subject to PRC laws and regulations. However, these laws and regulations +change frequently, and the interpretation and enforcement thereof involve uncertainties. For instance, we may have to resort to administrative +and court proceedings to enforce the legal protections to which we are entitled to by law or contract. However, since PRC administrative +and court authorities have significant discretion in interpreting statutory and contractual terms, it may be difficult to evaluate the +outcome of administrative court proceedings and the level of law enforcement that we would receive in more developed legal systems. Such +uncertainties, including the inability of our Operating Subsidiaries to enforce their contracts, could affect our business and operation. +In addition, confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we +cannot predict the effect of future developments in the PRC legal system, particularly with regard to our business, including the promulgation +of new laws. This may include changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations +by national laws. These uncertainties could limit the availability of law enforcement. + + + +The +Chinese government may exercise significant oversight and discretion over the conduct of our Operating Subsidiaries business and +may intervene in or influence their operations at any time, which could result in a material change in their operations and/or the value +of our Ordinary Shares. Changes in the policies, regulations, rule, and the enforcement of laws of the Chinese government may also be +implemented quickly with little advance notice. + + + +Our +Company is a holding company, and we conduct our operation through our Operating Subsidiaries in Hong Kong and the PRC. The PRC government +may choose to exercise significant oversight and discretion, and the regulations to which our Operating Subsidiaries are subject may +change rapidly and with little notice to them or our shareholders. As a result, the application, interpretation and enforcement of new +and existing laws and regulations in China are often uncertain. In addition, these laws and regulations may be interpreted and applied +inconsistently by different agencies or authorities, and inconsistently with our Operating Subsidiaries current policies and practices. +New laws, regulations and other government directives in China may also be costly to comply with, and such compliance or any associated +inquiries or investigations or any other government actions may: + + + + + + + delay + or impede our Operating Subsidiaries development; + + + + + result + in negative publicity or increase our Operating Subsidiaries operating costs; + + + + + require + significant management time and attention; and + + + + + subject + us to remedies, administrative penalties and even criminal liabilities that may harm our Operating Subsidiaries business, + including fines assessed for our Operating Subsidiaries current or historical operations, or demands or orders that our Operating + Subsidiaries modify or even cease their business practices. + + + + + 21 + + + + + + + +We +are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations +in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing +supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity +reviews and expanding the efforts in anti-monopoly enforcement. These regulatory actions and statements emphasize the need to strengthen +the administration over illegal securities activities and the supervision of China-based companies seeking overseas listings. Additionally, +companies are required to undergo a cybersecurity review if they hold large amounts of data related to issues of national security, economic +development, or public interest before carrying out mergers, restructuring or splits that affect or may affect national security. These +statements were recently issued, and their official guidance and interpretation remain unclear at this time. While we believe that our +Operating Subsidiaries operations are not currently being affected, they may be subject to additional and stricter compliance +requirements in the near term. Compliance with new regulatory requirements or any future implementation rules may present a range of +new challenges which may create uncertainties and increase our Operating Subsidiaries cost of operations. + + + +The +Chinese government may intervene or influence our Operating Subsidiaries operations at any time and may exert more control over +offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our Operating Subsidiaries +operations and/or the value of our Ordinary Shares. Any legal or regulatory changes that restrict or otherwise unfavorably impact our +Operating Subsidiaries ability to conduct their business could decrease demand for their services, reduce revenues, increase costs, +require them to obtain more licenses, permits, approvals or certificates, or subject them to additional liabilities. To the extent that +any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, +and the value of our Ordinary Shares could decrease or become worthless. + + + +If +the Chinese government were to impose new requirements for approval from the PRC authorities to issue the Company s Ordinary Shares +to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or +continue to offer securities to investors and cause such securities to significantly decline in value or become worthless. + + + +Recently, +the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued +the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or "the Opinions," +which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal +securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. + + + +If +we have erroneously concluded that these permission requirements do not apply to us, or if applicable laws, regulations, or interpretations +change, and it is determined in the future that the permission requirements become applicable to us, we may be subject to review, may +face challenges in addressing these requirements and may incur substantial costs in complying with these requirements, which could result +in material adverse changes in our business operations and financial position. In addition, if we are not able to fully comply with the +Measures for Cybersecurity Review (2021 version) or if the Opinions come into effect and are determined to be applicable to us, our ability +to offer or to continue to offer securities to investors may be significantly limited or completely hindered, and our Securities may +significantly decline in value or become worthless. + + + +Given +the current PRC regulatory environment, it is uncertain whether the Company will be required to obtain permission from the PRC government +to list on U.S. exchanges in the future, and if such permission is required, whether it will be denied or later rescinded. We have been +closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities +required for overseas listings, including this offering. As of the date of this prospectus, we have not received formal inquiry, notice, +warning, sanction, or objection from the CSRC with respect to the listing of our Ordinary Shares. We have been advised by ETR Law +Firm, our PRC counsel, that, in its opinion, the filing requirements under the Trial Measures do not apply to the Company since: +(i) the revenue, total profit, total assets or net assets of D&J Ganzhou was less than 50% of that of the Company in total for the +fiscal year ended March 31, 2024; and (ii) the majority of senior management are non-PRC citizens and/or reside in Hong Kong. According +to our auditor ARK Pro CPA & CO , as of March 31, 2024, the operating revenue of the PRC subsidiaries was USD 219,779.29, which accounted +for approximately 0.56% of the Group s total revenue; the total profit of the PRC subsidiaries was USD -1,054,046.71, which +accounted for less than 50% of the Group s total profit; the total assets of the PRC subsidiaries was USD 4,240,008.37, which accounted +for approximately 24.90% of the Group s total assets; and the net assets of the PRC subsidiaries was USD 2,149,364.37, which accounted +for approximately 24.46% of the Group s net assets. The above financial data and percentages do not include internal eliminations +within the PRC subsidiaries, nor do they include D&J Ganzhou Guangzhou Branch, as it was registered and established on November 5, +2024. According to our auditor ARK Pro CPA & CO, as of March 31, 2025, the operating revenue of the PRC subsidiaries was USD +1,173,112.60, which accounted for approximately 3% of the Group s total revenue; the total profit of the PRC subsidiaries was +USD -13,903,752.58, which accounted for less than 50% of the Group s total profit; the total assets of the PRC subsidiaries was +USD 6,098,079.29, which accounted for approximately 24% of the Group s total assets; and the net assets of the PRC subsidiaries +was USD 159,251.83, which accounted for approximately 1% of the Group s net assets. The above financial data and percentages do +not include internal eliminations within the PRC subsidiaries. + + + + 22 + + + + + + + +On +February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which became effective on March 31, +2023. Pursuant to the Trial Measures, (1) domestic companies that seek to offer or list securities +overseas, both directly and indirectly, should fulfill the filing procedure to the CSRC; (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 consolidated 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 initial public offering and listing +in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted. +The Trial Measures further require Chinese domestic enterprises to complete filings with relevant governmental authorities and report +related information under certain circumstances, such as: (1) an issuer making an application for initial public offering and listing +in an overseas market; (2) an issuer making an overseas securities offering after having been listed on an overseas market; and (3) a +domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, +transfer of shares or other means. The required filing scope is not limited to the initial public offering, but also includes subsequent +overseas securities offering, single or multiple acquisition(s), share swap, transfer of shares or other means to seek an overseas direct +or indirect listing and a secondary listing or dual major listing of issuers already listed overseas. If a domestic company fails to +complete the required 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 orders 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. + + + +If +it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, +we may 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 China, limit our operations in China, delay or restrict the +repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, +financial condition, results of operations and prospects, as well as the trading price of our Securities. The CSRC, the CAC, or other +PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and +delivery of our Ordinary Shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement +and delivery of our Ordinary Shares, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the +CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for our IPO, we may be unable +to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or +negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our Securities. + + + +Changes in international trade policies, trade +disputes, barriers to trade or the emergence of a trade war may dampen growth in Hong Kong, and other potential markets in which our Subsidiaries +will seek to expand. + + + +Political events, international +trade disputes and other business interruptions could harm or disrupt international commerce and the global economy and could have a material +adverse effect on our Subsidiaries and their customers both current and potential new customers. International trade disputes could result +in tariffs and other protectionist measures, which may materially and adversely affect our Subsidiaries business. + + + +Tariffs could increase the cost +of our products which could affect customers investment decisions. In addition, political uncertainty, such as the recent invasion +by Russia in Ukraine, conflict in the Middle East and surrounding international trade disputes and their potential of escalation to trade +wars and global recession, could have a negative effect on customer confidence, which could materially and adversely affect our Subsidiaries +business. Our Subsidiaries may also have access to fewer business opportunities, and their operations may be negatively impacted as a +result. In addition, the current and future actions, or escalations by either the United States or China, including those sanctions imposed +by the United States and other countries on Russia, that affect trade relations may cause global economic turmoil and potentially have +a negative impact on our Subsidiaries markets, their business, or their results of operations, as well as the financial condition +of their customers. We cannot provide any assurances as to whether such actions will occur or the form that they may take. + + + +While +the imposition of tariffs that were recently introduced is not limited only to goods originating from the PRC, we believe the risks +we face are not substantially different from those faced by other exporters to the US. Nevertheless, as envisioned by our +management, our strategic move into and presence in various jurisdictions, including South-East Asia, Australia, Europe and Mexico +in last two years has enabled us to mitigate the potential impact arising from these new tariffs. + +Further, with our cost-plus +pricing strategy, we have dealt with our key customers in the US are absorbing most of costs arising from the new tariffs, therefore preserving +our profit margins. + + + +Although the audit report included in this prospectus +is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared +by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived of the benefits of such inspection. Furthermore, +trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors +that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq +Capital Market, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding +Foreign Companies Accountable Act, which was enacted on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an +issuer s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive +years instead of three, thus reducing the time before the securities may be prohibited from trading or delisted. + + + +As an auditor of companies that +are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under +the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States +and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities. +Currently, our U.S. auditor is inspected by the PCAOB, and, through our Subsidiary D&J Ganzhou, we operate a factory in China. However, +if there is significant change to current political arrangements between mainland China and Hong Kong, companies operating in Hong Kong +like us may face similar regulatory risks as those operated in PRC and we cannot assure you that our auditor s work will continue +to be able to be inspected by the PCAOB. + + + +Inspections of other auditors +conducted by the PCAOB outside mainland China have at times identified deficiencies in those auditors audit procedures and quality +control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections +of audit work undertaken in mainland China prevents the PCAOB from regularly evaluating auditors audits and their quality control +procedures. As a result, if there is any component of our auditor s work papers become located in mainland China in the future, +such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which +could result in limitations or restrictions to our access of the U.S. capital markets. + + + +As part of a continued regulatory +focus in the United States on access to audit and other information currently protected by national law, in particular mainland China s, +in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the +SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting +firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges ("EQUITABLE") +Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities +exchanges, such as the Nasdaq Capital Market, of issuers included on the SEC s list for three consecutive years. It is unclear if +this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially +limiting or restricting China-based companies from accessing U.S. capital markets. + + + +On May 20, 2020, the U.S. Senate +passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB +is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor s local jurisdiction. +The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. +Additionally, in July 2020, the U.S. President s Working Group on Financial Markets issued recommendations for actions that can +be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed +on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, +the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based +issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. + + + + 23 + + + + + + + +On March 24, 2021, the SEC adopted +interim final rules relating to the implementation of certain disclosure and documentation requirements in the HFCA Act. On December 2, +2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules +apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting +firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate. We will be required to comply with +these rules if the SEC identifies us as having a "non-inspection" year under a process to be subsequently established by the +SEC. The final amendments require any identified registrant to submit documentation to the SEC establishing that the registrant is not +owned or controlled by a government entity in the public accounting firm s foreign jurisdiction, and also require, among other things, +disclosure in the registrant s annual report regarding the audit arrangements of, and government influence on, such registrants. +Under the HFCA Act, our securities may be prohibited from trading on Nasdaq or other U.S. stock exchanges if our auditor is not inspected +by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted. + + + +On June 22, 2021, the U.S. Senate +passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022, amending the HFCA Act and requiring +the SEC to prohibit an issuer s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections +for two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted. + + + +On September 22, 2021, the PCAOB +adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under +the HFCA Act, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign +jurisdiction because of a position taken by one or more authorities in that jurisdiction. + + + +On November 5, 2021, the SEC approved +the PCAOB s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework +for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered +public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. + + + +On December 2, 2021, the SEC issued +amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that +the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located +in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in +foreign jurisdictions ("Commission-Identified Issuers"). The final amendments require Commission-Identified Issuers to submit +documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm s +foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a "foreign issuer," as defined +in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign +operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose +trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCA Act. The SEC will identify Commission-Identified +Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission +and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified +Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission +or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. The final amendments became effective +on January 10, 2022. + + + +On December 16, 2021, the PCAOB +issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms +headquartered in Mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made +its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities under the HFCA +Act. + + + +On August 26, 2022, the China +Securities Regulatory Commission (the "CSRC"), the Ministry of Finance of the PRC (the "MOF"), and the PCAOB signed +a Statement of Protocol (the "Protocol") to allow the PCAOB to inspect and investigate completely registered public accounting +firms headquartered in mainland China and Hong Kong, consistent with the HFCA Act, and the PCAOB will be required to reassess its determinations +by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion +to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. + + + +On December 15, 2022, the PCAOB +Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered +in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct +or otherwise fail to facilitate the PCAOB s access in the future, the PCAOB Board will consider the need to issue a new determination. +On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by decreasing +the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited from +trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate +completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. + + + + 24 + + + + + + + +The SEC is assessing how to implement +other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Future developments in +respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative +process and the regulatory developments are subject to the rule-making process and other administrative procedures. + + + +While the CSRC, the +SEC and the PCAOB have entered into the SOP Agreements regarding the inspection of PCAOB-registered accounting firms in mainland China +and Hong Kong, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators if there is significant +change to current political arrangements between mainland China and Hong Kong. If the PRC adopts positions at any time in the future +which would prevent the PCOAB from continuing to inspect or investigate completely accounting firms headquartered in mainland China or +Hong Kong, it could result in the prohibition of trading in our securities by not being allowed on a U.S. exchange and as a result the +Company may determine to delist which would materially affect the interest of our investors. Furthermore, the market price of our +Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, +regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. + + + +The enactment of the Law of the PRC on Safeguarding +National Security in the Hong Kong Special Administrative Region (the "Hong Kong National Security Law") could impact our +Hong Kong Subsidiaries. + + + +On June 30, 2020, the Standing +Committee of the PRC National People s Congress adopted the Hong Kong National Security Law. This law defines the duties and government +bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, +terrorist activities and collusion with a foreign country or external elements to endanger national security — and their corresponding +penalties. On July 14, 2020, the former U.S. President, Donald Trump, signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing +the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed +to the erosion of Hong Kong s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals, +including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress +the report required under the HKAA, identifying persons materially contributing to "the failure of the Government of China to meet +its obligations under the Joint Declaration or the Basic Law." The HKAA further authorizes secondary sanctions, including the imposition +of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned +under this authority. The imposition of sanctions may directly affect foreign financial institutions as well as any third parties or customers +dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National +Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Subsidiaries are determined to be in violation of the Hong +Kong National Security Law or the HKAA by competent authorities, our business operations, financial position, and results of operations +could be materially and adversely affected. + + + +Compliance with Hong +Kong s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental +orders may entail significant expenses and could materially affect our business. + + + +Our Subsidiaries business +and operations in Hong Kong are subject to data privacy related laws and regulations. In particular, the Personal Data (Privacy) Ordinance +(Chapter 486 of the laws of Hong Kong) ("PDPO") imposes a duty on any data user who, either alone or jointly with other persons, +controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and +can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they +hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept +longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, +unless erasure is prohibited by law or is not in the public interest. + + + +The PDPO also confers on the Privacy +Commissioner for Personal Data ("Privacy Commissioner") power to conduct investigations and institute prosecutions. The data +protection principles (collectively, the "DPP"), which are contained in Schedule 1 to the PDPO, outline how data users should +collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective +of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing +the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept +for as long as necessary for the fulfillment of the purposes of using the data. Use of the data should be limited to or related to the +original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the +data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a +copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Privacy Commissioner may carry +out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner +will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may +also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Privacy Commissioner may +provide legal assistance to the aggrieved data subjects if the Privacy Commissioner deems fit to do so. + + + +If our Subsidiaries conducting +business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or criminal +prosecution. Based on advice of counsel, we believe we have established the necessary protocols and data collection standards to ensure +compliance with the PDPO. + + + + 25 + + + + + + + +We are incorporated under the laws of the BVI +and are subject to its Data Protection Act, which regulated our collection and processing of personal data of our investors. A cyberattack, +security breach or other unauthorized access or interruption to our information technology systems or those of any third-party service +providers could harm our reputation and subject us to significant liability. + + + +We collect, process, and maintain +personal data about investors of the Company pursuant to the Data Protection Act, 2021 Revision, of the BVI, as amended from time to time +as well as any regulations, codes of practice, or orders promulgated pursuant thereto (the "DPA"). We are committed to processing +personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a "data controller." +By virtue of your investment in the Company, we and certain of our third-party service providers may collect, record, store, transfer +and otherwise process personal data by which individuals may be directly or indirectly identified. Your personal data will be processed +fairly and for lawful purposes, including: (i) where the processing is necessary for us to perform a contract to which you are a party +or for taking pre-contractual steps at your request; (ii) where the processing is necessary for compliance with any legal, tax, or regulatory +obligations to which we are subject; or (iii) where the processing is for the purposes of legitimate interests pursued by us or by a service +provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected +it. We anticipate that we will share your personal data with our third-party service providers for certain purposes. We may also share +relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions, or where +it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share +your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending +or threatened), in any country or territory, including to any other person where we have a public or legal duty to do so (e.g., to assist +with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order). + + + +We are fully aware that cybersecurity +threats, privacy breaches, insider threats or other incidents and malicious internet-based activity continue to increase, evolve in nature, +and become more sophisticated. Information security risks for companies such as ours have significantly increased in recent years in part +because of the proliferation of new technologies, the use of internet and telecommunications technologies to conduct financial transactions, +and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties, as well as nation-state +and nation-state-supported actors. Many companies that provide services similar to ours have also reported a significant increase in cyberattack +activity since the beginning of the Covid-19 pandemic. + + + +In addition, because we may utilize +a third-party contractor to provide these services to us, including cloud, software, data center and other critical technology, to collect +and maintain personal data on our shareholders, we rely heavily on the data security practices and policies adopted by these third-party +service providers. Our ability to monitor our third-party service providers data security is limited. A vulnerability in our or +our third-party service providers software or systems, a failure of our third-party service providers safeguards, policies +or procedures, or a breach of a software or systems could result in the compromise of the confidentiality, integrity or availability of +the data housed. We cannot guarantee that any similar incidents may not occur again and adversely affect our shareholders. We and our +third-party service providers and partners may be unable to anticipate or prevent techniques used in the future to obtain unauthorized +access or to sabotage systems and we cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms +and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. In addition, we +may also become liable in the event our or our third-party service providers are subject to security breaches, privacy breaches or other +cybersecurity threats. This could expose us to a risk of litigation, indemnity obligations and damages, cause us to incur significant +liability and financial loss and be subject to regulatory scrutiny, investigations, proceedings and fines and penalties, and require us +to expend significant capital and other resources to alleviate problems caused by any such cybersecurity attack or other security breach +or incident and implement additional security measures. + + + +We currently do not maintain cybersecurity +insurance, and in the event that we were to seek to obtain such insurance coverage, it may not be available on acceptable terms or may +not be available in sufficient amounts to cover one or more large claims in connection with cybersecurity liabilities. Insurers could +also deny coverage as to any future claim. + + + + 26 + + + + + + + +We may become subject to a variety of PRC laws +and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based +issuers, 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 and may hinder our ability to offer or continue to offer our Ordinary Shares to investors and cause +the value of our Ordinary Shares to significantly decline or be worthless. + + + +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. + + + +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 activities in the securities market and promote the high-quality development of the capital markets, which, among other things, +requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance +supervision over China-based companies listed overseas and to establish and improve the system of extraterritorial application of the +PRC securities laws. + + + +On 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 the "PRC Personal Information Protection Law", which became effective on +November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within +the territory of China 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 24, 2021, the CSRC, +together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas +Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering +and Listing by Domestic Companies (Draft for Comments) ("Draft Overseas Listing Regulations"). The Draft Overseas Listing +Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas ("Overseas Issuance and Listing") +shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct +and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in the PRC seeks to issue and +list its shares in the name of an overseas enterprise ("Overseas Issuer") on the basis of the equity, assets, income or other +similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and +listing ("Indirect Overseas Issuance and Listing") under the Draft Overseas Listing 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 and replace 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, any and online platform operator who controls +more than one million users personal information must go through a cybersecurity review by the cybersecurity review office if +it seeks to be listed in a foreign country. + + + +Our Subsidiaries +may in the future collect and store certain data (including certain personal information) from our investors, who may be PRC individuals, +for "Know Your Customers" purposes (to combat money laundering). Given that: (i) our Subsidiaries are incorporated and located +in Hong Kong; and (ii) 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 (which is confined to laws relating to defense and foreign affairs, as well as +other matters outside the autonomy of Hong Kong), we currently may expect the Measures for Cybersecurity Review (2021) and the +PRC Personal Information Protection Law to have an impact on our Subsidiaries or this offering. + + + +On February 17, 2023, with +the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing +by Domestic Companies ("Trial Measures"), and five supporting guidelines, which came into effect on March 31, 2023. Pursuant +to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete +filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission +of initial public offerings or listing applications. Subsequent securities offerings of an issuer in the same overseas market where it +has previously offered, and listed securities must be filed with the CSRC within three business days after the offering is completed. +If a domestic company fails to complete the required 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 an order to rectify, warnings and 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. + + + +These statements +and regulatory actions are new, and it is how soon to be observed 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 to be observed what the potential impact such modified or new laws and regulations will have on the daily business operations +of our Subsidiaries, their respective abilities to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other +foreign exchanges. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and +regulations. If the Trial Measures are adopted into law in the future and becomes applicable to our Subsidiaries, if our Subsidiaries +are deemed to be an "Operator" required to file for cybersecurity review before listing in the United States or if the Measures +for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to our Subsidiaries, the business operations +of our Subsidiaries and the listing of our 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 our Subsidiaries become subject to the CAC or CSRC review, we cannot assure +you that our Subsidiaries will be able to comply with the regulatory requirements in all respects, and the current practice of collecting +and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure +to comply, our Subsidiaries may become subject to fines and other penalties, which may have a material adverse effect on our business, +operations, and financial condition, may 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. + + + + 27 + + + + + + + +If the Chinese government +chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, +such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause +the value of our Ordinary Shares to significantly decline or be worthless. As of the date of this prospectus, and based on the advice +of our PRC counsel, ETR Law Firm, we believe that we are in full compliance with the rules and regulations promulgated by the +CAC and CSRC and associated policies as issued to current date. + + + +These recent statements, +laws, and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information +Protection Law and the Trial Measures have indicated an intent to exert greater oversight and control over offerings that are +conducted overseas and/or foreign investments in China-based issuers. It is uncertain whether the Chinese government will adopt additional +requirements or extend the existing requirements to apply to our Subsidiaries located in Hong Kong. We could be subject to approval or +review of Chinese regulatory authorities to pursue this offering. Any future action by the PRC government expanding the categories of +industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely +hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly +decline or be worthless. + + + +If the Chinese government were to impose new +requirements for approval from the PRC authorities to issue the Company s Ordinary Shares to foreign investors or list on a foreign +exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors +and cause such securities to significantly decline in value or become worthless. + + + +Recently, the General Office of +the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on +Severely Cracking Down on Illegal Securities Activities According to Law," or "the Opinions," which were made available +to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and +the need to strengthen the supervision over overseas listings by Chinese companies. + + + +Based on the advice +of PRC counsel, ETR Law Firm, and our understanding of currently applicable PRC laws and regulations, the Company and its PRC +Subsidiaries: (i) are not currently required to obtain permissions from any PRC authorities to operate or to issue securities to foreign +investors; (ii) are not subject to permission requirements from the CSRC, the CAC or any other entity that is required to approve their +operations; and (iii) have not been denied any permissions by any PRC authorities. + + + +If we have erroneously concluded +that these permission requirements do not apply to us, or if applicable laws, regulations, or interpretations change, and it is determined +in the future that the permission requirements become applicable to us, we may be subject to review, may face challenges in addressing +these requirements and may incur substantial costs in complying with these requirements, which could result in material adverse changes +in our business operations and financial position. In addition, if we are not able to fully comply with the Measures for Cybersecurity +Review (2021 version) or if the Opinions come into effect and are determined to be applicable to us, our ability to offer or to continue +to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly decline in +value or become worthless. + + + +Given the current PRC regulatory +environment, it is uncertain whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges +in the future, and if such permission is required, whether it will be denied or later rescinded. We have been closely monitoring regulatory +developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, +including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory +objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the +enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets +activities. + + + +On +February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which became effective on March 31, +2023. Pursuant to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, +should fulfill the filing procedure to the CSRC; (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 consolidated 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 initial public offering and listing in an overseas market, the +issuer shall submit filings with the CSRC within three business days after such application is submitted. The Trial Measures further +require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under +certain circumstances, such as: (1) an issuer making an application for initial public offering and listing in an overseas market; (2) +an issuer making an overseas securities offering after having been listed on an overseas market; and (3) a domestic company seeking an +overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other +means. The required filing scope is not limited to the initial public offering, but also includes subsequent overseas securities offering, +single or multiple acquisition(s), share swap, transfer of shares or other means to seek an overseas direct or indirect listing and a +secondary listing or dual major listing of issuers already listed overseas. If a domestic company fails to complete the required 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 orders 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. + + + + 28 + + + + + + + +If it is determined in the future +that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, +the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties or take other actions that could have +a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our +securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to +halt this offering before settlement and delivery of our Ordinary Shares. Consequently, if you engage in market trading or other activities +in anticipation of and prior to settlement and delivery of our Ordinary Shares, you do so at the risk that settlement and delivery may +not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their +approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established +to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse +effect on the trading price of our securities. + + + +Risks Related to Our Subsidiaries Business +Operations + + + +We rely on several major customers, and if we +fail to retain these customers or attract new customers, our business, financial condition, results of operations, and growth prospects +will be harmed. + + + +We rely on several +key customers which contributed approximately 28% and 34% of our total revenues for the years ended March 31, 2025, +and 2024, respectively. We do not have a long-term agreement with our key customers and their purchases are made on an order-by-order +basis. Our business with these customers has been, and we expect it will continue to be, conducted based on the actual orders received +from time to time. Our major customers are not obligated in any way to continue placing orders with us at the same or increasing levels, +or at all. Our customers level of demand for our products may fluctuate significantly from period to period. Such fluctuation +is attributable mainly to changes in our customers business strategies, operational needs, product portfolio as well as consumer +trends. The loss of any of our major customers, or if we are unable to attract new customers or if our existing customers decrease their +spending on the products we offer, or fail to make repeat purchases of our products, will harm our business, financial condition, results +of operations, and growth prospects. + + + +Our several key customers may take actions that +adversely affect our gross profit and operating results. + + + +We are dependent upon our several +key customers whose bargaining strength is substantial and growing. We may be negatively affected by changes in their policies, such as +price and term demands, special packaging, shorter lead times for the delivery of products, smaller and more frequent shipments, or other +conditions. If we do not effectively respond to these demands, these customers could decrease their purchases from us and a reduction +in the demand for our products or the costs of complying with their business demands could have a material adverse effect on our business, +operating results, and financial condition. + + + +Our ability to deliver products to our key customers +in a timely manner and to satisfy our customers fulfillment standards are subject to several factors, some of which are beyond +our control. + + + +Our key customers place great +emphasis on timely delivery of our products for specific selling seasons, especially during our third fiscal quarter, and on the fulfillment +of consumer demand throughout the year. We cannot control all of the various factors that might affect our product delivery. Production +delays, difficulties encountered in shipping from overseas, customs clearance delays, and operational issues with any of the third-party +logistics providers we use are on-going risks of our business. Accordingly, we are subject to risks, including labor disputes, inclement +weather, public health crises (such as pandemics and epidemics), natural disasters, possible acts of terrorism, port and canal backlogs +and blockages, availability of shipping containers, and increased security restrictions associated with the carriers ability to +provide delivery services to meet our shipping needs. These risks have been exacerbated by surges in demand and shifts in shopping patterns +related to COVID-19, which has resulted in carrier-imposed capacity restrictions, carrier delays, and longer lead times for our products. +Failure to deliver products to our key customer in a timely and effective manner could damage our reputation and result in the loss of +our key customer or reduced orders, which could have a material adverse effect on our business, operating results, and financial condition. + + + +We rely on six principal suppliers for supplies +of raw materials, manufacturing services and logistics services. + + + +The +apparel products sold or sourced by us during +the years ended March 31, 2025, and 2024, were mainly produced by six contract manufacturers, two of which are related parties while the +other four are independent third parties. During the years ended March 31, 2025, and 2024, our four independent contract manufacturers +together accounted for 60%, +and 67% +of our total purchases, respectively. We engage contract manufacturer on an individual project basis and rely on third party service providers +for services including sourcing of materials and provision of logistics services for the finished goods. The terms of services provided +by them may be susceptible to fluctuations with regard to pricing, timing and quality. Business relationships with our key suppliers could +deteriorate, and existing procurement arrangements could change without advance notice. Increases in raw material prices resulting in +higher procurement costs being incurred by our contract manufacturer, may be passed onto us as part of the overall production service +costs. Recent inflationary pressures have affected the procurement cost of certain raw materials used in our apparel products. While we +have not faced any shortages or significant increases in prices that would have a material adverse effect on our operations, we have had +to enact measures to mitigate fluctuations in the price of our key raw materials. These measures include, but are not limited to, placing +bulk orders for a portion of our raw material requirements based on projections and sales estimates ahead of the production season and +incorporating alternative materials into our products or modifying specifications of product designs. However, our ability to implement +such measures are limited and we cannot guarantee that we will be able to successfully mitigate fluctuations or increases in the price +of raw materials. We might have to accept substantial increment in price, or a substantial reduction of quantities supplied in some cases, +especially when we are unable to locate alternative suppliers in a timely manner and/or on comparable commercial terms. In addition, we +are not able to ensure our suppliers compliance with applicable laws and regulations. Failure on the part of any of our suppliers +to comply with applicable laws and regulations may damage our corporate image and adversely affect our customer relationships. + + + +If we experience significant +increased demand, or if we need to replace an existing supplier, we may be unable to locate additional manufacturing capacity on terms +that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our +customer s requirements or to fill our orders in a timely manner. Even if we are able to expand existing or find new manufacturing, +we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our +methods, products, and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping +times if new suppliers are located farther away from our markets or from other participants in the supply chain. Any delays, interruption, +or increased costs in manufacture of our products could have an adverse effect on our ability to meet customer demand for our products +and result in lower net revenue and income from operations both in the short and long term. + + + +To compete successfully in the global marketplace, +we must develop and introduce innovative new products to meet changing consumer preferences. + + + +Our long-term success in the competitive +apparel industry depends on our ability to develop and commercialize a continuing stream of innovative new garments that meet changing +consumer preferences and take advantage of opportunities sooner than our competition. We face the risk that our competitors will introduce +innovative new garments that compete with ours. There are numerous uncertainties inherent in successfully developing and commercializing +new garments on a continuing basis and new product launches may not deliver expected growth in sales or operating income. If we are unable +to develop and introduce a continuing stream of competitive new products it may have an adverse effect on our business, operating results, +and financial condition. + + + + 29 + + + + + + + +Significant changes in or our compliance with +regulations, interpretations or product certification requirements could adversely impact our operations. + + + +We are subject to U.S. and foreign +regulations, including environmental, health and safety laws, and industry-specific product certifications. Our products we sell are subject +to product safety laws and regulations in various jurisdictions. These laws and regulations specify product safety testing requirements, +and set product identification, labeling and claim requirements. + + + +Significant new regulations, material +changes to existing regulations, or greater oversight, enforcement, or changes in interpretation of existing regulations, could further +delay or interrupt distribution of our products in the U.S. and other countries, result in fines or penalties or cause our costs of compliance +to increase. Significant new certification requirements or changes to existing certification requirements could further delay or interrupt +distribution of our products or make them more costly to produce. + + + +We are not able to predict the +nature of potential changes to, or enforcement of laws, regulations, product certification requirements, repeals, or interpretations. +Nor are we able to predict the impact that any of these changes would have on our business in the future. Further, if we were found to +be noncompliant with applicable laws and regulations in these or other areas, we could be subject to governmental or regulatory actions, +including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, any of which could have a material +adverse effect on our business, results of operations and financial condition. + + + +Our business may be adversely impacted by product +defects or other quality issues. + + + +Product defects or other quality +issues can occur throughout the product development, design, and manufacturing processes. Any product defects or any other failure of +our products or substandard product quality could harm our reputation and result in adverse publicity, lost revenues, delivery delays, +product recalls, relationships with our network partners and other business partners, product liability claims, administrative penalties, +harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, +financial condition, operating results and prospects. + + + +Our Subsidiaries business and operations +may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19. + + + +The global pandemic outbreak of +COVID-19 announced by the World Health Organization in early 2020 has disrupted our Subsidiaries operations and the operations +of their customers, suppliers and/or sub-contractors. If the development of the COVID-19 outbreak becomes more severe or new and more +deadly variants occur resulting in more stringent regulatory measures being taken, such as complete lockdowns, our Subsidiaries may be +forced to close down their businesses after any prolonged disruptions to their operations, and our Subsidiaries may experience a termination +of certain of their contracts by their customer. In such event, our Subsidiaries operations may be severely disrupted, which may +have a material and adverse effect on our business, financial condition, and results of operations. In addition, if any of our Subsidiaries +employees are suspected of having contracted COVID-19, some or all of such employees may be quarantined, and our Subsidiaries will be +required to disinfect their workplaces and facilities. In the event that our Subsidiaries employees are placed under quarantine +orders, our Subsidiaries may face a shortage of labor, and their operations may be severely disrupted. Our Subsidiaries revenue +and profitability may also be materially affected if the COVID-19 outbreak or new outbreaks continue to materially affect the overall +economic and market conditions in Hong Kong or China, as the economic slowdown and/or negative business sentiment could potentially have +an adverse impact on our Subsidiaries business and operations. We are uncertain as to when any new outbreaks of COVID-19 will be +contained, and we cannot predict if the impact of any such outbreaks or associated lockdown measures will be short-lived or long-lasting. +If the outbreaks of COVID-19 are not effectively controlled within a short period of time, our business, financial condition, results +of operations and prospects may be materially and adversely affected. + + + +Global climate change and related legal and +regulatory developments could negatively affect our business, results of operations, liquidity, and financial condition. + + + +The effects of climate +change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere, such as droughts, +heat waves, flooding, wildfires, increased storm severity, sea level rise, and power outages or shortages, particularly in certain regions +in which we operate, may materially adversely impact our business. While the Company has not experienced any disruptions in the +operations of its manufacturing subsidiaries, any such disruptions could have a material adverse effect on its business, operations, +liquidity, and financial condition. + + + + 30 + + + + + + + +An economic downturn may adversely affect consumer +discretionary spending and demand for our products and services. + + + +Our products and services may +be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include +general economic conditions and other factors, such as consumer confidence in future economic conditions, consumer sentiment, the availability +and cost of consumer credit, levels of unemployment, and tax rates. Unfavorable economic conditions may lead consumers to delay or reduce +purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to +economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating +results and financial condition. + + + +Our Subsidiaries rely on our management team +and employees in their business. + + + +Our experienced directors and +senior management team are one of the key factors contributing to our Subsidiaries success. Their extensive experience and knowledge +of the apparel industry help formulate and implement business strategy and foster growth of our Subsidiaries business. Particularly, +we rely on our Director, Ms. Tang, in the overall management, strategic planning and development and daily operation of our Subsidiaries. +The loss of services of our Director or of senior management members without timely and suitable replacement may cause disruption or loss +of our Subsidiaries business operation and prospects. Please refer to "Management – Executive Officers and Directors," +"– Independent Non-Executive Directors" and "– Senior Management/Key Personnel" in this prospectus +for details about the experience and roles of our Directors, independent non-executive Directors, and senior management. + + + +Aside from our key management, +our Subsidiaries also rely on our employees for their daily operations. Our Subsidiaries results of operations and business performance +may be materially and adversely affected if we cannot retain the services of our employees and recruit suitable replacements in a timely +manner. + + + +Our Subsidiaries derive a significant portion +of their revenue from international operations and are exposed to foreign exchange risk. Moreover, fluctuations in exchange +rates could have a material and adverse effect on our results of operations and the value of your investment. + + + +Most of our Subsidiaries +sales are settled in USD, our Subsidiaries currently do not have a foreign currency hedging policy. For the year ended March 31, 2025, +our Subsidiaries recorded a net foreign exchange loss of approximately US$71,669; for the year ended March 31, 2024, our +Subsidiaries recorded a net foreign exchange loss of approximately US$222,794. Significant volatility in foreign exchange rates +may negatively affect our results of operations and other comprehensive income. + + + +In addition, our Subsidiaries +revenues and expenses will also be denominated in Hong Kong dollars. Although the exchange rate between of the Hong Kong dollar to the +U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar. Any significant +fluctuations in the exchange rates between Hong Kong dollars and U.S. dollars may have a material adverse effect on our Subsidiaries +revenue and financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this offering +into Hong Kong dollars for our Subsidiaries operations, fluctuations in the exchange rates of the Hong Kong dollar against the +U.S. dollar would have an adverse effect on the amounts we receive from the conversion. We have not used any forward contracts, futures, +swaps, or currency borrowings to hedge our exposure to foreign currency risk. + + + +Our Subsidiaries are exposed to the credit risk +of their customers. + + + +The credit risk exposure +of our Subsidiaries mainly arises from trade receivables from our customers. As of March 31, 2025, and 2024, our Subsidiaries +accounts receivables amounted to approximately US$9,551,686 and US$5,634,903, respectively, which represented approximately, 37.9% and +33.1% of total assets, respectively. For the year ended March 31, 2025, and 2024, our Subsidiaries recorded US$30,799 and US$52,249 +provision for credit losses for accounts receivables, respectively. The Group did not record any provision for credit losses for +other receivable for the years ended March 31, 2025, and 2024, respectively. For the years ended March 31, 2025, and 2024, the Group +recorded nil and US$5,419 provision for credit losses for amount due from related parties, respectively. However, our Subsidiaries +are still subject to the credit risk of their customers, and their liquidity is dependent on their customers making prompt payments. + + + +Furthermore, our Subsidiaries +suppliers generally offer them a credit period of 30 days to 120 days, while our Subsidiaries generally grant their customers a credit +period ranging from 30 days to 90 days. The longer credit period granted to our Subsidiaries customers compared to that offered +by their suppliers indicates a potential risk of a possible cash flow shortage, which may affect the liquidity of their business. In the +event that our Subsidiaries experience a cash flow shortage when their customers do not make settlements on a timely manner, the financial +position, profitability, and cash flow of our Subsidiaries may be adversely affected. + + + + 31 + + + + + + + +Our Subsidiaries may be harmed by negative publicity. + + + +Our Subsidiaries operate in highly +competitive industries, and there are other companies in the market that offer similar products and services. They derive most of their +customers through word of mouth and rely on the positive feedback of their customers. Thus, customer satisfaction with our Subsidiaries +products is critical to the success of their business. If our Subsidiaries fail to meet our customer s expectations, there may be +negative feedback which may have an adverse impact on our Subsidiaries business and reputation. In the event that our Subsidiaries +are unable to maintain a high level of customer satisfaction, or any customer dissatisfaction is inadequately addressed, our Subsidiaries +business, financial condition, results of operations and prospects may also be adversely affected. + + + +Our Subsidiaries reputation +may also be adversely affected by negative publicity in reports and publications such as major newspapers and forums or any other negative +publicity or rumors. There is no assurance that our Subsidiaries will not experience negative publicity in the future or that such negative +publicity will not have a material and adverse effect on their reputation or prospects. This may result in our Subsidiaries being +unable to attract new customers or retain existing customers and may in turn adversely affect their business and results of operations. + + + +We may be unable to successfully implement our +business strategies and future plans for our Subsidiaries. + + + +As part of our business strategies +and future plans, we intend to expand our Subsidiaries operations. While we have planned such expansion based on our outlook regarding +our Subsidiaries business prospects, there is no assurance that such expansion plans will be commercially successful or that the +actual outcome of those expansion plans will match our expectations. The success and viability of our expansion plans are dependent upon +our ability to successfully implement our development projects, hire and retain skilled employees to carry out our Subsidiaries +product development and new market strategies and future plans and implement strategic business development and marketing plans effectively +and upon an increase in demand for their products by existing and new customers in the future. + + + +Further, the implementation of +our business strategies and future plans for our Subsidiaries business operations may require substantial capital expenditure and +additional financial resources and commitments. There is no assurance that these business strategies and future plans will achieve the +expected results or outcome such as an increase in revenue that will be commensurate with our investment costs or the ability to generate +any cost savings, increased operational efficiency and/or productivity improvements to our Subsidiaries operations. There is also +no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results or outcome of our future +plans do not meet our expectations, including if our Subsidiaries fail to achieve a sufficient level of revenue or fail to manage their +costs efficiently, we may not be able to recover our investment costs, and our business, financial condition, results of operations and +prospects may be adversely affected. + + + +Risks Related to Our Subsidiaries Industry + + + +The imposition of tariffs or other trade restrictions +could have a material adverse effect on our business, operations, and financial results. + + + +On +July 14, 2020, President Trump signed an executive order and the Hong Kong Autonomy Act, or HKAA, to remove Hong Kong s preferential +trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined +to have materially contributed to the erosion of Hong Kong s autonomy. + + + +On +February 1, 2025, President Trump imposed a 10% tariff on goods from Hong Kong targeting imports originating from the PRC. + + + +On +April 2, 2025, President Trump declared that foreign trade and economic practices had created a national emergency under the International +Emergency Economic Powers Act of 1977 (IEEPA) and imposed across-the-board tariffs on all countries, along with individual reciprocal +higher tariffs for certain countries, subject to certain exceptions. These tariffs will remain in effect until such a time as President +Trump determines that the threat posed by the trade deficit and underlying nonreciprocal treatment is satisfied, resolved, or mitigated. + + + +These +tariffs and other recent actions may represent an escalation in political and trade tensions involving the U.S., PRC and Hong Kong, and +may prompt retaliatory action by other countries and escalate the ongoing trade war. This will require the Company to evaluate the following +to determine the impact on our business which could potentially harm our business. + + + +– +Whether the new U.S. tariffs or new tariffs to be imposed by the other countries will be collected on the that are utilized in production +of our products. + + + +– +How the tariffs will impact the price that we charge for our products. + + + +– +How the tariffs will impact the cost of materials utilized in producing our products. + + + +– +Whether the imposition of tariffs may impact the availability of materials in our supply chain. + + + +– +Whether the imposition of tariffs will impact the demand for our products that are subject to the tariffs. + + + +– +Whether the imposition of tariffs will cause inflationary pressures in the economy and will otherwise have negative economic impacts +that could in turn impact the demand for our products. + + + +– +Whether mitigation strategies could increase costs that a company may not be able to recover. + + + +Given +the relatively small geographical size of Hong Kong, any such incidents may have a widespread effect on our business operations, which +could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict +the full impact of the HKAA or these tariffs on Hong Kong and companies with operations in Hong Kong. Furthermore, legislative or administrative +actions in respect of PRC-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of +our Ordinary Shares could be adversely affected. + + + +While the imposition of +tariffs that were recently introduced is not limited only to goods originating from the PRC, the risks we face are not substantially +different from those faced by other exporters to the US. Nevertheless, as envisioned by our management, we believe our strategic +move into and presence in various jurisdictions, including South-East Asia, Australia, Europe and Mexico in last two years has +enabled us to mitigate the potential impact arising from these new tariffs. + + + +Further, with our cost-plus +pricing strategy, we have dealt with our key customers in the US are absorbing most of costs arising from the new tariffs, therefore preserving +our profit margins. + + + + 32 + + + + + + + +An economic downturn may adversely affect consumer +discretionary spending and demand for our products and services. + + + +Our apparel products may be considered +discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic +conditions and other factors, such as consumer confidence in future economic conditions, consumer sentiment, the availability and cost +of consumer credit, levels of unemployment, and tax rates. Unfavorable economic conditions may lead consumers to delay or reduce purchases +of our products and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any +related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial +condition. + + + +The enactment in the U.S. +of the Uyghur Forced Labor Prevention Act (the "UFLPA") and similar pending legislation in the territories in which our subsidiaries +operate could have material adverse effect on our ability to conduct our business. + + + +The UFLPA prohibits on the importation +of goods into the United States manufactured wholly or in part with forced labor in the PRC, especially from the Xinjiang Uyghur Autonomous +Region ("Xinjiang"). It establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise +mined, produced, or manufactured wholly or in part in Xinjiang are not entitled to entry to the U.S. and requires the importer of record +to comply with specified conditions and, by clear and convincing evidence, that the goods, wares, articles, or merchandise were not produced +using forced labor. Our current contract manufacturers are located in the PRC, but do not use any Chinese cotton which comes from Xinjiang. + + + +Governments in the other territories +where the Company operates (the UK, Australia, and Mexico) are advancing similar measures to address the risk of goods produced from forced +labor from any country from entering the global supply chains in order to ensure that their businesses are not complicit in forced labor +in Xinjiang, there is an extraordinarily high risk that the yarn, textiles, and garments made with Chinese cotton are tainted with forced +and prison labor. Violations of the UFLPA can empower U.S. Customs and Border Protection to detain, exclude or seize goods and assess +monetary penalties. + + + +The failure of the Company s +supply chain management system to rebut the presumption that its products are tainted with forced, or prison labor could materially and +adversely affect our business operations, financial position, and results of operations. + + + +The war in Ukraine and shipping disruptions +in the Red Sea could materially and adversely affect our business and results of operations. + + + +The recent outbreak of war in +Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution +of this conflict could result in protracted and/or severe damage to the global economy. Russia s recent military interventions in +Ukraine have led to, and may lead to, additional sanctions being levied by the United States, the European Union, and other countries +against Russia and possibly countries that support, directly or indirectly, Russia s incursion. Russia s military incursion +and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the businesses of our customers, +even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military +action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by +Russian military action or resulting sanctions may magnify the impact of other risks described herein. We cannot predict the progress +or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged +unrest intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global +economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and +prospects. + + + +Recently there have been shipping +disruptions in the Red Sea and surrounding waterways due to attacks on marine vessels by the Houthi movement which controls part of Yemen. +These disruptions may impact our ability to distribute our products to our customers in a cost-effective and timely manner and to meet +our customers demands, all of which could have an adverse effect on financial condition and results of operations. + + + + 33 + + + + + + + +Risks Related to Our Securities and the Offering + + + +As of the date of this prospectus, we: (i) are +not required to obtain permissions from any PRC authorities to operate or issue our Ordinary Shares to foreign investors; and (ii) have +not received or were denied such permissions by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when +and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such +permission is obtained, whether it will be denied or rescinded. + + + +As of the date of this prospectus, +we: (i) are not required to obtain permissions from any PRC authorities to operate or issue our Ordinary Shares to foreign investors; +and (ii) have not received or were denied such permissions by any PRC authorities. We are also currently not required to obtain any pre-approval +from Chinese authorities to list on a U.S. stock exchange, including the NYSE, Nasdaq, or any of the Nasdaq Markets. Given the current +PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list +on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. As of the date of +this prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to this offering from the CSRC +or other PRC governmental authorities. However, if we are required to obtain approval in the future and are denied permission from Chinese +authorities to list on U.S. exchanges, we will not be able to list on a U.S. exchange, which would materially affect the interest of our +investors. + + + +In response to recent +data security concerns arising from overseas listings of Chinese internet companies operating in the PRC, on January 4, 2022, the CAC +issued revised measures to expand the types of businesses and circumstances that would require cybersecurity review by the CAC. We believe +that we are not directly subject to these regulatory actions or statements as our Subsidiaries businesses do not involve the collection +of user data that are the subject data of these regulatory actions or statements. Because these statements and regulatory actions are +new, however, it is to be observed how soon legislative or administrative regulation making bodies in China will respond to them, +or what existing or new laws or regulations will be modified or promulgated, if any, or what the potential impact any such modified or +new laws and regulations will be on our Subsidiaries daily business operations or our ability to accept foreign investments and +list on a U.S. exchange. For further information, see "Risks Factors – Risks Related to Doing Business in the People s +Republic of China and Hong Kong." + + + +Any future action by the Chinese government +to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers or expanding +the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit +or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly +decline or the securities to become worthless. + + + +Recent statements by the Chinese +government have indicated an intent to exert greater oversight and control over offerings that are conducted overseas and/or over foreign +investments in China-based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General +Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality +development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border +oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish +and improve the system of extraterritorial application of the PRC securities laws. + + + +Additionally, we +could be subject to various government and regulatory interference in the regions in which we operate, which could result in a material +change in our operations and the value of the securities. Pursuant to Article 6 of the Revised Draft, companies holding data of more +than one million users must now apply for cybersecurity approval when seeking overseas listings because of the risk that such data and +personal information could be "affected, controlled, and maliciously exploited by foreign governments." As confirmed by our +PRC counsel, ETR Law Firm, we currently are not subject to cybersecurity review with the CAC to conduct business operations in +China, given that: (i) we are not the "operator of critical information infrastructure" or "online platform operator" +(ii) we do not possess a large amount of personal information in our business operations, and (iii) as of the date of this prospectus, +we have not been involved in any investigations initiated by the CAC, nor have we received any inquiry, notice, warning or sanction in +such respect. + + + +On February 17, 2023, +with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing +by Domestic Companies ("Trial Measures"), and five supporting guidelines for the application of regulatory rules-category +1 for overseas offering and listing, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies +that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant +to the requirements of the Trial Measures within +three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete +the required 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 an order to rectify, warnings and 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. + + + + 34 + + + + + + + +As of the date of +this prospectus, we have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing +of our Ordinary Shares, and, in the opinion of our PRC legal counsel, ETR Law Firm, the filing requirements under the Trial Measurements +do not apply to the Company since: (i) the revenue, total profit, total assets or net assets of D&J Ganzhou was less than 50% of +that of the Company in total for the fiscal year ended March 31, 2024; and (ii) the majority of senior management are non-PRC citizens +and/or reside in Hong Kong. According to our auditor ARK Pro CPA & CO , as of March 31, 2024, the operating revenue of the PRC subsidiaries +was USD 219,779.29, which accounted for approximately 0.56% of the Group s total revenue; the total profit of the PRC subsidiaries +was USD -1,054,046.71, which accounted for less than 50% of the Group s total profit; the total assets of the PRC subsidiaries +was USD 4,240,008.37, which accounted for approximately 24.90% of the Group s total assets; and the net assets of the PRC subsidiaries +was USD 2,149,364.37, which accounted for approximately 24.46% of the Group s net assets. The above financial data and percentages +do not include internal eliminations within the PRC subsidiaries, nor do they include D&J Ganzhou Guangzhou Branch, as it was registered +and established on November 5, 2024. According to our auditor ARK Pro CPA & CO, as of March 31, 2025, the operating revenue of the +PRC subsidiaries was USD 1,173,112.60, which accounted for approximately 3% of the Group s total revenue; the total profit of +the PRC subsidiaries was USD -13,903,752.58, which accounted for less than 50% of the Group s total profit; the total assets of +the PRC subsidiaries was USD 6,098,079.29, which accounted for approximately 24% of the Group s total assets; and the net assets +of the PRC subsidiaries was USD 159,251.83, which accounted for approximately 1% of the Group s net assets. The above financial +data and percentages do not include internal eliminations within the PRC subsidiaries. + + + +However, there can be no assurance +that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other +PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require +us to obtain CSRC or other PRC governmental approvals for this offering. If we inadvertently concluded that such approvals are not required, +our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or completed hindered, which +could cause the value of our Ordinary Shares to significantly decline or become worthless. We may also face sanctions by the CSRC, the +CAC or other PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in China, or take other +actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as +the trading price of our securities. + + + +The promulgation of new laws or +regulations, or the new interpretation of existing laws and regulations, may restrict or otherwise unfavorably impact our ability or way +to conduct business and may require us to change certain aspects of our business to ensure compliance, which could decrease demand for +our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to +additional liabilities. + + + +An active trading market for our Ordinary Shares +may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly. + + + +We cannot assure you that a liquid +public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following +the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public +offering price for our Ordinary Shares in this offering was determined by negotiation between us and the representative of the underwriter +based on several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this offering will not decline +below the public offering price. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their +Ordinary Shares. + + + +We may not maintain the listing of our Ordinary +Shares on the Nasdaq Capital Market, which could limit investors ability to make transactions in our Ordinary Shares and subject +us to additional trading restrictions. + + + +We intend to list our Ordinary +Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares on the Nasdaq Capital Market, +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 shares will continue to be listed on Nasdaq in the future. + + + +If Nasdaq delists our Ordinary +Shares and we are unable to list our shares on another national securities exchange, we expect that our shares could be quoted on an over-the-counter +market in the United States. If this were to occur, we could face significant material adverse consequences, including: + + + + + + + a limited availability of market quotations for our Ordinary Shares; + + + + + + + + + + reduced liquidity for our Ordinary Shares; + + + + + + + + + + a determination that our Ordinary Shares are "penny stock," which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; + + + + + + + + + + a limited amount of news and analyst coverage; and + + + + + + + + + + a decreased ability to issue additional securities or obtain additional financing in the future. + + + + +As long as our Ordinary Shares +are listed on Nasdaq, U.S. federal law prevents or preempts states from regulating their sale. However, the law does allow states to investigate +companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then states can regulate or bar their sale. +Further, if we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares. + + + + 35 + + + + + + + +Nasdaq may apply additional +and more stringent criteria for our continued listing. + + + +Nasdaq Listing Rule 5101 provides +Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion +to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or +suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued +listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated +criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing +or to apply additional and more stringent criteria in the instances, including but not limited to (i) where a company engaged an auditor +that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient +resources, geographic reach, or experience to adequately perform the company s audit; (ii) where a company planned a small public +offering, which would result in insiders holding a large portion of the company s listed securities; (iii) where the company did +not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board +of directors or management; and (iv) where Nasdaq is concerned that an offering size is insufficient to establish the company s +initial valuation, and there would not be sufficient liquidity to support a public market for the company; For the any aforementioned +concerns, we may be subject to the additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay +or even denial of our listing application for our Ordinary Shares. + + + +Our stock price may be volatile, and the value +of our Ordinary Shares may decline. + + + +We cannot predict the prices at +which our Ordinary Shares will trade. The initial public offering price of our Ordinary Shares will be determined by negotiations between +us and the underwriters and may not bear any relationship to the market price at which our Ordinary Shares will trade after this offering +or to any other established criteria of the value of our business and prospects, and the market price of our Ordinary Shares following +this offering may fluctuate substantially and may be lower than the initial public offering price. In addition, the trading price of our +Ordinary Shares following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, +some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Ordinary Shares +as you might be unable to sell your Ordinary Shares at or above the price you paid in this offering. + + + +The stock market has recently +experienced extreme price and volume fluctuations. Broad market and industry fluctuations, as well as general economic, political, regulatory +and market conditions, may also negatively impact the market price of our Ordinary Shares. Price volatility may be greater if the public +float and trading volume of shares of our Ordinary Shares is low. Furthermore, in the past, companies that have experienced volatility +in the market price of their securities have been subject to securities class-action litigation following periods of volatility in the +market price of their securities. We may be the target of this type of litigation in the future, which could result in substantial costs, +divert management s attention and resources, and harm our business, financial condition, and results of operations. + + + +Certain recent initial public offerings of companies +with smaller public floats have experienced extreme stock price and volume fluctuations seemingly unrelated to company performance. Such +volatility, if occurs to us, may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. + + + +Certain recent instances of extreme +stock price and volume fluctuations have been seemingly unrelated to company performance following a number of recent initial public offerings, +particularly among companies with relatively smaller public floats, and we expect that such instances may continue and/or increase in +the future. We anticipate that the trading price of our Ordinary Shares following this offering is likely to be volatile, and our Ordinary +Shares may be subject to rapid and substantial price volatility. Such volatility, including any stock run-ups, may be unrelated or disproportionate +to our actual or expected operating performance and financial condition or prospects and may distort the market perception of our Ordinary +Shares, price and our company s financial performance and public image, negatively affect the long-term liquidity of our Ordinary +Shares, regardless of our actual or expected operating performance. If we encounter such volatility, it will likely make it difficult +and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof. + + + +We also anticipate that our Ordinary +Shares are likely to be more sporadically and thinly traded than that of larger, more established companies with larger public floats. +As a consequence of this lack of liquidity, the trade of relatively small quantities of Ordinary Shares by our stockholders may disproportionately +influence the price of those shares in either direction. The price of our Ordinary Shares could, for example, decline precipitously in +the event that a large number of our Ordinary Shares are sold on the market without commensurate demand as compared to a larger, more +established issuer that could better absorb those sales without adverse impact on its stock price. + + + + 36 + + + + + + + +If securities or industry analysts do not publish +research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Ordinary Shares +could decline. + + + +The market price and trading volume +of our Ordinary Shares following the completion of this offering will be heavily influenced by the way analysts interpret our financial +information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or +if industry analysts cease coverage of us, our Ordinary Share price could be negatively affected. If securities or industry analysts do +not publish research or reports about our business, downgrade our Ordinary Shares, or publish negative reports about our business, our +Ordinary Share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, +demand for our Ordinary Shares could decrease, which might cause our Ordinary Share price to decline and could decrease the trading volume +of our Ordinary Shares. + + + +Because we do not expect to pay dividends in +the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment. + + + +We currently intend +to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. +As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in +our Ordinary Shares as a source for any future dividend income. Our Board of Directors has complete discretion as to whether to distribute +dividends, subject to certain requirements of Hong Kong 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 as determined by our Board of Directors. Accordingly, the return on your investment in our +Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our +Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not +realize a return on your investment in our Ordinary Shares, and you may even lose your entire investment. + + + +Because our public offering price per share +is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution. + + + +If you purchase Ordinary +Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As a result, you will experience +immediate and substantial dilution of US$4.74 per share, representing the difference between our as adjusted net tangible book +value per share of US$1.04 as of March 31, 2025, after giving effect to the net proceeds to us from this offering, assuming +no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering +price of US$6.00 per share, which is the mid-point of the public offering price range. See "Dilution" for a more complete +description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering. + + + +As a company incorporated in the BVI, we are +permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital +Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we +complied fully with Nasdaq Capital Market corporate governance listing standards. + + + +As a foreign private issuer that +has applied to list our Ordinary Shares on the Nasdaq Capital Market, we rely on a provision in the Nasdaq Capital Market corporate governance +listing standards that allows us to follow BVI law with regard to certain aspects of corporate governance. This allows us to follow certain +corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies +listed on the Nasdaq Capital Market. + + + +For example, we are exempt from +Nasdaq Capital Market regulations that require a listed U.S. company to: + + + + + + + have a majority of the board of directors consist of independent directors; + + + + + + + + + + require non-management directors to meet on a regular basis without management present; + + + + + + + + + + have an independent compensation committee; + + + + + + + + + + have an independent nominating committee; and + + + + + + + + + + seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of the book or market value of the shares. + + + + + 37 + + + + + + + +As a foreign private issuer, we +are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions +of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq Capital Market. Therefore, we intend to +have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance +with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional +Nasdaq Capital Market corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum +of three members and to affirmatively determine that all members are "independent," using more stringent criteria than those +applicable to us as a foreign private issuer. + + + +Further, because we are a foreign +private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States +that are applicable to U.S. domestic issuers, including: + + + + + + + the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; + + + + + + + + + + the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; + + + + + + + + + + the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and + + + + + + + + + + the selective disclosure rules by issuers of material non-public information under Regulation FD. + + + + +We will be required to file an +annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results +on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. 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 to us. + + + +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, and, accordingly, the next determination will be made with respect to us on September 30, 2024. +In the future, we would lose our foreign private issuer status if: (i) more than 50% of our outstanding voting securities are owned by +U.S. residents; and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional +requirements necessary to avoid the 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 would also have to comply with U.S. federal proxy requirements, and +our officers, directors and 10% shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section +16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements +under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional +legal, accounting, and other expenses that we do not incur as a foreign private issuer. + + + +We will incur significantly increased costs +and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market. + + + +We will incur additional legal, +accounting, and other expenses as a public reporting 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 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. + + + + 38 + + + + + + + +In addition, changing laws, regulations +and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and +financial compliance costs, and making 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. + + + +As the rights of a shareholder under BVI law +differ from those under U.S. law, you may have fewer protections than you would as a shareholder of a U.S. corporation. + + + +Our corporate affairs are governed +by our memorandum and articles of association, as amended, and restated from time to time, the BVI Act, and the common law of the BVI. +The rights of shareholders to take legal action against our directors, action by minority shareholders and the fiduciary responsibilities +of our directors and officers under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived +in part from comparatively limited judicial precedent in the BVI as well as from the English common law and the wider Commonwealth, which +has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of +our directors under BVI law are largely codified in the BVI Act but are potentially not as clearly established as they would be under +statutes or judicial precedents in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities +laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies +of corporate law. + + + +Therefore, you may have more difficulty +protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would +as a shareholder of a corporation incorporated in the United States. + + + +Shareholders of BVI companies may not be able +to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests. + + + +Shareholders of BVI +companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of +a BVI company could however, under certain circumstances, bring a derivative action in the BVI courts, and there is a clear statutory +right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, +and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI +company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have +fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize +or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose +liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are +penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the +BVI would treat a final and conclusive monetary judgment for a definitive sum obtained against us in the U.S. federal or state courts +as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary provided that +(a) such U.S. federal or state courts had jurisdiction in the matter and we either submitted to such jurisdiction or was resident or +carrying on business within such jurisdiction and was duly served with process, (b) the judgment given by such U.S. federal or state +courts was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations, (c) in obtaining judgment there was no +fraud on the part of the person in whose favor judgment was given or on the part of such U.S. federal or state courts, (d) recognition +or enforcement in the BVI would not be contrary to public policy, and (e) the proceedings pursuant to which judgment was obtained were +not contrary to the principles of natural justice. + + + +BVI laws may provide less protection for minority +shareholders than those under U.S. law, and therefore minority shareholders who are dissatisfied with the conduct of our affairs may not +have the same options as to recourse in comparison to the shareholders of a U.S. corporation. + + + +Under the laws of +the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies +available under common law (in tort or contractual remedies). The principal protection under the BVI Act is that shareholders may bring +an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are +entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of +the company. A shareholder may also bring an action under the BVI Act if he feels that the affairs of the company have been or will be +carried out in a manner that is oppressive, unfairly discriminatory, or unfairly prejudicial to him. Under the BVI Act, a shareholder +is also able to bring an action against the company for a breach of a duty owed by the company to a shareholder in his capacity as a +shareholder. Generally, any other claims against a company by its shareholders must be based on the general laws of contract or +tort applicable in the BVI or their individual rights as shareholders as established by the company s memorandum and articles of +association. + + + +As a result of all of the above, +our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members +of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. + + + + 39 + + + + + + + +You may experience difficulties in effecting +service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus +based on foreign laws. + + + +We are a company incorporated +under the laws of the BVI, we conduct our operations in Hong Kong, and a substantial portion of our assets are located in Hong Kong. In +addition, certain senior executive officers reside in Hong Kong. As a result, it may be difficult for our shareholders to effect service +of process upon us or those persons inside Hong Kong. In addition, Hong Kong does not have treaties providing for the reciprocal recognition +and enforcement of judgments of courts with the BVI and many other countries and regions. Therefore, recognition and enforcement in Hong +Kong of judgments of a court in any of these non-PRC or Hong Kong jurisdictions in relation to any matter not subject to a binding arbitration +provision may be difficult or impossible. + + + +Shareholder claims that are common +in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or +practicality in Hong Kong. According to Article 177 of the PRC Securities Law which took effect in March 2020, no overseas securities +regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, +without the consent of the competent PRC or Hong Kong securities regulators and relevant authorities, no organization or individual may +provide the documents and materials relating to securities business activities to overseas parties. + + + +Investors may have difficulty enforcing judgments +against us, our directors and management. + + + +We are incorporated under the laws +of the BVI, and all of our directors and officers reside outside the United States. Moreover, many of these persons do not have significant +assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon +these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions +of the U.S. federal securities laws. + + + +There is uncertainty as to whether +the BVI courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated +upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original +actions brought in the BVI to impose liabilities against us or our directors or officers predicated upon the civil provisions of the federal +securities laws of the United States or any state in the United States. + + + +There is uncertainty as to whether +the courts of Hong Kong would: (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers +predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) +entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United +States or any state in the United States. + + + +A judgment of a court +in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an +action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the +foreign judgment, provided that the foreign judgment, among other things, is: (i) for a debt or a definite sum of money (not being taxes +or similar charges to a foreign government taxing authority or a fine or other penalty); and (ii) final and conclusive on the merits +of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; +(b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary +to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in +conflict with a prior Hong Kong judgment; or (f) the judgment was not rendered between the same parties or their privies on an identical +issue. + + + +Hong Kong has no arrangement for +the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, +in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the +federal securities laws of the United States or the securities laws of any State or territory within the United States. + + + + 40 + + + + + + + +Our Ordinary Shares may be subject to rapid +and substantial price volatility unrelated to our performance, which could result in substantial losses to investors. + + + +Our Ordinary Shares may be subject +to rapid and substantial price volatility and their trading price could fluctuate widely due to factors beyond our control. Upon the consummation +of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated +ownership of our Ordinary Shares among our executive officers and directors. As a result of our small public float, our Ordinary Shares +may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. This may also happen +because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business +operations located mainly in the PRC or Hong Kong that may have listed their securities in the United States. In addition to market and +industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Subsidiaries +operations, including the following: + + + + + + + fluctuations in our Subsidiaries revenues, earnings, and cash flow; + + + + + + + + + + changes in financial estimates by securities analysts; + + + + + + + + + + additions or departures of key personnel; + + + + + + + + release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and + + + + + + + + + + potential litigation or regulatory investigations. + + + + +Any of these factors may result +in significant and sudden changes in the volume and price at which our shares will trade. + + + +In addition, the stock price of +a number of companies involved in initial public offerings, particularly among companies with relatively smaller public floats, has experienced +extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. +Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance +and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. +This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market +price of our Ordinary Shares after this offering does not exceed the initial public offering price, you may not realize any return on +your investment in us and may lose some or all of your investment. + + + +Furthermore, in the past, shareholders +of public companies have often brought securities class action suits against those 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. + + + +If we are classified as a passive foreign investment +company, United States taxpayers who own our securities may have adverse United States federal income tax consequences. + + + +We are a non-U.S. corporation +and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such +year, either + + + + + + + At least 75% of our gross income for the year is passive income; or + + + + + + + + + + The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%. + + + + +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. + + + + 41 + + + + + + + +It is possible that, for our current +taxable year or for any subsequent year, 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 consolidate their operating results in our consolidated 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." + + + +We are an emerging growth company within the +meaning of the Securities Act and may take advantage of certain reduced reporting requirements. + + + +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 early 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. + + + +If securities or industry analysts do not publish +research or reports about our business and the business of our Subsidiaries, or if they adversely change their recommendations regarding +our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline. + + + +The trading market for our Ordinary +Shares will be influenced by research or reports that industry or securities analysts publish about our business and the business of our +g Subsidiaries. If one or more analysts downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. +If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial +markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline. + + + + 42 + + + + + + + +The sale or availability for sale of substantial +amounts of our Ordinary Shares could adversely affect their market price. + + + +Sales of substantial +amounts of our Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, +could adversely affect the market price of our Ordinary Shares, and could materially impair our ability to raise capital through equity +offerings in the future. Prior to the sale of our Ordinary Shares in this offering, we have 10,000,000 Ordinary Shares issued and outstanding. +The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, +and Ordinary Shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions +in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 12,500,000 Ordinary Shares outstanding +immediately after this offering. In connection with this offering, our directors and officers named in the section "Management" +and certain shareholders have agreed not to sell any Ordinary Shares until 180 days after the date of this prospectus without the prior +written consent of the representative of the underwriters, subject to certain exceptions including with respect to the Ordinary Shares +being sold by the Selling Shareholder pursuant to the registration statement that this prospectus forms a part of. However, the representative +of the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales +of securities held by our Controlling Shareholder or any other shareholder or the availability of these securities for future sale will +have on the market price of our Ordinary Shares. See "Shares Eligible for Future Sale" and "Underwriting" on +page 110 and 115, respectively, of this prospectus for a more detailed description of the restrictions on selling our Ordinary Shares +after the offering. + + + +Short selling may drive down the market price +of our Ordinary Shares. + + + +Short selling is the practice +of selling shares that the seller does not own but rather has borrowed from a third- party with the intention of buying identical shares +back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale +of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received +in the sale. As 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 short attacks have, in the past, led +to the 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 such short seller attacks, 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. + + + +You must rely on the judgment of our management +as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price. + + + +We currently intend +to use the net proceeds from this offering as follows: (i) approximately 20% for technology development; (ii) approximately 20% for sustainability +initiatives; (iii) approximately 15% for retail stores and online expansion; (iv) approximately 15% for market expansion; (v) approximately +10% for international marketing campaigns; (vi) approximately 10% for staff training and development; and (vii) approximately 10% for +general working capital. Holders of our Unsecured Subordinated Convertible Promissory Notes ("Notes") have the right to demand +redemption at the closing of this offering and if all Notes are redeemed our Gross Proceeds will be reduced by US$1,850,000 and +accordingly each intended use of proceeds will be proportionally reduced. See "Use of Proceeds" on page 46 of this +prospectus". + + + +The statement by the SEC regarding proposed +rule changes submitted by Nasdaq and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and +more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business +operations, share price and reputation. + + + +U.S. public companies that have +substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism, and negative +publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative +publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, +inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. + + + +On December 7, 2018, the SEC and +the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement +audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William +D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies +based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including +the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets +and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, +in emerging markets generally. + + + + 43 + + + + + + + +On May 20, 2020, the U.S. Senate +passed the Holding Foreign Companies Accountable Act (the "HFCA") requiring a foreign company to certify it is not owned or +controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject +to PCAOB inspection. If the PCAOB is unable to inspect the company s auditors for three consecutive years, the issuer s securities +are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies +Accountable Act. + + + +On May 21, 2021, Nasdaq filed +three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a "Restrictive +Market," (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market, and only permit them to list +on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing and (iii) apply additional and more stringent criteria +to an applicant or listed company based on the qualifications of the company s auditors. + + + +As more stringent criteria may +be imposed, including the HFCA, which became law in December 2020, our Ordinary Shares may be prohibited from trading if our auditor cannot +be fully inspected. The PCAOB issued a Determination Report on December 16, 2021 (the "Determination Report"), which found +that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China +of the People s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a +Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. + + + +On December 15, 2022, the PCAOB +announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland +China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary. + + + +The HFCAA prohibits foreign companies +from listing their securities on U.S. exchanges if the company s auditor has been unavailable for PCAOB inspection or investigation +for three consecutive years and, as a result, an exchange may determine to delist our Ordinary Shares. In June 2021, the Senate passed +the AHFCAA which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive +years instead of three years. In the event that the HFCAA is amended to prohibit an issuer s securities from trading on any U.S. +stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time +before our Ordinary Shares may be prohibited from trading or delisted from an exchange. + + + +As a result of this scrutiny, +criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some +cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and +are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism +and negative publicity will have on us, our offering, business, and our Ordinary Share price. If we become the subject of any unfavorable +allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such +allegations and/or defend our company. This situation will be costly and time consuming and distract our management from furthering our +growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain +a significant decline in the value of our Ordinary Shares. + + + + 44 + + + + + + + +ENFORCEABILITY OF CIVIL +LIABILITIES + + + +We are +incorporated under the laws of the BVI with limited liability. We are incorporated in the BVI because of certain benefits associated with +being a BVI company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign +exchange control or currency restrictions and the availability of professional and support services. However, the BVI has a less developed +body of securities laws as compared to the United States and provides less protection for investors. In addition, BVI companies may not +have standing to sue before the U.S. federal courts. + + + +Our Subsidiaries current +operations are conducted outside of the United States, and the majority of our current assets are located outside of the United States, +with the majority of our and our Subsidiaries operations and current assets being located in Hong Kong. In addition, our auditors +are located in Hong Kong, and our senior executive officers are located either in Hong Kong or are Hong Kong citizens. As a result, it +may be difficult for our shareholders to effect service of process upon us or those persons. In addition, Hong Kong does not have treaties +providing for the reciprocal recognition and enforcement of judgments of courts within the BVI. Therefore, recognition and enforcement +in Hong Kong of judgments of a court in non-PRC or Hong Kong jurisdictions in relation to any matter not subject to a binding arbitration +provision may be difficult or impossible. + + + +Shareholder claims that are common +in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or +practicality in Hong Kong. According to Article 177 of the PRC Securities Law, which took effect in March 2020, no overseas securities +regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, +without the consent of the competent PRC or Hong Kong securities regulators and relevant authorities, no organization or individual may +provide the documents and materials relating to securities business activities to overseas parties. + + + +We have +appointed Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 as our agent upon whom process may be served +in any action brought against us under the securities laws of the United States. + + + +BVI + + + +Harney Westwood & Riegels, +our counsel to the laws of the BVI has advised us that there is uncertainty as to whether the courts of the BVI would (i) recognize or +enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions +of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the BVI to +impose liabilities against us or our directors or officers predicated upon the civil provisions of the federal securities laws of the +United States or any state in the United States. + + + +We have been advised +by Harney Westwood & Riegels that the United States and the BVI do not have a treaty providing for reciprocal recognition and enforcement +of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered +by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities +laws, would not be automatically enforceable in the BVI. We have also been advised by Harney Westwood & Riegels that the courts of +the BVI would treat a final and conclusive monetary judgment for a definitive sum obtained against us in the U.S. federal or state courts +as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary provided that +(a) such U.S. federal or state courts had jurisdiction in the matter and we either submitted to such jurisdiction or was resident or +carrying on business within such jurisdiction and was duly served with process, (b) the judgment given by such U.S. federal or state +courts was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations, (c) in obtaining judgment there was no +fraud on the part of the person in whose favor judgment was given or on the part of such U.S. federal or state courts, (d) recognition +or enforcement in the BVI would not be contrary to public policy, and (e) the proceedings pursuant to which judgment was obtained were +not contrary to the principles of natural justice. + + + +Hong Kong + + + +Cheung & Choy, +our counsel as to Hong Kong law, has advised us that there is currently no arrangement providing for the reciprocal enforcement of judgements +between Hong Kong and the United States, as such judgments of United States courts will not be directly enforced in Hong Kong. However, +under common law, a foreign judgment (including one from federal or state court in the United States) obtained against the Company may +generally be treated by the courts of Hong Kong as a cause of action in itself and sued upon as a debt between the parties. In a common +law action for enforcement of a foreign judgment, the judgment creditor has to prove that (a) the judgment is in personam; (b) the judgment +is in the nature of a monetary award; (c) the judgment is final and conclusive on the merits and has not been stayed or satisfied in +full; and (d) the judgement is from a court of competent jurisdiction; and (e) the judgment is between the same parties or their privies +on an identical issue. The defenses available to the defendant in a common law action for enforcement of a foreign judgment include +breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgement at common law, +fresh proceedings must be initiated in Hong Kong, which involves issuing a Writ of Summons and Statement of Claim attaching the foreign +judgment as proof of the debt. + + + +There +is uncertainty as to whether the courts of Hong Kong would: (i) recognize or enforce judgments of United States courts obtained against +us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state +in the United States; or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon +the securities laws of the United States or any state in the United States. + + + + 45 + + + + + + + +A judgment of a court +in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an +action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the +foreign judgment, provided that the foreign judgment, among other things, is: (i) for a debt or a definite sum of money (not being taxes +or similar charges to a foreign government taxing authority or a fine or other penalty); and (ii) final and conclusive on the merits +of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; +(b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary +to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in +conflict with a prior Hong Kong judgment; or (f) the judgment was not rendered between the same parties or their privies on an identical +issue. + + + +Hong Kong has no arrangement for +the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, +in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the +federal securities laws of the United States or the securities laws of any State or territory within the United States. + + + +USE +OF PROCEEDS + + + +If +the underwriter does not exercise its over-allotment option, we expect to receive approximately US$10,574,598 of net proceeds +from this offering, based on an assumed price to the public in this offering of $6.00 per share, which is the midpoint of the estimated +initial public offering per share set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions +of US$1,050,000, a non-accountable expense allowance to the underwriter of US$150,000 and estimated offering expenses of +approximately US$3,225,402 payable by us. If the underwriter exercises its over-allotment option in full, we expect to receive +approximately US$12,644,598 of net proceeds from this offering after deducting underwriting discounts and commissions of US$1,207,500, +a non-accountable expense allowance to the underwriter of US$172,500 and estimated offering expenses of approximately US$3,225,402. + + + +We +currently intend to use the net proceeds received from this offering primarily as follows: + + + + + + + approximately + 20 % of the net proceeds for technology development; + + + + + + + + + + approximately + 20% of the net proceeds for sustainability initiatives; + + + + + + + + + + approximately + 15% of the net proceeds for retail stores and online expansion; + + + + + + + + + + approximately + 15% of the net proceeds for market expansion; + + + + + + + + + + approximately + 10% for international marketing campaigns + + + + + + + + + + approximately + 10% for staff training and development; + + + + + + + + + + approximately + 7% for general working capital; and + + + + + + + + approximately 3% for consulting services. + (1) + + + + + +Holders +of our Unsecured Subordinated Convertible Promissory Notes ("Notes") have the right to demand redemption at the closing of +this offering and if all Notes are redeemed our Gross Proceeds will be reduced by US$1,850,000 and accordingly each intended use +of proceeds will be proportionally reduced. + + + +The +foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds +of this offering. Management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. To +the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our +net proceeds in short-term, interest-bearing bank deposits or debt instruments. + + + +(1)See + "Management – Consulting Agreements" and "Expenses of the Offering" + + + + + +CAPITALIZATION + + + +The +following table sets forth our capitalization as of March 31, 2025: + + + + + + + on + an actual basis; and + + + + + + + + + + on + a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 2,500,000 Ordinary Shares by us in this + offering assuming an initial offering price of US$6.00 per Ordinary Share, which is the mid-point of the initial public offering + price range set forth on the cover page of this prospectus, assuming the underwriters do not exercise the over-allotment option; + and (iii) the issuance and sale of 2,875,000 Ordinary Shares by us in this offering assuming an initial offering price of + US$6.00 per Ordinary Share, which is the mid-point of the initial public offering price range set forth on the cover page + of this prospectus, assuming the underwriters exercise the over-allotment option in full, after deducting underwriting discounts + and commissions, a non-accountable expense allowance and estimated offering expenses payable by us. + + + + +The +pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject +to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with "Use of +Proceeds," "Selected Consolidated Financial and Other Data," "Management s Discussion and Analysis of Financial +Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. + + + + 46 + + + + + + + + + + Actual + As adjusted (1) + As adjusted (2) + + + + US$ + US$ + US$ + + + + + + + + + Indebtedness + + + + + + Short-term borrowings + 1,052,963 + 1,052,963 + 1,052,963 + + + Converted Notes + 2,049,000 + - + - + + + Shareholders Equity + + + + + + Ordinary Shares, par value US$0.0001 par value per share, 300,000,000 Ordinary Shares authorized, 10,000,000 + Ordinary Shares outstanding on an actual basis, 12,500,000 Ordinary Shares outstanding on an as adjusted basis (assuming 2,500,000 + Ordinary Shares to be issued in this offering with no exercise of over-allotment option) and 12,875,000 Ordinary Shares outstanding + on an as adjusted basis (assuming over-allotment option is exercised in full) + 1,000 + 1,250 + 1,288 + + + Subscription receivable + (1,000) + (1,000) + (1,000) + + + Additional paid-in capital + (3) + 6,145,875 + 18,982,077 + 21,052,040 + + + Statutory reserve + - + - + - + + + Retained earnings + 5,637,472 + 6,036,472 + 6,036,472 + + + Accumulated other comprehensive loss + 87,749 + 87,749 + 87,749 + + + Total Equity + 11,871,096 + 25,106,548 + 27,176,549 + + + Non-controlling interests + (83) + (83) + (83) + + + Total Capitalization + 14,972,976 + 26,159,428 + 28,229,429 + + + + + + + (1) + Assuming + no exercise of the underwriters over-allotment option but assumes that the holders of the Notes, in the principal amount of + US$1,650,000, demand redemption in full at the closing of the offering. + + + (2) + Assuming + full exercise of the underwriters over-allotment option but assumes that the holders of the Notes, in the principal amount + of US$1,650,000, demand redemption in full at the closing of the offering. + + + (3) + These + are the amounts after netting the deferred offering cost of US$763,548 as of March 31, 2025, non-accountable expense allowance equal + to 1% of the gross proceeds of this offering payable to the underwriters and additional principal repayment to one of the Notes, + if applicable. + + + + + +DIVIDENDS +AND DIVIDEND POLICY + + + +We +currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do +not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will +be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, +contractual requirements, business prospects, other factors the board of directors deems relevant, and subject to the restrictions contained +in any future financing instruments. + + + +Since +incorporation, the Company has not declared or paid any dividends or distributions, except for the interim dividend declared March 31, +2024, amounting $3,833,425, of which US$1,878,378 was due to its subsidiary Marvel and eliminated pursuant to our reorganization and +US$1,955,047 as included in the consolidated statement of changes in shareholders equity was paid to Ms. Tang Sui Wan, our Controlling +Shareholder, in the form of an offset against the related party amount due from her. There has been no transfer of assets among the +Company and its Subsidiaries, except for the transfer of intellectual properties including trademarks, patents and domain names from +Marvel to Rocksolid, our wholly-owned Subsidiaries, pursuant to our Reorganization. If we determine to pay dividends on any of our Ordinary +Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. + + + +The +declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance +with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions; +our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, +legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries +to us, and such other factors as our board of directors may deem relevant. + + + +Under +the BVI Act, a BVI company may make a dividend distribution to its shareholders if the directors are satisfied, on reasonable grounds, +that such BVI company will, immediately after the distribution, satisfy the solvency test, meaning that the value of the company s +assets exceeds its liabilities and that such company is able to pay its debts as they fall due. + + + +We +are a holding company incorporated in the BVI with no operating revenue or profit of our own. We rely on dividends paid to us by our +Subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service +any debt we may incur, and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, +the availability of dividends from our Subsidiaries. According to the BVI Act (as amended), a BVI company may make dividends distribution +to the extent that immediately after the distribution, the value of the company s assets exceeds its liabilities, and that such +company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make +a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no +tax is payable in Hong Kong in respect to dividends paid by us. + + + +Cash +dividends, if any, on our Ordinary Shares will be paid in U.S. dollars. + + + + 47 + + + + + + + +DILUTION + + + +Investors +purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible +book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the +initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary +Shares immediately after the offering. + + + +Historical +net tangible book value per share represents our total tangible assets (total assets excluding goodwill, right-of-use assets, deferred +offering costs, and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. As of +March 31, 2025, our historical net tangible book value was US$2,179,783 or US$0.22 per share. After giving effect to the sale of Ordinary +Shares in this offering by the Company assuming an initial offering price of US$6.00 per Ordinary Share, which is the mid-point +of the initial public offering price range set forth on the cover page of this prospectus, after deducting US$1,050,000 in underwriting +discounts and commissions (assuming 2,500,000 Ordinary Shares to be issued in this offering with no exercise of over-allotment option), +a non-accountable expense allowance to the underwriter of US$150,000 and estimated offering expenses payable by the Company of +approximately US$1,813,548, the pro forma as adjusted net tangible book value as of March 31, 2025 would have been approximately +US$15,779,783 or US$1.26 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible +book value of US$1.04 per Ordinary Share to our existing stockholders and an immediate dilution of US$4.74 per share to +new investors purchasing Ordinary Shares in this offering. If the over-allotment is exercised in full, the pro forma as adjusted net +tangible book value as of March 31, 2025 would have been approximately US$17,849,783, or US$1.39 per Ordinary Share. This +represents an immediate increase in pro forma as adjusted net tangible book value of US$1.17 per Ordinary Share to our existing +stockholders and an immediate dilution of US$4.61 per share to new investors purchasing Ordinary Shares in this offering. + + + +The +following table illustrates this dilution on a per Ordinary Share basis to new investors. + + + + + + No exercise of Over-allotment Option (1) (3) + Full Exercise of Over-allotment Option (2) (3) + + + Initial public offering price per Ordinary Share + $6.00 + $6.00 + + + Historical net tangible book value per Ordinary Share as of March 31, 2025 + $0.22 + $0.22 + + + Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this offering + $1.04 + $1.17 + + + Pro forma net tangible book value per Ordinary Share after giving effect to this offering + $1.26 + $1.39 + + + Dilution per share to new investors participating in this offering + $4.74 + $4.61 + + + + + + + (1) + Assumes + gross proceeds from the offering of 2,500,000 Ordinary Shares and assumes that the underwriter s over-allotment option + has not been exercised. + + + (2) + Assumes + gross proceeds from the offering of 2,500,000 Ordinary Shares and assumes that the underwriter s over-allotment option + has been exercised in full. + + + (3) + Assumes + that none of the Notes are converted into Ordinary Shares. + + + + +The +following table illustrates this dilution on a per Ordinary Share basis to new investors assuming that all of the Notes are converted +into 308,333 Ordinary Shares under Mandatory Conversion. + + + + + + No exercise of Over-allotment Option (1) (3) + Full Exercise of Over-allotment Option (2) (3) + + + Initial public offering price per Ordinary Share + $6.00 + $6.00 + + + Historical net tangible book value per Ordinary Share as of March 31, 2025 + $0.22 + $0.22 + + + Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this offering + $1.16 + $1.27 + + + Pro forma net tangible book value per Ordinary Share after giving effect to this offering + $1.38 + $1.49 + + + Dilution per share to new investors participating in this offering + $4.62 + $4.51 + + + + + + + (1) + Assumes + gross proceeds from the offering of 2,500,000 Ordinary Shares and assumes that the underwriter s over-allotment option + has not been exercised. + + + (2) + Assumes + gross proceeds from the offering of 2,500,000 Ordinary Shares and assumes that the underwriter s over-allotment option + has been exercised in full. + + + + +The +following table sets forth the number of Ordinary Shares owned, the total amount paid and the average price per Ordinary Share paid by +(i) existing shareholders excluding Ms. Tang prior to this offering, (ii) the Notes, and (iii) investors purchasing +Ordinary Shares in this offering, before deducting the estimated discounts to the underwriters and the estimated offering expenses payable +by the Company. + + + + + + Shares + purchased + Total + consideration + Average + price per + + + + Number + Percent(1)(2) + Amount + (US$) + + Percent + share + (US$) + + + + Existing shareholders excluding Ms. Tang + 2,103,250 + 42.82% + $210 + 0.00% + $0.0001 + + + The Notes (1) + 308,333(2) + 6.28% + $1,650,000 + 9.91% + $5.3514 + + + New Investors from Public Offering + 2,500,000(2) + 50.90% + $15,000,000(2) + 90.09%(2) + $6.0000 + + + + + + + + + + + Total + 4,911,583(3) + 100.00%(3) + $16,650,210 + 100.00% + $3.3900 + + + + + + + (1) + + Represents + the percent ownership after this offering. Prior to the offering, the Notes own an aggregate of 2.99% of the outstanding Ordinary + Shares of the Company which assumes issuance of 308,333 Ordinary Shares upon full the conversion of the Notes. + + + (2) + + Assumes + no exercise of the over-allotment option by the underwriters. + + + (3) + + The + remaining 7,896,750 Ordinary Shares, or 61.65% of the outstanding Ordinary Shares following this offering, are beneficially + owned by Ms. Tang, our CEO. The Company s current business and financial position are the direct result of Ms. Tang s + investment of time, money and labor over approximately the last 15 years, the value of which cannot be accurately calculated. + + + + + + 48 + + + + + + + +SELECTED +CONSOLIDATED FINANCIAL AND OTHER DATA + + + +The +following summarizes the combined statements of operations and comprehensive income for the years ended March 31, 2025, and 2024 + and the combined balance sheets as of March 31, 2025, and 2024 have been derived from our consolidated financial statements +included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with and are qualified +by reference to "Management s Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated +financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and +presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period. + + + + RIVERSTONE LTD + +CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE +INCOME + +(In U.S. dollars, except for share and per share +data, or otherwise noted) + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + Revenues + $46,293,096 + $39,303,668 + + + Cost + of revenues + (38,690,051) + (34,887,558) + + + Gross + profit + 7,603,045 + 4,416,110 + + + + + + + + Operating + expenses: + + + + + General + and administrative expenses + (2,721,088) + (788,722) + + + Sales + and marketing expenses + (678,475) + (217,805) + + + Research + and development expenses + - + (69,709) + + + Total + operating expenses + (3,399,563) + (1,076,236) + + + Operating + income + 4,203,482 + 3,339,874 + + + + + + + + Other + (expense)/income: + + + + + Change + in fair value of convertible notes payable + (399,000) + - + + + Financial + expenses, net + (224,565) + (131,099) + + + Other + income/(expenses), net + 82,389 + (136,986) + + + Total + other expenses, net + (541,176) + (268,085) + + + + + + + + Income + before income tax expenses + 3,662,306 + 3,071,789 + + + Income + tax expenses + (650,676) + (553,006) + + + Net + income + 3,011,630 + 2,518,783 + + + Net + loss attributable to non-controlling interest + (88) + - + + + Net + income attributable to Riverstone Ltd s shareholders + 3,011,718 + 2,518,783 + + + + + + + + Other + comprehensive income: + + + + + Foreign + currency translation adjustment attributable to non-controlling interest, net of nil income taxes + 5 + - + + + Foreign + currency translation adjustment attributable to Riverstone Ltd. s shareholders, net of nil income taxes + 71,669 + 22,974 + + + Total + other comprehensive income + 71,674 + 22,974 + + + Total + comprehensive income + $3,083,304 + $2,541,757 + + + Total + comprehensive loss attributable to non-controlling interest + (83) + - + + + Total + comprehensive income attributable to Riverstone Ltd s shareholders + 3,083,387 + 2,541,757 + + + Earnings + per ordinary share + + + + + Basic + and Diluted + 0.30 + 0.25 + + + Weighted + average number of ordinary shares outstanding (1) + + + + + Basic + and Diluted + 10,000,000 + 10,000,000 + + + + + + + (1) + The + shares and per share data are presented on a retroactive basis to reflect the Reorganization. + + + + + +Supplemental +pro forma data + + + +Assuming +that the Holders of the Notes exercise the earlier redemption right or the conversion right, the effect on earnings per ordinary +share is shown as follows: + + + + + + For the years ended + + March 31, 2025 + + + + As-if + redeemed (1) + + + + Earnings per share + + + + Net income + $3,011,630 + + + Change in fair value of convertible notes payable + 399,000 + + + Additional redemption premium on convertible notes payable + (200,000) + + + Interest expense on convertible notes payable + 39,997 + + + Supplemental pro forma net income + $3,250,627 + + + + + + + Weighted average common + shares outstanding (2) + 12,500,000 + + + Supplemental pro forma net income per ordinary share + $0.26 + + + + + + + As-if + converted (3) + + + + Earnings per share + + + + Net income + $3,011,630 + + + Change in fair value of convertible notes payable + 399,000 + + + Interest expense on convertible notes payable + 39,997 + + + Supplemental pro forma net income + $3,450,627 + + + + + + + Weighted average common shares outstanding + 12,808,333 + + + Supplemental pro forma net income per ordinary share + $0.27 + + + + + + + (1) + The + related computation represents the assumed redemption by Holders of all of the Notes for $1,850,000, being the aggregate of principal amounts and redemption premium, using the cash proceeds from + the IPO and assumed impact of reduction of any related interest expense and change in fair value assuming redemption at the beginning + of the earliest period presented. + + + (2) + The + weighted average ordinary shares outstanding have been adjusted to reflect the assumption that the IPO was completed at the beginning + of the earliest period presented (April 1, 2024). The Company is offering 2,500,000 ordinary shares in the IPO (as set forth on the + cover page of the prospectus). These shares are assumed to be outstanding from April 1, 2024, for purposes of the pro forma computation. + + + (3) + The + related computation represents the assumed conversion by Holders of all of the Notes for $1,650,000 into the Company s Ordinary + Shares at the beginning of the earliest period presented. In the event of the closing of a firm commitment underwritten public offering + prior to the Maturity Date in which gross proceeds of at least $5,000,000 are raised (subject to adjustments for stock dividends, + splits, combinations, and similar events) (a QPO), the conversion price will be the greater of 66.67% or 100% of the anticipated + QPO offering price or $4.00, giving rise to a total conversion shares of 308,333. + + + + + 49 + + + + + + + +RIVERSTONE LTD + +CONSOLIDATED BALANCE SHEETS + +(In U.S. dollars, except for share and per share +data, or otherwise noted) + + + + + + + As + of March 31, + + + + + + 2025 + + + 2024 + + + + ASSETS + + + + + + + + + + + Current + assets: + + + + + + + + + + + Cash + and cash equivalents + + $ + 626,267 + + + + $ + 482,451 + + + + Restricted + cash + + + 261,355 + + + + + 259,819 + + + + Accounts + receivable, net + + + 9,551,686 + + + + + 5,634,903 + + + + Inventories + + + 61,309 + + + + + 165,077 + + + + Advances + to suppliers + + + 1,963,839 + + + + + 1,724,658 + + + + Amounts + due from related parties + + + 290,012 + + + + + 160,076 + + + + Income + tax recoverable + + + 79 + + + + + 73 + + + + Prepaid + expenses and other current assets + + + 1,728,970 + + + + + 147,352 + + + + Total + current assets + + + 14,483,517 + + + + + 8,574,409 + + + + + + + + + + + + + + + Non-current + assets: + + + + + + + + + + + Plant + and equipment, net + + + 906,638 + + + + + 278,782 + + + + Intangible + assets, net + + + 6,182,618 + + + + + 6,146,335 + + + + Right-of-use + assets, net + + + 2,745,064 + + + + + 1,809,923 + + + + Deferred + tax assets, net + + + 5,082 + + + + + 9,515 + + + + Prepaid + expenses for plant and equipment + + + 82,986 + + + + + 210,885 + + + + Deferred + offering costs + + + 763,548 + + + + + - + + + + Total + non-current assets + + + 10,685,936 + + + + + 8,455,440 + + + + Total + Assets + + $ + 25,169,453 + + + $ + 17,029,849 + + + + + + + + + + + + + + + LIABILITIES + + + + + + + + + + + Current + liabilities: + + + + + + + + + + + Short-term + borrowings + + $ + 1,052,963 + + + + $ + 1,646,653 + + + + Accounts + payable + + + 2,923,409 + + + + + 922,022 + + + + Deferred + revenue + + + 503,921 + + + + + 104,728 + + + + Amounts + due to related parties + + + 1,937,347 + + + + + 1,713,630 + + + + Lease + liabilities, current + + + 259,972 + + + + + 195,518 + + + + Income + tax payable + + + 640,544 + + + + + 538,201 + + + + Accrued + expenses and other current liabilities + + + 1,292,624 + + + + + 1,399,090 + + + + Total + current liabilities + + + 8,610,780 + + + + + 6,519,842 + + + + + + + + + + + + + + + Non-current + liabilities: + + + + + + + + + + + Lease + liabilities, non-current + + + 2,638,660 + + + + + 1,722,298 + + + + Convertible + notes payable, non-current + + + 2,049,000 + + + + + - + + + + Total + non-current liabilities + + + 4,687,660 + + + + + 1,722,298 + + + + Total + Liabilities + + $ + 13,298,440 + + + + $ + 8,242,140 + + + + + + + + + + + + + + + Commitments + and Contingencies + + + + + + + + + + + + + + + + + + + + + + Shareholders + equity + + + + + + + + + + + Ordinary Shares (US$0.0001 par value; 300,000,000 and 300,000,000 shares +authorized as of March 31, 2025 and 2024, respectively, 10,000,000 and 10,000,000 issued and outstanding as of March 31, 2025 and 2024, +respectively) * + + $ + 1,000 + + + + $ + 1,000 + + + + Subscription + receivable + + + (1,000) + + + + (1,000 + ) + + + Additional + paid-in capital + + + 6,145,875 + + + + + 6,145,875 + + + + Retained + earnings + + + 5,637,472 + + + + + 2,625,754 + + + + Accumulated + other comprehensive income + + + 87,749 + + + + + 16,080 + + + + Total + Equity attributable to the shareholders of Riverstone Ltd + + + 11,871,096 + + + + + 8,787,709 + + + + Non-controlling + interests + + + (83) + + + + - + + + + Total + Shareholders equity + + + 11,871,013 + + + + + 8,787,709 + + + + Total + Liabilities and Shareholders Equity + + $ + 25,169,453 + + + + $ + 17,029,849 + + + + + +* The shares and per share data are presented on +a retroactive basis to reflect the reorganization. + + + + 50 + + + + + + + +RIVERSTONE +LTD + +CONSOLIDATED +STATEMENTS OF CASH FLOWS + +(In +U.S. dollars, except for share and per share data, or otherwise noted) + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Cash flows from operating activities: + + + + + Net income + $3,011,630 + $2,518,783 + + + Adjustments to reconcile net income to net cash provided by/(used in) operating + activities: + + + + + Depreciation and amortization + 103,251 + 19,283 + + + Amortization of right-of-use assets + 224,524 + 164,435 + + + Provision for credit loss + 126,859 + 57,677 + + + Deferred tax expense/(benefit) + 4,482 + (9,517) + + + Change in fair value of convertible note payable + 399,000 + - + + + Changes in operating assets and liabilities: + + + + + Accounts receivable + (4,018,474) + (3,949,226) + + + Advances to suppliers + (247,764) + (1,737,460) + + + Inventories + 103,649 + (166,302) + + + Amounts due from/to related parties + 113,994 + (521,891) + + + Income tax recoverable + (6) + 40,584 + + + Prepaid expenses and other current assets + (1,173,069) + (90,944) + + + Other non-current assets + 127,550 + (212,450) + + + Accounts payable + 2,009,720 + 886,782 + + + Deferred revenue + 401,131 + 105,527 + + + Operating lease liabilities + (178,048) + (55,742) + + + Income tax payable + 98,996 + 536,773 + + + Accrued expenses and other current liabilities + (400,090) + 1,371,362 + + + Net cash provided by/(used in) operating activities + 707,335 + (1,042,326) + + + + + + + + Cash flows from investing activities: + + + + + Purchase of plant and equipment + (513,047) + (326,887) + + + Net cash used in investing activities + (513,047) + (326,887) + + + + + + + + Cash flows from financing activities: + + + + + Proceeds from short-term borrowings + 5,683,676 + 5,264,998 + + + Repayments of short-term borrowings + (6,286,089) + (4,650,227) + + + Repayment of loan from related party + (26,829) + (62,501) + + + Proceeds from convertible notes payable + 1,250,000 + - + + + Payment of deferred offering cost + (696,660) + - + + + Net cash (used in)/provided by financing activities + (75,902) + 552,270 + + + + + + + + Effect of exchange rate changes on cash and cash equivalents and restricted cash + 26,966 + 37,040 + + + + + + + + Net change in cash and cash equivalents and restricted cash + 145,352 + (779,903) + + + Cash and cash equivalents and restricted cash, at beginning + of the year + 742,270 + 1,522,173 + + + Cash and cash equivalents and restricted cash, at end of + the year + $887,622 + $742,270 + + + Reconciliation of cash and restricted cash reported within the consolidated balance + sheets + + + + + Cash and cash equivalents + $626,267 + $482,451 + + + Restricted cash + 261,355 + 259,819 + + + Cash and cash equivalents and restricted cash at the end + of the year + $887,622 + $742,270 + + + + + + + + SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: + + + + + Income tax paid + 547,199 + 73 + + + Interest paid + 110,931 + 107,475 + + + + + + + + SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: + + + + + Obtaining right-of-use assets in exchange for operating lease liabilities + 1,173,654 + 1,961,938 + + + Payable related to dividends + - + 1,955,372 + + + Shareholder contribution of the trademark + - + 6,146,896 + + + + + + 51 + + + + + + + +MANAGEMENT S +DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS + + + +The +following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated +financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, +the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could +differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences +include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and elsewhere in this prospectus. +See "Cautionary Note Regarding Forward Looking Statements." All amounts in the fiscal years ended March 31, 2025, +and 2024 are derived from our audited consolidated financial statements included elsewhere in this prospectus. +These financial statements have been prepared in accordance with U.S. GAAP. + + + +Business +Overview + + + +We +are a vertically integrated, B2B (Business to Business) and B2C (Business to Consumer), fast fashion supply chain management service +provider, combining advanced technologies and ethical practices. We represent over 15 years of experience offering our customers up-to-date, +innovative, and sustainable fast fashion products as well as a full suite of artificial intelligence ("AI") and 3D assisted +services from market trend analysis, product design and development, raw material sourcing, manufacturing, quality control, inventory +management and logistics management. Serving customers located in Australia, Mexico, the United Kingdom, and the U.S. markets, we are +a one-stop destination for producers and retailers of fast fashion apparel products. We are committed to reducing our environmental impact +through recycling, clean processes, traceable sourcing, and other eco-friendly practices and we strive for sustainable solutions to fulfil +our customers needs throughout garment production. + + + +We experienced robust growth in our net revenues, which increased from +US$39,303,668 for the year ended March 31, 2024, to US$46,293,096 for the year ended March 31, 2025. Our gross profit also increased from +US$4,416,110 in 2024 to US$7,603,045 in 2025, representing gross profit margin of 11.2% and 16.4% for the same years, respectively. + + + +Key +Factors Affecting Our Results of Operations + + + +We +believe the following key factors may affect our financial condition and results of operations: + + + + + + + our + ability to maintain our major customers; + + + + + + + + + + our + ability to develop and introduce innovative new products to meet changing consumer preferences; + + + + + + + + + + our + ability to enhance our operational efficiency; and + + + + + + + + + + our + ability to acquire sufficient parts and materials and key components from their suppliers in suitable quantity and quality. + + + + +Components +of Results of Operations + + + +Revenue + + + +Sales +of goods + + + +We +integrate professional ladies wear design, pattern making, production, processing, customization, and sales both to the international +brands and retailers. + + + +Royalty +income + + + +Our +royalty income contracts are generally structured whereby the customers sells clothes using our trademark to the purchaser and we collect +its percentage royalty based on the revenue generated. + + + + 52 + + + + + + + +Cost +of Revenues + + + +Cost +of revenues consists primarily of purchase of raw materials and finished goods, inbound freight costs, outbound freight costs associated +with shipping goods to customers, sub-contracting costs, direct and indirect labor and related benefits, and related overhead. Overhead +includes all costs related to manufacturing or sourcing goods, including costs of packing materials, depreciation of long-lived assets, +as well as related costs that are directly attributable to our principal operations. + + + +Operating +Expenses + + + +Our +operating expenses consist primarily of general and administrative expenses, sales and marketing expenses, and research and development +expenses. + + + +General +and Administrative Expenses + + + +General and administrative expenses consist primarily of (i) salary and +benefits for general and administrative personnel, (ii) professional service fee, (iii) rental fee including depreciation of right-of-use +assets and short term leases, and (iv) other corporate expenses. + + + +Sales +and Marketing Expenses + + + +Sales +and marketing expenses mainly consist of (i) salary and benefits for sales and marketing personnel, and (ii) advertising costs and market +promotion expenses. + + + +Research +and Development Expenses + + + +Research +and development expenses consist primarily of (i) salary and welfare for research and development personnel, (ii) material consumption +and (iii) other miscellaneous research and development expenses. + + + +Taxation + + + +British +Virgin Islands + + + +Riverstone and Rocksolid were incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, we are not subject +to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the British Virgin Islands. + + + +Hong +Kong + + + +Marvel, +D&J and Ka Yee were established in Hong Kong and is subject to a two-tiered profits tax rate for taxable income earned in Hong +Kong effectively since April 1, 2018. The first HKD2 million of profits earned by a company is subject to be taxed at an income tax rate +of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%. All entities with profits chargeable +to Profits Tax in Hong Kong would qualify for the two-tiered profits tax rates, except those with a connected entity which is nominated +to be chargeable at the two-tiered rates. The two-tiered profits tax rates would not apply to the taxpaying entity. The whole of the +taxpaying entity s assessable profits will be chargeable to Profits Tax at the rate of 16.5%. However, the Commissioner may apply +the two-tiered profits tax rates to one of the connected entities for a year of assessment if that entity elects the two-tiered rates. +An entity s election is effective only if no other connected entity has made an election for the same year of assessment. However, +a different connected entity may elect the two-tiered profits tax rates for a different year of assessment if all conditions are met. +For the years ended March 31, 2025, and 2024, we applied the two-tiered profits tax rates to D&J. + + + +China + + + +Generally, +D&J Ganzhou, which is considered as a PRC resident enterprise under PRC tax law, is subject to enterprise income tax on its worldwide +taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. + + + +The +State Administration of Taxation further announced that from January 1, 2021 to December 31, 2022, for the portion of taxable income +not exceeding RMB1 million, the amount of taxable income can be halved from 25% to 12.5%, and the enterprise income tax will be levied +at 20%, for small-scale and low-profit enterprises, and from January 1, 2022 to December 31, 2024, small-scale and low-profit enterprises +can enjoy a 20% enterprise income tax rate on 25% of the taxable income amount for the portion of taxable income more than RMB1 million +but not exceeding RMB3 million. In accordance with announcement of the Ministry of Finance and the State Taxation Administration [2023] +No. 6, which was effective from January 1, 2023, to December 31, 2024, preferential tax rate became 5% on taxable income below RMB1 million. +According to announcement of the Ministry of Finance and the State Taxation Administration [2023] No.12, which became effective on January +1, 2023, and until to December 31, 2027, small-scale, low profit enterprises are subject to the preferential income tax rate of 5% (only +25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%). + + + +For +the year ended March 31, 2025 and 2024, D&J Ganzhou was recognized as small-scale and low-profit enterprises. + + + +If +our holding company in the British Virgin Islands or any of our consolidated entities outside of China were deemed to be a "resident +enterprise" under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a +rate of 25%. + + + + 53 + + + + + + + +Australia + + + +WeDress +Australia incorporated in Australia is a base rate entity for the years ended March 31, 2025, and 2024, and the 25% company tax rate +applies. + + + +United +Kingdom + + + +WeDress UK was established in 2024 and incorporated in United Kingdom, +and it is subject to corporation tax at different tax rates, depending upon the profits made. For the year ended March 31, 2025, the corporation +tax rate is 19%. + + + +United +Mexican States + + + +WeDress Mexico incorporated in Mexico, which considered as a Mexican resident +enterprise and subject to corporate income tax on its worldwide taxable income. The federal corporate income tax rate is 30%. + + + +United +States + + + +WeDress +U.S. incorporated in the US is subject to U.S. federal corporate income tax at a statutory rate of 21%, and also to state corporate income +taxes, which generally range from 1% to 10% depending on the state and taxable income levels. + + + +Results +of Operations + + + +Comparison +of the Years Ended March 31, 2025, and 2024 + + + +The +following table sets forth a summary of our consolidated results of operations for the years indicated, both in absolute amounts and as percentages +of our net revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere +in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future +period. + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + + US$ + % + US$ + % + + + Revenues + 46,293,096 + 100.0 + 39,303,668 + 100.0 + + + Cost of revenues + (38,690,051) + (83.6) + (34,887,558) + (88.8) + + + Gross profit + 7,603,045 + 16.4 + 4,416,110 + 11.2 + + + Operating expenses: + + + + + + + General and administrative expenses + (2,721,088) + (5.9) + (788,722) + (2.0) + + + Sales and marketing expenses + (678,475) + (1.5) + (217,805) + (0.5) + + + Research and development expenses + - + - + (69,709) + (0.2) + + + Total operating expenses + (3,399,563) + (7.4) + (1,076,236) + (2.7) + + + Income from operations + 4,203,482 + 9.0 + 3,339,874 + 8.5 + + + Other (expenses)/income: + + + + + + + Change in fair value of convertible notes payable + (399,000) + (0.9) + - + - + + + Financial expenses, net + (224,565) + (0.5) + (131,099) + (0.3) + + + Other income/(expenses), net + 82,389 + 0.2 + (136,986) + (0.4) + + + Total other expenses, net + (541,176) + (1.2) + (268,085) + (0.7) + + + Income before income tax expenses + 3,662,306 + 7.8 + 3,071,789 + 7.8 + + + Income tax expenses + (650,676) + (1.4) + (553,006) + (1.4) + + + Net income + 3,011,630 + 6.4 + 2,518,783 + 6.4 + + + + + + 54 + + + + + + + +Revenues + + + +Our +revenues increased by 17.8% from US$39,303,668 in 2024 to US$46,293,096 in 2025. This increase was primarily due to the increase in revenue +from our sales of goods. + + + +The +following table set forth the breakdown of our revenue by categories for the years indicated: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + + US$ + US$ + + + Sales of goods + 45,005,083 + 38,114,277 + + + Royalty income + 1,288,013 + 1,189,391 + + + Total revenue + 46,293,096 + 39,303,668 + + + + + + + + + Sales + of goods. Our revenue from sales of goods increased by 18.1% from US$38,114,277 in 2024 to US$45,005,083 in 2025. The increase + was primarily driven by higher revenues from our top-5 customers of 2025, which increased by US$8,108,192 from US$14,479,820 in 2024 to + US$22,588,012 in 2025. The growth was primarily due to both a 5% increase in unit sales, from 1,921,528 units in 2024 to 2,520,552 + units in 2025, and an increase in average selling price per garment, which increased from US$8.0 in 2024 to US$9.0 in 2025. + Additionally, revenue from our Oceania region increased by US$7,431,319 from US$8,358,038 in 2024 to US$15,789,357 in 2025, + respectively, which contributed materially to our overall revenue growth. + + + + + + + + Royalty + income. Our revenue from royalty income increased by 8.3% from US$1,189,391 in 2024 to US$1,288,013 in 2025. + + + + +Cost +of Revenues + + + +Our +cost of revenues increased by 10.9% from US$34,887,558 in 2024 to US$38,690,051 in 2025, which was generally in line with the increase +in our revenue for the year. + + + +Gross +margin + + + +The +gross profit and gross profit margin in 2025 were US$7,603,045 and 16.4%, respectively, compared with US$4,416,110 and 11.2% in +2024. The increase was primarily attributed to (i) higher sales volume and (ii) cost savings from procurement, resulting from our own +manufacturing facility that allows us to more efficiently produce products that are of the higher quality and at the lower cost available. + + + +Operating +Expenses + + + +Our +operating expenses increased by 215.9% from US$1,076,236 in 2024 to US$3,399,563 in 2025. + + + + + + + General + and administrative. Our general and administrative expenses increased by 245.0% from US$788,722 +in 2024 to US$2,721,088 in 2025. The increase was primarily due to (i) an increase of US$870,184 in professional service fees, mainly +representing the professional service fees in relation to this offering, (ii) an increase in employee compensation of US$622,011, mainly +due to an increase in headcount to cope with the expansion of the business of the Group, (iii) an increase of US$109,763 in rental fee +including depreciation of right-of-use assets and short term leases, mainly due to new office lease, (iv) an increase of US$113,029 in +office expenses as a result of our business growth. + + + + + + + + Sales + and marketing. Our sales and marketing expenses increased by 211.5% from US$217,805 in +2024 to US$678,475 in 2025. This increase was primarily due to an increase in employee compensation of US$358,287, as the size of our +sales team increased to cope with the expansion of the business of the Group. + + + + + + + + Research + and development. Our research and development expenses decreased from US$69,709 in 2024 +to nil in 2025 as we did not conduct any research and development activities in 2025. + + + + +Other Income/(Expenses), net + + + +Other income, net was US$82,389 in 2025 and consisted primarily of government +grants US$72,840 and partially offset by exchange losses US$15,091. Our government grants received in cash were not contingent upon our +further actions or performance. These one-time government subsidies were related to the local government s financial support for +local businesses. We are not expecting to receive government subsidies of such an amount continuously. + + + +Other +expenses, net was US$136,986 in 2024 and consisted primarily of US$116,240 from exchange loss and US$11,083 from the donation for a local +event. + + + + 55 + + + + + + + +Change +in fair value of convertible notes payable + + + +In +2025, we recognized a US$399,000 change in fair value of convertible notes payable, which is accounted for under the fair value option +and the Unsecured Subordinated Convertible Promissory Notes ("Notes") were issued from October 2024 to March 2025 in an +aggregate principal amount of US$1,650,000, of which cash proceeds of US$1,250,000 was duly received and the remaining US$400,000 was +recorded as Notes receivable and classified under the "Prepaid expenses and other current assets" line item in the consolidated +balance sheet as of March 31, 2025. Accordingly, the total fair value of the Notes was recorded as US$2,049,000, being the sum of US$1,650,000 +principal amount and US$399,000 change in fair value, as of March 31, 2025. The fair value change was primarily caused by the increase +in the intrinsic value of some of the Notes making the value of potentially converted shares higher than at the debt issuance. + + + +Financial +Expenses, net + + + +Our +financial expenses, net was US$224,565 in 2025, compared with US$131,099 in 2024. Our financial expenses in 2025 and 2024 were primarily +interest from the short-term borrowings. + + + +Liquidity +and Capital Resources + + + +The +accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the +realization of assets and the settlement of liabilities in the normal course of business. Our principal sources of liquidity have been +cash from financing activities. We had cash and cash equivalents of US$626,267, excluding restricted cash of US$261,355 as of March 31, +2025. + + + +Based +on our current level of operations and available cash, we believe our available cash, committed funding from bank and credit facilities +will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements +and capital spending requirements at least for the next 12 months. We may, however, require additional cash resources due to changing +business conditions or other future developments, including any investments or acquisitions we may decide to selectively pursue. If our +existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked securities, sell debt +securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable +to us, if at all. The sale of additional equity securities would result in additional dilution to our shareholders. The incurrence of +indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and financial covenants +that restrict our operations and our ability to pay dividends to our shareholders. + + + +Cash +Flows and Working Capital + + + +Comparison +of the Years Ended March 31, 2025, and 2024 + + + +The +following table sets forth a summary of our cash flows for the periods indicated: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + + US$ + US$ + + + Net cash provided by/(used in) operating activities + 707,335 + (1,042,326) + + + Net cash used in investing activities + (513,047) + (326,887) + + + Net cash (used in)/provided by financing activities + (75,902) + 552,270 + + + Effect of exchange rate changes + 26,966 + 37,040 + + + Net increase /(decrease) in cash and cash equivalents and restricted cash + 145,352 + (779,903) + + + Cash and cash equivalents and restricted cash at beginning of the year + 742,270 + 1,522,173 + + + Cash and cash equivalents and restricted cash at end of the year + 887,622 + 742,270 + + + + + +Operating +Activities + + + +Net cash provided by operating activities amounted to US$707,335 in 2025, +compared to net income of US$3,011,630. The principal adjustments to reconcile our net income to our net cash provided by operating activities +were change in fair value of convertible notes payable of US$399,000, the amortization of right-of-use assets of US$224,524 and depreciation +and amortization of US$103,251. The principal change in operating assets and liabilities accounting for the difference between our net +income and our net cash provided by operating activities in 2025 were an increase in accounts payable of US$2,009,720 and partially offset +by an increase of accounts receivable of US$4,018,474 and an increase of prepaid expenses and other current assets of US$1,173,069. + + + +Net +cash used in operating activities amounted to US$1,042,326 in 2024, compared to net income of US$2,518,783. The principal adjustments +to reconcile our net income to our net cash used in operating activities were the amortization of right-of-use assets of US$164,435 and +provision for credit losses of US$57,677. The principal change in operating assets and liabilities accounting for the difference between +our net income and our net cash used in operating activities in 2024 were an increase in accounts receivable of US$3,949,226, an increase +in advances to suppliers of US$1,737,460, and an increase in amounts due from/to related parties of US$521,891, and partially offset +by an increase of accrued expenses and other current liabilities of US$1,371,362, an increase of accounts payable of US$886,782, and +an increase of income tax payable of US$536,773. + + + + 56 + + + + + + + +Investing +Activities + + + +Net +cash used in investing activities amounted to US$513,047 in 2025, due to the purchases of plant and equipment. + + + +Net +cash used in investing activities amounted to US$326,887 in 2024, due to the purchases of plant and equipment. + + + +Financing +Activities + + + +Net cash used in financing activities was US$75,902 in 2025, which primarily +comprised repayments of borrowings of US$6,286,089 and payment of deferred offering cost of US$696,660, partially offset by proceeds from +borrowings of US$5,683,676 and proceeds from convertible notes payable of US$1,250,000. + + + +Net +cash provided by financing activities was US$552,270 in 2024, which primarily comprised proceeds from borrowings of US$5,264,998, partially +offset by repayments of borrowings of US$4,650,227. + + + +Material +Cash Requirements + + + +Our +material cash requirements as of March 31, 2025, and any subsequent period primarily include our capital expenditures. + + + +Capital +Expenditures + + + +We +made capital expenditures of US$513,047 and US$326,887 in 2025 and 2024, respectively. Our capital expenditures are primarily incurred +for the purpose of acquisition of plant and equipment. We intend to fund our future capital expenditures with our existing cash balance. +We will continue to make capital expenditures to meet the expected growth of our business. + + + +Material +Contractual Obligations and Commitments + + + +The +following table sets forth our contractual obligations including interest payment, if applicable, as of March 31, 2025: + + + + + + Payments due by period + + + + Total + Within 1 year + Within 1-3 years + Within 4-5 years + Over 5 years + + + + US$ + US$ + US$ + US$ + US$ + + + Operating lease + obligations (1) + 3,476,826 + 369,740 + 711,670 + 736,808 + 1,658,608 + + + For loan repayment + 1,085,973 + 812,265 + 273,708 + - + - + + + For leasehold improvement + 34,203 + 34,203 + - + - + - + + + Total + 4,597,002 + 1,216,208 + 985,378 + 736,808 + 1,658,608 + + + + + + + + (1) + We + lease facilities and offices under non-cancelable operating lease agreements. + + + + +Critical +Accounting Policies and Estimates + + + +We +prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. +GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the +date of the financial statements and reported amounts of revenue and expenses during the reporting period. We continually evaluate these +judgments and estimates based on our own experience, knowledge and assessment of current business and other conditions, and our expectations +regarding the future based on available information and assumptions that we believe to be reasonable. Since the use of estimates is an +integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies +require a higher degree of judgment than others in their application. + + + +When +reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other +uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. +Our critical accounting policies and practices include the following: (i) Provision for credit losses; and (ii) Provision of income tax +and valuation allowance for deferred tax asset. See "Note 2 — Summary of Significant Accounting Policies" +to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve +the most significant judgments used in the preparation of our financial statements. + + + + 57 + + + + + + + +Provision for credit losses + + + +In accordance with Accounting +Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses, we evaluate its accounts receivable, amount +due from related parties, and other current receivable included in other current assets for expected credit losses on a regular basis. +We maintain an estimated provision for credit losses to reduce its receivables to the amount that it believes will be collected. We consider +factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer s payment history, +creditworthiness, current market conditions, reasonable and supportable forecasts of future economic conditions, and other specific circumstances +related to the accounts. We adjust the provision percentage periodically when there are significant differences between estimated bad +debts and actual bad debts. If there is strong evidence indicating that the receivables are likely to be unrecoverable, we also make +specific provision in the period in which a loss is determined to be probable. Receivables balances are written off after all collection +efforts have been exhausted. + + + +For the years ended March 31, +2025, and 2024, we recorded US$30,799 and US$52,249 provision for credit losses for accounts receivable, respectively. +The Group had written off US$148,581 of accounts receivable and nil for the years ended March 31, 2025 and 2024, respectively. We did +not record any provision for credit losses for other receivable for the years ended March 31, 2025 and 2024, respectively. For the years +ended March 31, 2025, and 2024, we recorded nil and US$5,419 provision for credit losses for amount due from related parties, respectively. + + + +Provision of income tax and valuation allowance +for deferred tax asset + + + +Current income taxes are +provided for in accordance with the laws of the relevant tax authorities. + + + +Deferred income taxes are +recognized when temporary differences exist between the tax basis of assets and liabilities and their reported amounts in the financial +statements and are recorded as non-current in the consolidated balance sheet. Net operating loss carry forwards and credits are applied using +enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion +of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The amount of valuation +allowances was US$91,560 and $76,543 as of March 31, 2025, and 2024, respectively. + + + +The impact of an uncertain +income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit +by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being +sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. We did not recognize +any income tax due to uncertain tax position or incur any interest and penalties related to potential underpaid income tax expenses for +the years ended for the years ended March 31, 2025, and 2024. + + + +Recent Accounting Standards + + + +We are an "emerging +growth company" ("EGC") as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). +Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting +standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do +not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting +standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements +that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended +transition period which means that when a standard is issued or revised and it has different application dates for public or private +companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised +standard. This may make comparison of our financial statements with another public company which is not an emerging growth company that +has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards +used. + + + + 58 + + + + + + + +In +December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income +tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. +This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is to be adopted +on a prospective basis with the option to apply retrospectively and is effective for public business entities, for annual periods beginning +after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning +after December 15, 2025. We are in the process of evaluation the impact of adopting this new guidance on its consolidated financial statement. + + + +In +March 2024, the FASB issued ASU 2024-02, which removes references to the Board s concepts statements from the FASB Accounting Standards +Codification (the "Codification" or ASC). The ASU is part of the Board s standing project to make "Codification +updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure +of guidance, and other minor improvements." Our management does not believe the adoption of ASU 2024-02 will have a material impact +on our consolidated financial statements and disclosures. + + + +In +November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic +220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense +categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning +after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. In January 2025, the +FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 (Expense Disaggregation Disclosures). The amendment confirms that +all public business entities must adopt ASU 2024-03 in annual periods beginning after December 15, 2026, and in interim periods beginning +after December 15, 2027, addressing ambiguity for non-calendar year-end entities. Early adoption of ASU 2024-03 remains allowed. We are +currently evaluating the impact of adopting ASU 2024-03 and ASU 2025-01. + + + +We +do not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results +of operations, cash flows or disclosures. + + + +Quantitative +and Qualitative Disclosures about Market Risks + + + +Foreign +Exchange Risk + + + +The +RMB, HKD, AUD and MXN has fluctuated against the USD, at times significantly and unpredictably during the reporting periods. The depreciation +of the RMB against the US$ was approximately 0.5% and 5.1% for the years ended March 31, 2025, and 2024, respectively. The appreciation +of the HKD against the US$ was approximately 0.6% and 0.3% for the years ended March 31, 2025 and 2024, respectively. The depreciation +of the AUD against the US$ was approximately 4.6% and 2.8% for the years ended March 31, 2025, and 2024, respectively. The depreciation +of the MXN against the US$ was approximately 23.6% for the years ended March 31, 2025, and the appreciation of the MXN against the US$ +was approximately 8.1% for the years ended March 31, 2024. It is difficult to predict how market forces or the PRC, Hong Kong, Australia, +Mexico or U.S. government policy may impact the exchange rate between the RMB, HKD, AUD, MXN and the US$ in the future. + + + +Credit +Risk + + + +Financial +instruments that potentially expose us to concentrations of credit risk consist primarily of accounts receivable. We conduct credit evaluations +of our customers and generally do not require collateral or other security from them. We evaluate our collection experience and long +outstanding balances to determine the need for an allowance for doubtful accounts. We conduct periodic reviews of the financial condition +and payment practices of our customers to minimize collection risk on accounts receivable. + + + +Interest +Rate Risk + + + +Our +exposure to interest rate risk primarily relates to the interest rate that our deposited cash can earn. Interest-earning instruments +carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase in the +applicable interest rate, however, may raise the cost of any debt we may incur in the future. + + + +Inflation +Risk + + + +We +do not believe that inflation has had a material effect on our business, financial condition, or results of operations. If our raw material +costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. +Our inability or failure to do so could harm our business, financial condition, and operating results. + + + + 59 + + + + + + + +HISTORY +AND CORPORATE STRUCTURE + + + +Overview + + + +Riverstone +Ltd, incorporated on July 3, 2024, under the laws of the BVI, is a holding company which directly owns 100% equity interest of each of +our Subsidiaries D&J, Marvel, WeDress Australia, WeDress U.S., WeDress UK, WeDress Mexico (ownership is 99%) and Rocksolid, and indirectly, +via D&J, owns 100% equity interest of D&J Ganzhou and Ka Yee. Our operating history began in 2010 when D&J was founded in +Hong Kong by Ms. Tang to provide a full range of garment supply chain services including but not limited to garment design, manufacturing, +and apparel solution services. Prior to a restructuring in 2024 these Subsidiaries were a consortium of companies providing a full range +of garment supply chain services under and still are under the common control of our Controlling Shareholder. + + + +Reorganization + + + +Effective +June 20, 2025 our Group completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate +holding structure to expand our manufacturing and sales operations and in anticipation of listing on a recognized securities market. +The Company was incorporated on July 3, 2024. The Reorganization resulted in the corporate structure as set forth in the chart below. +The primary reason for this offering and our listing on the Nasdaq Market is to allow us to raise funds to strengthen our market position +and to further expand our market share. + + + +Prior +to the Reorganization, Marvel, WeDress Australia and WeDress UK were wholly owned by Ms. Tang, D&J was owned as to 51% and 49% by +Ms. Tang and Marvel, respectively, and WeDress U.S. was wholly owned by Mr. Hart, the de facto partner of Ms. Tang. As part of the Reorganization, +Riverstone Ltd was incorporated, and each of D&J, Marvel, Rocksolid, WeDress Australia, WeDress U.S., and WeDress UK became directly +wholly owned subsidiaries of Riverstone Ltd. WeDress Mexico was incorporated on November 15, 2024, and since its incorporation +was owned as to 99% by the Company. + + + +Upon the completion of the reorganization, +the Company, is 78.97% owned by Ms. Tang, and directly owns 100% equity interest of each of D&J, Marvel, Rocksolid, +WeDress Australia, WeDress U.S., and WeDress UK, 99% of WeDress Mexico, and the Company indirectly, via D&J, owns 100% equity interest +of D&J Ganzhou and Ka Yee. We do not utilize a variable interest entity ("VIE") +structure. The following diagram illustrates our corporate structure upon completion of the reorganization. + + + + 60 + + + + + + + + + + + + (1) + Wholly + owned by Tse Po Hung Vincent, a business partner of Ms. Tang + + + + (2) + Owned + 40.08% by James Reginald Hart, our Chief Sustainability Officer and de facto partner of Ms. Tang; 39.88% by Wong Wai Hei, our Director + and Ms. Tang s son; and 20.04% by Wong Cho Yan Joan, Ms. Tang s daughter + + + + (3) + Wholly + owned by Law Man Hin, a business partner of Ms. Tang + + + + (4) + Owned + individually by eight unrelated third-party entities, none of which individually owns, directly or indirectly, more than 2.0% + of the equity interest of the Company + + + + (5) + Assuming + no exercise of the underwriter s over-allotment option and redemption in full by the holders of the Notes, in the principal + amount of US$1,650,000 + + + + +Incorporation +of Holding Companies + + + +Riverstone +Ltd + + + +Riverstone +was incorporated in the BVI on July 3, 2024 and is authorized to issue a maximum of 300,000,000 ordinary shares with a par value of US$0.0001 +per share. Riverstone is a holding company and owns all of the issued and outstanding shares of our Subsidiaries. Ms. Tang, our Chairlady +and Director, owns 78.97% of Riverstone s issued and outstanding ordinary shares. + + + +Cornerstone +Holdings Limited + + + +Cornerstone +Holdings Limited was incorporated in the BVI on September 26, 2024 and is authorized to issue a maximum of 50,000 ordinary shares +with a par value of US$1.00 per share. As of the date of this Prospectus, Cornerstone Holdings Limited owns 4.99% of the issued and outstanding +shares of the Company. Cornerstone Holdings Limited is owned 40.08% by James Reginald Hart, our Chief Sustainability Officer; 39.88% +by Wong Wai Hei, our Director, Ms. Tang s son and 20.04% by Wong Cho Yan Joan, Ms. Tang s daughter. + + + +Bedrock +Holdings Limited + + + +Bedrock +Holdings Limited was incorporated in the BVI on September 26, 2024 and is authorized to issue a maximum of 50,000 ordinary shares +with a par value of US$1.00 per share. Bedrock is owned by Law Man Hin, a business partner of Ms. Tang, and, as of the date of this prospectus, +owns 4.99% of the issued and outstanding shares of the Company. + + + +Deepmantle +Holdings Limited + + + +Deepmantle +Holdings Limited was incorporated in the BVI on October 10, 2024 and is authorized to issue a maximum of 50,000 ordinary shares with +a par value of US$1.00 per share. Deepmantle is owned by Tse Po Hung Vincent, a business partner of Ms. Tang, and, as of the date of +this prospectus, owns 4.99% of the issued and outstanding shares of the Company. + + + + 61 + + + + + + + +Our +Wholly Owned Subsidiaries + + + +Our +business and financial results are contributed by our Subsidiaries: + + + +D&J +– fashion supply chain that focuses on complete manufacturing and mechanizing of customers orders. + + + +Marvel +– together with Rocksolid holds the Company s registered trademarks, patents, and domains. + + + +Rocksolid +– together with Marvel holds the Company s registered trademarks, patents, and domains. + + + +WeDress +Australia – focused on the Pacific region and responsible for B2B wholesale sales and client relationship management, B2C E-commerce +sales, and brand and platform management. + + + +WeDress +U.S. – focused on North America and responsible for B2B wholesale sales and client relationship management, B2C E-commerce +sales, and brand and platform management. + + + +WeDress +UK – focused on the United Kingdom and Europe and responsible for B2B wholesale sales and client relationship management, B2C +E-commerce sales, and brand and platform management. + + + +WeDress +Mexico – (owned 99% by the Company) focused on Mexico and Central and South America and responsible for B2B wholesale sales +and client relationship management, B2C E-commerce sales, and brand platform management. + + + +D&J +Ganzhou – responsible for the manufacturing and production of individual customers and D&J s orders. + + + +Ka +Yee – responsible for logistics between the PRC and Hong Kong and serves as the recipient for payments received in the PRC +from the Alibaba International Platform. + + + +OUR +INDUSTRY + + + +This +section contains information from the Market Study Report commissioned by us and prepared by Frost & Sullivan, to provide information +regarding the fast fashion supply chain management services industry. + + + +Definition +of fast fashion supply chain management services + + + +Fast +fashion supply chain management services refer to the comprehensive suite of operations and processes that enable rapid design, production, +and delivery of trendy clothing and accessories to meet the ever-changing demands of the fashion retail market. These services encompass +a range of activities from initial concept and design to final product delivery, with a focus on speed, efficiency, and cost-effectiveness. +In the fast-paced world of fashion retail, where consumer trends can shift rapidly, these services play a crucial role in helping retailers +stay competitive. Fast fashion supply chain management providers typically offer an integrated approach, combining design expertise, +sourcing capabilities, manufacturing prowess, and logistics management to dramatically reduce the time it takes for a garment to move +from concept to consumer. + + + +Key +components of fast fashion supply chain management services + + + +Trend +analysis and design conceptualization - Rapidly identifying emerging fashion trends and translating them into marketable designs. + + + +Technical +design and specification development - Creating detailed technical packs with precise specifications for each garment to ensure accurate +production. + + + +Material +sourcing and management - Identifying, selecting, and procuring appropriate fabrics and trims, often with a focus on cost-effectiveness +and quick availability. + + + +Sample +creation and approval processes - Producing physical or 3D digital samples for client approval, allowing for quick iterations and +adjustments. + + + +Rapid +production and manufacturing - Utilizing efficient manufacturing processes to produce garments in large quantities within short timeframes. + + + +Quality +control and assurance - Implementing stringent quality checks throughout the production process to maintain consistent standards. + + + +Inventory +management and distribution - Coordinating the storage, tracking, and timely delivery of finished products to retailers or distribution +centers. + + + + 62 + + + + + + + +Fast +fashion supply chain management services value chain + + + + + +Upstream + + + +In +the upstream of the value chain, the industry relies on raw materials suppliers, equipment suppliers, and technology providers. These +stakeholders furnish the essential inputs, machinery, and digital tools necessary for the fast-paced production cycle characteristic +of fast fashion. + + + +Midstream + + + +The +midstream segment presents two primary operational models. In the first model, integrated fast fashion supply chain management service +providers offer comprehensive solutions, encompassing design and technical services, sourcing and procurement, manufacturing and production, +and quality control. The second model involves independent specialized companies focusing on specific aspects of the supply chain, such +as dedicated design firms, sourcing specialists, or manufacturing facilities. Further, within the midstream segment, various contract +solution models exist, including original equipment manufacturing ("OEM"), original design manufacturing ("ODM"), +full-service, and joint development manufacturing ("JDM"). These models represent different levels of involvement and value +addition by the service providers, ranging from basic manufacturing to full-scale design and production services. + + + +Downstream + + + +In +the downstream of the value chain, it culminates with fast fashion retailers and end consumers. Retailers, both online and brick-and-mortar, +serve as the primary channel for distributing products to consumers, who drive demand through their purchasing decisions and fashion +preferences. Overall, the value chain structure highlights the interconnected nature of the fast fashion industry and the crucial role +that supply chain management service providers play in bridging the gap between raw materials and end consumers. + + + +Market +size of fast fashion supply chain management services industry + + + +The +fast fashion supply chain management services market has shown robust growth and is projected to continue expanding significantly in +the coming years. In 2019, the market size was valued at US$36.4 billion, and it grew to US$46.7 billion by 2023, representing a CAGR +of 6.4% during this period. The historical growth from 2019 to 2023 reflects the resilience of the fast fashion industry despite challenges +such as the COVID-19 pandemic, demonstrating the sector s ability to adapt to changing consumer behaviors and market conditions. + + + +The +market is expected to reach US$52.0 billion in 2024 and then surge to US$79.7 billion by 2028, with an accelerated CAGR of 11.2% from +2024 to 2028. The forecasted growth from 2024 to 2028 suggests an even more promising outlook, likely driven by factors such as technological +advancements in supply chain management, increasing demand for quick-turnaround fashion, and the expansion of fast fashion brands into +emerging markets. This acceleration in growth rate indicates a heightened focus on efficient and responsive supply chain services to +meet the evolving demands of the fast-paced fashion industry. + + + + 63 + + + + + + + + + +Source: +Frost & Sullivan + + + +Value +proposition of artificial intelligence ("AI") technology in fast fashion supply chain management services industry + + + +AI +technology is revolutionizing the fast fashion supply chain management services industry by enhancing efficiency, personalization, and +decision-making processes. The key applications of AI technology in the fast fashion supply chain management services industry are as +follows: + + + + + + + AI + algorithms analyze social media, search trends, and consumer behavior to predict upcoming fashion trends, helping brands stay ahead + of the curve; + + + + + + + + + + Machine + learning models can provide personalized recommendations based on individual customer preferences and past purchases, enhancing the + shopping experience; + + + + + + + + + + AI + systems optimize inventory levels by predicting demand, reducing overproduction and waste, which is crucial for sustainability; + + + + + + + + + + AI + tools can assist designers by generating new styles based on current trends and consumer feedback, streamlining the design process; + + + + + + + + + + Augmented + reality ("AR") and AI technologies created virtual fitting rooms, allowing customers to try on clothes digitally, reducing + return rates and improving satisfaction; + + + + + + + + + + AI-driven + chatbots provide 24/7 customer support, answering queries and guiding customers through their shopping journey, improving engagement + and service efficiency: + + + + + + + + + + AI + analyzes historical sales data to forecast future sales, helping brands make informed decisions about production and marketing strategies; + and + + + + + + + + + + AI + enhances supply chain management by predicting delays and optimizing logistics, ensuring timely delivery of products. + + + + +The +value proposition of AI technology in the fast fashion supply chain management services industry lies in its ability to enhance speed, +personalization, and operational efficiency while promoting sustainability. By integrating AI, brands can better meet the evolving needs +of consumers and navigate the complexities of a fast-paced market, ultimately driving growth and competitiveness. + + + +Market +size of AI-enabled fast fashion supply chain management services industry + + + +The +market size for AI-enabled Fast Fashion Supply Chain Management Services has seen remarkable growth, expanding from US$5.0 billion in +2019 to US$24.4 billion in 2023, with an impressive CAGR of 48.7%. This rapid growth was driven by increased adoption of AI technologies, +growing demand for efficient supply chains, rising e-commerce sales, and the need for better demand forecasting in the volatile fashion +market. Looking ahead, the market is projected to continue its upward trajectory, from a forecasted US$29.9 billion in 2024, and expected +to reach US$61.8 billion by 2028, with a CAGR of 19.9%. The continued growth is likely to be fueled by further AI integration across +supply chain operations, increasing focus on sustainability, expansion into emerging markets, ongoing digital transformation in retail, +and the need for more resilient supply chains. The continuous growth indicates a robust and expanding market, underscoring the crucial +role of AI-enabled services in shaping the future of the fast fashion supply chain management industry. + + + + 64 + + + + + + + + + + + +Source: +Frost & Sullivan + + + +Market +drivers for fast fashion supply chain management services industry + + + +Globalization +of supply chains and consumer demand for rapid trend adoption + + + +As +fashion brands expand their reach across international markets, they face the challenge of managing complex, geographically dispersed +supply networks. Simultaneously, consumers appetite for the latest styles has intensified, pressuring retailers to quickly translate +runway trends into affordable, store-ready products. The dual force necessitates sophisticated supply chain solutions that can coordinate +global sourcing, production, and distribution while dramatically reducing time-to-market. Against this backdrop, supply chain management +services have become crucial in navigating this landscape, offering tools for efficient supplier management, agile manufacturing processes, +and streamlined logistics across borders. These services enable fast fashion retailers to rapidly respond to global trends, balance inventory +across diverse markets, and maintain the speed and flexibility required to meet ever-changing consumer preferences. + + + +Growing +demand for customization, personalization, and speed-to-market + + + +The +growing demand for customization, personalization, and speed-to-market has emerged as a significant market driver for fast fashion supply +chain management services. Consumers increasingly seek unique, personalized products, while expecting rapid availability of the latest +trends. The shift challenges fast fashion retailers to develop more flexible, responsive supply chains capable of handling smaller batch +sizes and quicker turnarounds. Supply chain management services are crucial in meeting these needs, offering solutions for agile manufacturing, +on-demand production, and efficient last-mile delivery. These services enable retailers to implement mass customization strategies, manage +complex inventory for personalized options, and optimize production schedules for faster market responsiveness. By facilitating shorter +product development cycles and more efficient production processes, these services are essential in reducing time-to-market while maintaining +the ability to offer customized products. + + + +Rapid +growth of e-commerce + + + +The +rapid growth of e-commerce has dramatically increased fast fashion retailers demand for advanced supply chain management services. +These services have become essential in meeting the challenges of online retail, offering solutions for speed, flexibility, and efficiency. +supply chain management services provide crucial tools for shortening lead times, managing real-time inventory across multiple channels, +and leveraging data analytics for trend prediction and demand planning. They enable retailers to optimize operations for the rapid product +turnover and global reach required in e-commerce. As online sales continue to surge, fast fashion brands are increasingly investing in +these cutting-edge supply chain solutions to stay competitive in the digital marketplace. This trend is driving significant growth in +the Supply Chain Management Services sector, making it an indispensable component of modern fast fashion retail operations. + + + +Technological +advancements in supply chain operations + + + +The +integration of cutting-edge technologies such as AI, machine learning ("ML"), Internet of Things ("IoT"), and +blockchain is transforming how supply chains are managed and optimized. These technologies enable more accurate demand forecasting, enhance +supply chain visibility, improve traceability, and facilitate data-driven decision-making. AI and machina learning algorithms help in +predicting trends and optimizing inventory, while IoT devices provide real-time tracking of goods. Blockchain technology enhances transparency +and authenticity in the supply chain. Advanced analytics, robotics, and automation are speeding up processes and reducing costs. The +continuous evolution of these technologies is driving fast fashion companies to invest in more sophisticated supply chain management +services, creating new competitive advantages and fueling market growth. + + + + 65 + + + + + + + +Market +opportunities for fast fashion supply chain management services industry + + + +Rising +concerns of sustainability topics + + + +Sustainability +presents a significant market opportunity to service providers, which encompasses several key areas: sustainable material sourcing, circular +economy solutions, carbon footprint reduction, waste minimization, ethical labor practices, water conservation, and eco-friendly packaging. +Service providers can develop innovative solutions to help fashion brands integrate sustainable practices throughout their supply chains, +from sourcing eco-friendly materials to implementing efficient recycling programs and reducing carbon emissions. There s growing +demand for traceability systems, AI-driven waste reduction strategies, and tools for measuring and reporting sustainability efforts. +By offering these services, providers can help brands meet consumer demand for sustainable fashion, comply with evolving regulations, +and potentially reduce costs through improved resource efficiency. This shift towards sustainability allows supply chain management services +to innovate, differentiate themselves in the market, and capture a growing segment of environmentally conscious fashion brands and consumers. + + + +AR +and virtual reality ("VR") for product development + + + +AR +and VR for Product Development presents a significant opportunity for fast fashion supply chain management services. AR and VR technology +enables faster, more efficient design processes and virtual sampling, reducing the need for physical prototypes and accelerating time-to-market. +By leveraging augmented and virtual reality tools, fashion brands can visualize designs, test variations, and make quick adjustments +without the time and cost associated with traditional sampling methods. AR and VR also facilitates better collaboration between designers, +manufacturers, and retailers, allowing for real-time feedback and modifications, leading to more accurate production planning, reduced +waste, and improved alignment with consumer preferences. + + + +Market +challenges for fast fashion supply chain management services industry + + + +Volatility +in consumer demand and cost pressures + + + +The +rapidly changing nature of fashion trends, amplified by social media and influencer marketing, creates unpredictable demand patterns +that are difficult to forecast accurately. The volatility necessitates highly responsive supply chains capable of quickly adjusting production +and inventory levels. Simultaneously, there s continuous inflationary pressure to keep costs low in an industry known for thin +profit margins. Fast fashion retailers expect supply chain services to deliver speed and flexibility while maintaining cost-effectiveness. +The need to maintain low prices for end consumers further intensifies this pressure, often leading to difficult trade-offs between speed, +quality, and cost. Successfully navigating these conflicting demands requires continuous innovation in supply chain strategies and technologies. + + + +Balancing +speed and sustainability and technology integration + + + +The +industry s core demand for rapid production and delivery often conflicts with growing consumer and regulatory pressures for sustainable +and ethical practices. Supply chain services must find innovative ways to maintain the fast-paced nature of the industry while simultaneously +reducing environmental impact, ensuring fair labor practices, and promoting circular economy initiatives. Besides, while technologies +such as AI, IoT, VR and AR offer potential solutions for both speed and sustainability, their implementation across complex, global supply +chains is often costly and logistically challenging. Service providers must navigate the delicate balance of investing in and adopting +these new technologies without compromising on speed or significantly increasing costs. + + + +Market +outlook of business-to-everything ("B2X") in fast fashion industry + + + +The +B2X model in fast fashion industry offers several key benefits that enhance brand performance and customer satisfaction. By targeting +a diverse audience, including customers, businesses, and influencers, brands can significantly widen their market reach and explore multiple +revenue streams. The model fosters enhanced customer engagement through personalized marketing strategies and rapid feedback loops, enabling +brands to respond quickly to changing trends and preferences. Additionally, leveraging data analytics allows for greater customization +of offerings, which lead to increased customer loyalty. The B2X approach also opens opportunities for sustainability initiatives, appealing +to environmentally conscious customers. Overall, it positions fast fashion brands to thrive in a competitive and dynamic marketplace. + + + + 66 + + + + + + + +Sustainability +has become a critical focus, with consumers increasingly demanding eco-friendly practices and transparency in sourcing and production. +Technology integration, such as AI and AR, enhances the shopping experience, allowing for personalized interactions and virtual try-ons. +Social commerce is on the rise, as platforms like Instagram and TikTok facilitate direct sales through influencer collaborations and +user-generated content. The need for data-driven decision-making enables brands to better understand consumer behavior and optimize inventory +management. The shift towards omnichannel shopping experiences ensures that customers enjoy seamless interactions across online and offline +platforms, while collaborative consumption trends, such as rental and resale models, challenge traditional purchasing behaviors. Together, +these trends are redefining how fast fashion brands engage with a diverse audience in the B2X landscape. + + + +Competitive +landscape of the global fast fashion supply chain management services market + + + +By +2023, the global fast fashion supply chain services market has reached a state of maturity, characterized by a highly competitive and +fragmented landscape. Market players offer a comprehensive suite of services, encompassing apparel design and development, trend forecasting, +raw material procurement, manufacturing and sourcing management, quality assurance, inventory management, and logistics. In the global +scale, particularly countries and regions in the Asian region, such as China, Hong Kong, Singapore, Vietnam, Bangladesh, and India, have +emerged as a pivotal strategic partner for international fast fashion brands. This significance is largely due to the region s +abundant resources, competitive labor costs, and sophisticated logistics infrastructure, which are instrumental in meeting the fast fashion +industry s demands for rapid delivery and mass production. + + + +As +a burgeoning technology, AI has made significant impact on the supply chain services sector, particularly in areas such as demand forecasting, +inventory management, and the optimization of intelligent production and logistics. AI-enabled participants in the market can be categorized +into two broad groups based on their technological evolution: + + + + + + (i) + Digitally + transformed end-to-end apparel supply chain management services providers: these companies typically include large multinational + corporations or established local enterprises with extensive global or regional footprints. They capitalize on their robust production + capabilities, brand influence, and resources integration to offer a full spectrum of services from product design to inventory management, + aligning with the fast fashion sector s requirements for expedited delivery and substantial output. However, they often require + more time to adopt and integrate innovative technologies, a challenge attributed to the complexity arising from their substantial + size and business diversity. + + + + + + + + + (ii) + Innovative + fast fashion supply chain service platforms propelled by AI technology: such companies may offer comprehensive end-to-end solutions + or specialize in specific niches, such as apparel design, raw material procurement, or garment production, often utilizing a Software + as a Service ("SaaS") or platform-based service Model. These provides enhance supply chain efficiency and transparency + through advanced technological applications and data analytics, demonstrating particular expertise in rapid response and innovative + customization services. However, for SMEs in this category, their growth potential may be hindered by a narrow business focus, limited + funding, or insufficient brand recognition. + + + + +Overall, +the AI-enabled fast fashion supply chain services market remains highly competitive and fragmented, presenting opportunities for new +entrants. However, they must navigate challenges related to initial capital, brand visibility, and the complexities of managing supply +chain operations, potentially seeking niche markets or strategic partnerships to bolster their competitive edge. + + + +Market +development of environmental, social and governance ("ESG") in fast fashion industry + + + +ESG +factors are increasingly critical in the fast fashion industry, where brands face mounting pressure to operate sustainably and ethically. +Brands are increasingly adopting eco-friendly materials like organic cotton, recycled polyester, and biodegradable fabrics to lessen +their environmental impact. In particular, fast fashion companies are implementing strategies to minimize waste, such as recycling programs +and efforts to repurpose unsold inventory. Increasing number of brands are also focusing on reducing water consumption and energy usage +in their production processers to achieve greater efficiency and lower emissions. Additionally, companies are actively measuring and +working to decrease their carbon emissions across the entire supply chain, from production to transportation and retail. On the other +hand, ethical labor practices are a significant concern, with brands needing to ensure fair wages, safe working conditions, and respect +for workers rights in their supply chains. Fast fashion companies are placing emphasis on community initiatives, support local +economies, and engaging in social responsibility programs. As consumers become more informed about the impacts of fast fashion, brands +are also responding by promoting transparency and accountability regarding their sourcing and production practices. + + + +ESG +considerations are becoming integral to the fast fashion industry s future, influencing brand reputation, consumer loyalty, and +regulatory compliance. By prioritizing environmental sustainability, ethical labor practices, and strong governance, fast fashion companies +can not only mitigate risks but also capitalize on new opportunities in a market that increasingly values responsibility and transparency. + + + + 67 + + + + + + + +Entry +barriers + + + +Initial +set-up capital + + + +Entering +the fast fashion supply chain management market usually requires significant capital investment. New entrants need to invest in various +areas, including development of automated systems for warehousing and production and advanced analytics tools for brands demand forecast, +inventory levels management, and improvement in decision-making processes. Established companies typically have a well-developed network +of capital flows and resources, allowing them to better navigate market fluctuations and risks. In contrast, new entrants may struggle +to acquire and manage resources, particularly when competing against these established players. + + + +Branding +and reputation + + + +In +the fast fashion supply chain management industry, branding and reputation is crucial. Established brands have earned consumer trust +over the years, making it difficult for new entrants to win over customers who are loyal to familiar names. A solid reputation fosters +repeat purchases and customer loyalty, both of which are vital in a competitive landscape. Recognized brands enjoy brand recognition +that significantly impacts buying choices. In contrast, new entrants need to invest significantly in marketing to carve out their presence +in a crowded market, which can be both expensive and time intensive. + + + +Supply +chain complexity + + + +Supply +chain complexity acts as the entry barrier in the fast fashion industry, characterized by multi-tier supply chains that involve numerous +suppliers and logistics providers. New entrants face challenges in navigating this intricate network, which demands rapid response times +and diverse sourcing to adapt to changing consumer trends. They may find it difficult to deal with logistics coordination, quality control, +and technology integration, as well as ensuring regulatory compliance across various regions. These complexities make it difficult for +newcomers to establish themselves and effectively compete against established brands that have already developed efficient processes +and strong supplier relationships. + + + +Key +Success Factors + + + +Speed +to market + + + +Speed +to market refers to the ability of a company to quickly develop and launch new products in response to emerging trends and consumer demands. +In the fast fashion industry, where styles can change rapidly, this capability is crucial for maintaining relevance and competitive advantage. +Faced with rapid product development, successful fast fashion supply chain solution providers have efficient design and production processes +that allow brands to bring new styles to market quickly. This requires market players to reduce the time from design to retail to respond +swiftly to changing trends. This responsiveness not only satisfies consumer demand but also sets the stage for sustained competitive +advantage in a fast-paced industry. + + + +Use +of technology + + + +Technology +plays a pivotal role in enhancing efficiency, responsiveness, and adaptability in the fast fashion industry. By leveraging various technological +tools and innovations, fast fashion supply chain management solutions providers can streamline operations, improve decision-making, and +ultimately deliver products to market more swiftly. Advanced data analytics tools are used to analyze consumer behavior and preferences. +By gathering data from social media, online sales, and market trends, companies can identify popular styles and anticipate future demands. +In addition, technologies like Enterprise Resource Planning and Supply Chain Management systems integrate various functions, including +procurement, inventory, and logistics. This integration enhances coordination between departments and suppliers. + + + +Sustainability +practice + + + +Sustainability +has emerged as a crucial success factor in the fast fashion supply chain, driven by increasing consumer awareness and demand for environmentally +responsible practices. The market participants are shifting the focus to sustainable sourcing, ethical labor practices, waste reduction, +and consumer engagement, which not only improve their environmental and social impact but also strengthen their market position. For +example, market participants utilize organic cotton, recycled polyester, and other sustainable materials to reduce the environmental +impact of production and ensure fair wages and safe working conditions for workers in the supply chain. + + + + 68 + + + + + + + +BUSINESS + + + +Overview + + + +Riverstone +is a vertically integrated, B2B (Business to Business) and B2C (Business to Consumer), fast fashion supply chain management service provider, +combining advanced technologies and ethical practices. We represent over 15 years of experience offering our customers up-to-date, innovative, +and sustainable fast fashion products as well as a full suite of artificial intelligence ("AI") and 3D assisted services +from market trend analysis, product design and development, raw material sourcing, manufacturing, quality control, inventory management +and logistics management. Serving customers located in Australia, Mexico, the United Kingdom, and the U.S. markets, we are a one-stop +destination for producers and retailers of fast fashion apparel products. We are committed to reducing our environmental impact through +recycling, clean processes, traceable sourcing, and other eco-friendly practices and we strive for sustainable solutions to fulfil our +customers needs throughout garment production. + + + +Our +process begins by conducting market trend analysis to identify changes in fashion trends. We discuss with customers their requirements +for the upcoming season and pitch various designs having considered both emerging trends derived from our extensive historical digital +database as well as our customer s needs. We utilize technology to iterate samples which both reduces waste and allows us to speed +up the overall development process. We engage a contract manufacturer to produce prototypes and once a design is finalized, we proceed +to bulk production. During production, we closely monitor the production schedule and conduct quality control on the finished product +before it is finally delivered to our customer. + + + +Our +Competitive Strengths + + + +Our +competitive strength and value are centered around providing one-stop and comprehensive solution to fashion retailers worldwide, including +the provision of designing services, manufacturing, and supply chain solutions, with a particular focus on the use of technology and +sustainable materials, that empower fashion retailers to thrive in the fast-paced fashion landscape. + + + +We +believe that the following strengths distinguish us from our competitors and have contributed to our success: + + + +Diversified +business model + + + +We +operate as both a B2B and B2C provider and currently act as an + + + + + + + Original + Equipment Manufacturer ("OEM") – providing comprehensive apparel solutions to established fashion retailers worldwide; + + + + + + + + + + Original + Design Manufacturer ("ODM") – supporting designers in launching their own labels; and + + + + + + + + + + Original + Brand Manufacturer ("OBM") – designing and producing apparel under our own brands such as "DOUBLE CRAZY". + + + + +Integration +of technology + + + +We +embrace technology to transform the fashion industry and integrate the latest advances to provide us with a competitive edge. + + + + + + + Artificial + Intelligence ("AI") – allows us to enhance operational efficiencies, predict fashion trends, optimize inventory + management, and strengthen our supply chain practices. + + + + + + + + + + 3D + Modeling – allows our design and procurement teams to speed up the sample productions process and allows for the rapid creation + of 3D images and videos of the final product. + + + + + + + + + + Digital + database – our robust searchable database provides extensive production information relating to our clothing design expedites + the time for sample productions while providing a resource for tracking and predicting current trends and customer preferences. + + + + +A +focus on sustainability + + + +Our +founder, Chairlady and Director, Ms. Tang, has decades of experience creating sustainable apparel which we believe sets us apart and +grants us unique expertise in the apparel services industry. We have a strong commitment to sustainable practices. For example, we require +raw material suppliers to implement clean and ethical processes for sourcing and producing natural fibers such as merino wool and cashmere. + + + + 69 + + + + + + + +Given +the recent emphasis on climate change and sustainability, green brands are thriving, and more retailers are incorporating sustainable +practices into their production. This is a trend that we believe will continue across the North American, Australia, UK, and European +markets. As a result, demand for our services has grown and we have developed various lines of products with our customers utilizing +eco-friendly materials and processes. + + + +To +oversee and drive our sustainability initiatives we a dedicated Chief Sustainability Officer who is tasked with a range of critical responsibilities +including, monitoring affiliate factory suppliers and supply chain partners to ensure compliance with regional expectations and country-specific +requirements, adherence to sustainable practices, implementing energy-efficient practices, such as air conditioning gates, to minimize +energy consumption and reduce greenhouse gas emissions in our facilities, optimizing fabric production processes to minimize waste generated +during manufacturing, and adopting more efficient cutting techniques, and recycling fabric scraps whenever possible. + + + +Close +relationships with our major customers and strategic partner + + + +One +of our key strengths is our commitment to quality, sustainability, and ethical practices which has allowed us to build lasting partnerships +both with leading fashion brands such as BOOHOO, PRETTY LITTLE THING, CIDER, SHOWPO, Fashion Nova, GIRL IN MIND and Fashion Nova as well +as strong, long-term relationships with a network of carefully selected regional factories. These partnerships are the result +of our commitment to quality, and sustainability, and are built on a foundation of trust, shared values, and a commitment to quality +and ethical practices. By working closely with our factory partners, we ensure that our production processes align with our corporate +values and meet the high standards expected by our clients. + + + +Our +suppliers undergo a rigorous vetting process that evaluates their sustainability practices, labor conditions, and production capabilities. +This thorough assessment ensures that we partner with factories that not only meet our quality standards but also adhere to ethical labor +practices and environmental sustainability. By nurturing these relationships, we create a resilient supply chain that supports our business +objectives while promoting responsible manufacturing. + + + +The +strong partnerships we have established allow D&J to quickly adapt to changes in demand. Our close collaboration with regional factories +means we can respond swiftly to market fluctuations, ensuring that we meet our clients needs without compromising on quality or +timelines. This agility minimizes risks associated with supply chain disruptions and enhances our overall operational efficiency. + + + +Emphasis +on transparency and traceability + + + +Our +commitment to full supply chain transparency by providing comprehensive information about the sourcing and production processes of our +materials, empowers our customers to make informed choices about the products they purchase. We require each of our suppliers to enter +into a Code of Conduct Commitment Letter to ensure their commitment that they or any subcontractors will adhere to all local laws, +governmental orders and regulatory requirements and assurances that they will not use forced labor, employ minors, and provide a safe +working environment. This not only enhances our reputation as a responsible fashion company but ensures regulatory compliance and demonstrates +adherence to industry regulations and sustainability benchmarks. + + + +We +provide one stop apparel solution services + + + +Our +strength as a one-stop apparel solution services provider is our ability to offer our customers a simplified and comprehensive supply +chain experience. Our services cover every step from initial design concepts, sourcing, manufacturing, to quality assurance, packaging, +and logistics. With the design, planning, execution, control, and monitoring of supply chain activities we offer a competitive infrastructure +for customers. Customers are provided with solutions along the supply chain in an efficient and cost-effective manner, so they are able +to prioritize their own core competencies and business objectives. + + + +Our +management members have deep industry knowledge and proven track records + + + +Our +management members bring with them an average of over 10 years of experience in the apparel industry. Ms. Tang, our founder, Chairlady +of our board of directors, and our Chief Executive Officer, has over 15 years of management, business and marketing and operating experience +in the garment industry. + + + +We +believe that our cohesive corporate culture inspires innovation, motivates quality service, and encourages collaboration. The collective +industry knowledge and skills of our management give us the capability to manage risks, respond timely to market trends, and capture +lucrative market opportunities. We believe the in-depth industry experience, knowledge of supply chain management and established connections +with customers of our management differentiate us from our competitors. + + + + 70 + + + + + + + +Our +Strategies + + + +Our +aim is to further strengthen our market position and continue to be a competitive apparel solution services business by pursuing the +following key strategies: + + + +Strategic +Global Expansion + + + +We +recognize the critical importance of maintaining a global presence in the interconnected fashion industry. As market dynamics evolve, +we are committed to pursuing a strategic global expansion strategy that positions us to capitalize on high-growth markets, diversify +our revenue streams, and mitigate risks associated with economic fluctuations and geopolitical events. Our expansion strategy focuses +on identifying and entering high-growth markets where demand for fashion products is rapidly increasing. By establishing a foothold in +these regions, we can tap into new customer bases and enhance our overall market share. Expanding our global footprint allows us to diversify +our revenue streams, reducing reliance on any single market. This diversification not only strengthens our financial stability but also +provides resilience against market volatility. + + + +By +spreading our operations across various regions, we can better navigate risks associated with economic downturns or geopolitical events. +A diversified approach which addresses entering new markets independently and through strategic partnerships and alliances, as well as +opening regional sales offices and online stores, will help ensure that challenges in one market do not significantly impact our overall +business performance. + + + + + + (a) + Three-year + new entry market plan supported by localized marketing efforts tailored to each region + + + + + + + + Year + 1: Focus on expansion into North America, Mexico and Europe through strategic partnerships and acquisitions. + + + + + Year + 2: Expand into Asia-Pacific (APAC) and Latin America, leveraging localized marketing campaigns and partnerships. + + + + + Year + 3: Enter the Middle East and Africa, building regional partnerships and enhancing market penetration through targeted marketing efforts. + + + + + + + (b) + Regional + sales and online stores: + + + + + + Execution + plan + + Year + 1-2025 + + Year + 2-2026 + + Year + 3-2027 + + + Market + Expansion Plan + + Q3, + Q4: Expansion into North America, Mexico and Europe (Italy and/or UK) + + Q1, + Q2: Expansion into APAC Q3, Q4: Establishing presence in Latin America + + Q1, + Q2: Establishing presence in the Middle East and Africa + + + Market + Entry (regional flagship) + + Establish + regional sales offices and online stores in North America, Mexico and Europe. + + Establish + regional sales offices and online stores in APAC and Latin America. + + Establish + regional sales offices and online stores in the Middle East and Africa. + + + + +Strengthen +our design and development capabilities + + + +We +consider our ability to develop designs according to the latest fashion trends and styles crucial to our success in the industry. Our +design and development team conducts market trend analysis on the latest fashion trends and works with our customers to produce custom +designs. To further enhance our design and development capabilities, we intend to expand our design and development team. By strengthening +our design and development capabilities, we aim to incorporate more sustainable materials into product components in our design and development +stage in the future. + + + +Integrate +sustainability into product sourcing and environmental marketing + + + +One +of our goals is to integrate sustainability into every aspect of our business model. We have had success adopting innovative sustainability +concepts, for instance, requiring manufacturers to use recycled materials in the production line, such as wastage from production processes. +We will seek to identify opportunities to further reduce our environmental footprint, especially in areas that are in sync with the priorities +of our customers. In addition, we integrate environmental marketing into consultations with customers, providing guidance and recommendations +on how to meet sustainability goals. We have had success in offering eco-friendly materials and using recycled, regenerated, and traceable +products that fall within customers budgets and specification. + + + + 71 + + + + + + + +Close-to-Market +Production + + + +We +recognize the importance of strategically positioning our production facilities in close proximity to our key markets. Currently, we +operate a factory in China, however, as part of our growth strategy, we are planning to establish additional factories in Europe +and America to better serve the respective markets in these regions. + + + +By +situating production facilities closer to our key markets, we can significantly reduce transportation costs associated with shipping +products over long distances. This not only enhances our overall operational efficiency but also allows us to offer more competitive +pricing to our customers. + + + +Localizing +production helps minimize the Company s carbon footprint by reducing the emissions associated with transportation. By producing +goods closer to where they are sold, we contribute to more sustainable practices within the fashion industry, aligning with our commitment +to environmental responsibility. + + + +Broaden +our customer base and work together with our customers to expand our product mix and maintain customer relationships + + + +We +expect demand for our apparel services to continue to grow as retailers and consumers are increasingly conscious of ethical consumerism +and environmental, social and governance ("ESG"). Our goal is to position ourselves as a leading provider of sustainable +apparel solution services and be the first choice for global brands seeking to "go-green". As our customers continue to grow, +we will bring our expertise and creative vision to enhance and expand our existing product mix. We will also increase the frequency of +our liaison with existing customers to better understand their needs and enhance our tailor-made apparel solution services. We will continue +to broaden the range of apparel products handled by us and strengthen our design and development capabilities in different categories, +so that we can tap into new markets and attract new customers. + + + +OUR +BUSINESS OPERATIONS + + + +We +are a one-stop apparel solution services provider. We offer a full suite of services in the apparel supply chain, including market trend +analysis, product design and development, raw material sourcing, production and quality control, and logistics management. Through D&J, +our Subsidiary established in Hong Kong, we provide our apparel solution services to our customers primarily located in Australia, China, +the U.S., the UK and Mexico. + + + +We +handle a wide range of apparel products which can be categorized as finished garments. Each series of apparel products handled by us +is arguably unique, as they are manufactured according to our customers specifications. + + + +Our +current workflow: + + + + + + 72 + + + + + + + +We generate revenues from three distinct +services as we currently act as an + + + + + + + Original Equipment Manufacturer ("OEM") – providing + comprehensive apparel solutions to established fashion retailers worldwide (are responsible for 80.38% and 70.47% of revenues + from the years ended March 31, 2025, and 2024, respectively); + + + + + Original Design Manufacturer ("ODM") – empowering + our clients to establish their own online stores and actively supporting designers in launching their own labels which eliminates + intermediaries, and in turn increases their profit margins (responsible for 16.85% and 26.5% of revenues from the years ended + March 31, 2025 and 2024, respectively); and + + + + + Original Brand Manufacturer ("OBM") – designing and + producing apparel under our own brands such as "DOUBLE CRAZY" (responsible for 2.78% and 3.03% of revenues from the + years ended of March 31, 2025, and 2024, respectively). + + + + + +By +integrating (OEM), (ODM), and (OBM) services, we are able to maintain sufficient order volumes allowing us to negotiate favorable production +costs and achieve economies of scale, making our services more attractive to clients while maintaining high-quality standards. Leveraging +our AI-driven design capabilities and small-batch production methods facilitates mutual growth for both us and our clients. And allows +us to quickly adapt to market demands and develop innovative products that resonate with consumers. + + + +Embracing +Technology + + + +We +embrace technology to transform the fashion industry and integrate the latest advances to provide us with a competitive edge. + + + +Design +using AI + + + +We +are at the forefront of integrating generative AI into the fashion design process. This cutting-edge technology empowers our AI designers +to significantly enhance their efficiency and productivity, enabling them to create a diverse array of original fashion styles and themes +in a remarkably short timeframe. Generative AI allows our designers to experiment with various fabric types, color patterns, styles, +and target demographics, producing multiple design options within minutes. This rapid generation of concepts not only reduces the time +spent on initial development but also frees our designers to focus on refining and personalizing their creations, ensuring that each +piece resonates with its intended audience. Our experienced AI designers are able to create tailor made designs by analyzing past designs +and preferences of individual fashion retailers. This allows us to offer personalized clothing recommendations and designs tailored to +specific fashion retailer s needs, increasing the retention rate and loyalty of fashion retailers. + + + +Design +Excellence and Rapid Sample Making + + + +To +support our design initiatives, D&J has made significant investments in rapid sample-making capabilities. By utilizing both 3D modeling +and physical sampling techniques, we ensure quick turnaround times, allowing for faster design iteration and confirmation. This agility +is crucial in a fast-paced industry where timing can make all the difference. We employ state-of-the-art design software to create detailed +3D models, providing a more accurate representation of the final product. This advanced technology minimizes errors during the prototyping +phase and accelerates the time from concept to market. Our designers work closely with production teams to ensure that all designs are +feasible for manufacturing, taking into account critical factors such as cost, material availability, and production techniques. + + + +Collaboration +is a cornerstone of our design philosophy. Our designers regularly engage with external artists, fashion consultants, and influencers +to gather diverse perspectives that inspire new collections. This collaborative approach not only enriches our creative process but also +helps us stay attuned to evolving consumer preferences. + + + +To +further foster creativity and innovation, we host design workshops and brainstorming sessions where our designers can share ideas and +challenge each other. This culture of collaboration encourages out-of-the-box thinking and is essential for maintaining relevance in +a competitive market. + + + +AI-Powered +trend prediction and Supply Chain + + + +We +harness the power of AI to optimize our supply chain operations and enhance overall efficiency. By adopting AI-driven demand forecasting +services, we are able to use historical data, market trends, and other relevant factors to predict future demand with a high degree of +accuracy. This proactive approach enables us to optimize inventory levels, reduce waste, and ensure that products are readily available +when and where they are needed. + + + +Our +adoption of AI-driven demand forecasting services plays a crucial role in our supply chain management. By analyzing patterns in historical +sales data and current market trends, these forecasting services provide insights that allow us to make informed decisions about inventory +management. This predictive capability not only helps us maintain optimal stock levels but also minimizes the risk of overproduction +or stockouts. The forecasting services considers the frequency of fashion-related keywords appearing on the internet, generating graphical +representations of this data. This method allows us to analyze the popularity of different styles and designs from the past and predict +upcoming fashion trends and demand. + + + + 73 + + + + + + + +By +leveraging AI insights, we can significantly reduce lead times associated with production and distribution. This agility enhances our +responsiveness to fluctuations in market demand, allowing us to adapt quickly to changing consumer preferences. The ability to predict +trends and customer preferences enables us to respond proactively to shifts in the market. This responsiveness is critical in the fast-paced +fashion industry, where trends can change rapidly. + + + +Digitalization +and Collection Database + + + +We +have undertaken a comprehensive digital transformation of business processes and developed a robust, searchable database that integrates +extensive production information related to our clothing designs including a wide array of production specifications, design elements, +materials, and manufacturing processes from previous collections. By inputting this wealth of information, this innovative system creates +a valuable resource that allows our team to rapidly conduct searches and locate relevant information using both keywords and images of +target designs and serves as a reference point for current and future projects, significantly streamlining the design and production +process. + + + +The +ability to reference similar designs from past collections drastically reduces the time required for sample production. Instead of starting +from scratch with new production specifications, designers can draw inspiration from previous works that align with their current vision. +This not only accelerates the prototyping phase but also fosters creativity by allowing designers to iterate on successful designs. + + + +Our +searchable database is invaluable when transitioning from sample to mass production. By utilizing established specifications from similar +designs, we can expedite the preparation process, ensuring that production runs are efficient and cost-effective. This capability minimizes +delays and reduces the risk of errors during the manufacturing phase. As new designs are created and added to the database, it becomes +an ever-evolving resource that reflects current trends and consumer preferences. This continuous input allows our team to refine our +design processes further and maintain a competitive edge in the fast-paced fashion industry. + + + +Market +Trend Analysis + + + +Our +goal is to keep abreast of the changes in global fashion trends and the local market response to different styles. We meet with online +fashion retailers, textile manufacturers and apparel sourcing agents regularly to deepen our understanding of the market, budgets, and +seasonal designs. + + + +We +maintain a comprehensive digital database encompassing a wide array of production specifications, design elements, materials, and manufacturing +processes from previous collections. As new designs are created and added to the database, it becomes an ever-evolving valuable resource +for current and future projects that reflects current trends and consumer preferences. This continuous input allows our team to refine +our design processes further and maintain a competitive edge in the fast-paced fashion industry. + + + +We +capitalize on our market intelligence gleamed from our extensive digital database to formulate our business plan for seasons ahead. Our +seasonal business plan usually involves strategic procurement of raw materials and the creation of design sketches responsive to consumer +preferences for the season. + + + +Product +Design and Development + + + +We +position our in-house design teams, that have in-depth technical apparel know-how and experience in the fashion industry, within our +affiliate factories to enhance our operational efficiency and responsiveness. This structure fosters close collaboration between the +design team and the sampling team, enabling them to efficiently and in a time response manner produce collections to inspire customers +with ideas on design, trends, materials, and techniques that fit their brand ethos or, alternatively, use a customer s own designs +to deliver products based on their budget and timeframe. + + + +By +utilizing 3D modeling technology, our design and sampling teams can significantly speed up the sample production stage. This collaborative +approach allows for the rapid creation of 3D images and videos of final products, providing fashion retailers with a realistic preview +of designs before they go into production. This not only enhances the decision-making process for our clients but also minimizes the +time traditionally required for sample approvals. + + + +Once +a design is finalized, our integrated workflow allows it to transition directly into the production stage without delay. With all production +specifications prepared in advance, we eliminate bottlenecks that often occur during the handoff from design to manufacturing. This streamlined +process ensures that we can meet market demands swiftly and efficiently. + + + + 74 + + + + + + + +Sustainable +Raw Material Sourcing + + + +We +are deeply committed to minimizing our environmental impact and promoting sustainability throughout our operations which is evident in +our use of eco-friendly materials and adherence to ethical manufacturing practices across our supply chain. We prioritize sourcing materials +that are both environmentally friendly and high-quality. This includes actively seeking out eco-friendly options such as organic cotton +and recycled polyester, which help reduce environmental impact without compromising on quality or style. Additionally, we partner with +suppliers who share our commitment to sustainability and adhere to ethical sourcing practices. This collaborative approach ensures that +our supply chain reflects our core values. + + + +Our +commitment to sustainability extends to the types of fabrics we utilize, which cover a broad spectrum from high-end to low-end options. +Currently, sustainable materials comprise approximately two thirds of natural fabrics, including organic cotton and other biodegradable +options, and one third of recycled fabrics. We incorporate innovative alternatives such as silk-like materials extracted from natural +substances, which offer performance comparable to real silk at half the cost. After post-production treatments, these materials exhibit +even better performance. Remarkably, sustainable fabrics are only 10% to 30% more expensive than ordinary fabrics, making them a viable +option for a wide range of products. + + + +We +are committed to exploring diverse applications for recycled fabrics. For instance, we are planning to establish a new production line +to produce dog toys made from recycled nylons, providing durable and eco-friendly options for pet products. Our sustainable approach +can also extend to protective gear, such as masks made from eco-friendly materials. Furthermore, we are researching the development of +products aimed at environmental cleanup efforts, including solutions for oil spill management and innovative waste management products +using recycled materials. + + + +To +ensure a steady supply of sustainable fabrics, we utilize various sourcing methods. We attend industry exhibitions to discover new sustainable +fabric options and conduct research through reputable online suppliers. Additionally, we leverage insights from our current clients who +prioritize sustainability in their operations. Currently, we collaborate with suppliers in China who specialize in producing +sustainable fabrics. + + + +Chief +Sustainability Officer + + + +Our +commitment to sustainability is evidenced by our appointment of a dedicated Chief Sustainability Officer ("CSO") to oversee +and drive the company s sustainability initiatives. This strategic role is essential for ensuring that our commitment to sustainability +is effectively implemented across all aspects of the business. + + + +Our +CSO is tasked with a range of critical responsibilities, including monitoring affiliate factory supplies to ensure compliance with regional +expectations and country-specific requirements. This oversight is vital for maintaining our high standards and ensuring that our supply +chain operates within the frameworks of local regulations. Additionally, the CSO plays a key role in advancing the company s emission +reduction goals. + + + +A +significant focus of the CSO s role is to reduce our waste footprint and those of our suppliers. This includes implementing energy-efficient +practices, such as air conditioning gates, to minimize energy consumption and reduce greenhouse gas emissions in our facilities. The +CSO also works on optimizing fabric production processes to minimize waste generated during manufacturing, adopting more efficient cutting +techniques, and recycling fabric scraps whenever possible. + + + +Furthermore, +the CSO conducts thorough due diligence on our supply chain partners to ensure that they adhere to sustainable practices and contribute +positively to our environmental goals. This includes ensuring that any chemicals used in production are compliant with environmental +regulations and are handled responsibly to minimize their impact on both human health and the environment. + + + +Transparency +and Traceability + + + +We +firmly believe in the importance of full supply chain transparency and provide comprehensive information about the sourcing and production +processes of our materials, thus empowering our customers to make informed choices about the products they purchase. This commitment +to sustainability and transparency not only strengthens brand loyalty but also enhances our reputation as a responsible fashion company. + + + +By +implementing robust systems to track the journey of materials from their sources, we build consumer trust in our brand. Our transparent +practices ensure that customers can see how their products are made and understand the ethical considerations behind them. This level +of openness is crucial in today s market, where consumers increasingly seek out brands that align with their values. + + + + 75 + + + + + + + +In +addition to fostering trust with consumers, our commitment to traceability ensures compliance with regulatory standards. By maintaining +detailed records of our sourcing and production processes, we can demonstrate adherence to industry regulations and sustainability benchmarks. +This proactive approach not only mitigates risks associated with non-compliance but also reinforces our dedication to ethical practices +throughout our supply chain. This is particularly relevant with respect to the Uyghur Forced Labor Prevention Act (the "UFLPA") +which prohibits on the importation of goods into the United States manufactured wholly or in part with forced labor in the PRC, especially +from the Xinjiang Uyghur Autonomous Region ("Xinjiang"). It establishes a rebuttable presumption that the importation of +any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in Xinjiang are not entitled to entry +to the U.S. and requires the importer of record to comply with specified conditions and, by clear and convincing evidence, that the goods, +wares, articles, or merchandise were not produced using forced labor. + + + +While +our manufacturing facilities are located in the PRC, they are not located in Xinjiang, are staffed by our own employees or third-party +contract employees whom we have vetted, and no raw materials being sourced from Xinjiang. We are confident that our supply chain management +system will rebut the presumption that our products are tainted with forced or prison labor and therefore we do not anticipate any material +or adverse effect our business operations, financial position, and results of operations. + + + +Production, +Management and Quality Control + + + +Production + + + +Our +apparel products (including sample products and finished goods) are produced by our Subsidiary, D&J Ganzhou, or by contract manufacturers. + + + +D&J +Garment (Ganzhou) Co., Ltd. + + + +Located +in Ganzhou, Jiangxi, the PRC, our leased manufacturing facility covers 13,000+ square meters encompassing integrated design, sample +and finished product productions. Employing over 90 personnel, inclusive of those in its Guangzhou branch office, and is capable of producing +over 600,000 garments per month. + + + + + + 76 + + + + + + + + + + + + + + + + + + + + 77 + + + + + + + + + + + +Production +Management + + + +As +part of our apparel solution services, we are responsible for the overall production management, monitoring of production schedule, evaluation +of manufacturing services and conducting quality control on finished goods. During the production process, we regularly communicate with +manufacturers and check their production schedule to ensure that they are able to deliver the finished goods on time. We also perform +on-site quality inspections regularly on raw materials, semi-finished products, and finished products for quality control purposes. + + + +Quality +Control + + + +Quality +control is integral to our operations, and we have stringent quality control procedures throughout the supply chain. We conduct regular +on-site inspections at various stages, including assessments of raw materials, semi-finished items, and final products. Our quality control +standards are uniformly applied across all client projects, guaranteeing that each product meets our high expectations. Should any defects +arise during inspections, we require suppliers to address and rectify these issues promptly to maintain our commitment to quality. + + + +Our +quality control workflow is both comprehensive and methodical. It includes checks on material quality, machinery performance, and inspections +at different production phases. By embracing digital technology, we utilize data analytics to pinpoint potential problems early in the +production cycle. This proactive strategy enables us to tackle issues before they escalate, enhancing efficiency and minimizing disruptions. + + + + 78 + + + + + + + +We +set ambitious goals for our quality control efforts, aiming for a product acceptance rate of 97% through the application of AQL2.5 and +AQL4.0 across our products. The acceptable quality level or limit (AQL) is a crucial measure in quality control. It applies to products +and is defined in ISO 2859-1 as the maximum number of defective items that can be considered acceptable during random sampling inspections +of a production batch. Defined in ISO 2859-1 as the "worst tolerable" quality level, AQL helps manufacturers and buyers agree +on acceptable defect levels for products. AQL is typically expressed as a percentage or ratio, reflecting the number of defects compared +to the total quantity produced. Most of our products achieve or surpass this benchmark, underscoring our dedication to delivering high-quality +apparel that aligns with client expectations. Continuous monitoring and evaluation of our processes ensure that we consistently uphold +these standards. + + + +Aligned +with our sustainability initiatives, we actively explore innovative materials and processes that can help reduce the environmental impact +of our production. Our focus includes minimizing carbon emissions, lowering water usage, and curbing waste pollution throughout the supply +chain. By integrating sustainable practices into our quality control operations, we contribute positively to the fashion industry while +enhancing overall production efficiency. + + + +Logistics +Management + + + +Our +logistics management services cover every movement of inventory in our customers supply chain. We rely on third-party service +providers or our contract manufacturer for transportation services to the port of destination or our customers warehouse and keep track +of the process to monitor the whereabouts of the inventory to ensure it is delivered within the timeline specified by the customer. + + + +Recently +there have been shipping disruptions in the Red Sea and surrounding waterways due to attacks on marine vessels by the Houthi movement +which controls part of Yemen. These disruptions may impact our ability to distribute our products to our customers in a cost-effective +and timely manner and to meet our customers demands, all of which could have an adverse effect on financial condition and results +of operations. + + + +ORIGINAL +BRANDED APPAREL PRODUCTS + + + +We +also operate as an Original Brand Manufacturer (OBM) by producing our own brand, "DOUBLE CRAZY", a line of apparel consisting +of tops, bottoms, hoodies, and jeans. This strategic move is designed to expand our business and enhance profit margins while allowing +us to capture a more significant share of the retail market. Our retail operations in the United States are conducted through WeDress +U.S., our subsidiary established in the U.S. + + + + + + + + + + + + + + 79 + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +The +introduction of the "DOUBLE CRAZY" brand provides us with direct access to retail customers. which enables us to engage more +closely with consumers, gaining valuable insights into their preferences and shopping behaviors. By understanding our customers better, +we can tailor our product offerings and marketing strategies to meet their needs effectively. + + + +Producing +the "DOUBLE CRAZY" line of apparel offers several key advantages: (i) it diversifies our revenue streams, reducing dependence +on third-party retailers and enhancing overall financial stability; (ii), owning our brand allows for greater control over pricing and +inventory management, enabling us to respond swiftly to market trends and consumer demand; and (iii) promoting "DOUBLE CRAZY" +helps build brand loyalty and fosters a community around our products, leading to long-term customer relationships. + + + +The +establishment of "DOUBLE CRAZY" represents a significant step in our growth strategy. By producing our own brand alongside +our partnerships with fashion retailers, we not only increase profit margins but also gain direct access to retail customers. This initiative +positions us for continued success in the competitive fashion industry + + + +CUSTOMERS + + + +Our +customers mainly include brand owners, apparel sourcing agents and online fashion retailers, primarily located in North America and Europe. + + + +Our +client portfolio is diverse, with key clients contributing significantly to our business. PRETTY LITTLE THING accounts for 13% of our +clientele, followed by SHOWPO at 11%, CIDER at 10%, GIRL IN MIND also at 10%, BOOHOO at 8% and Fashion Nova also at 8%. This distribution +reflects our ability to cater to a wide range of businesses while building strong relationships with each partner. + + + + 80 + + + + + + + +Our +goal is to work collaboratively with our customers on a long-term basis to create and expand our product offering and position ourselves +as a vital partner in the development process. We will continue to strengthen our design and development capabilities and expand our +product and service offerings to our customers for every new season. We will also aim to diversify our customer base and revenue source, +by expanding both online and offline retail sales of the DOUBLE CRAZY line of apparel. + + + +PRETTY +LITTLE THING + + + + + + + + + + + + + +SHOWPO + + + + + + + + + + + + + + 81 + + + + + + + +CIDER + + + + + + + + + + + + + +Fashion +Nova + + + + + + + + + + + + + +SUPPLIERS + + + +We rely on the following six +suppliers to meet our production needs. Among these, two are related party while the other four are independent third parties +based in Mainland China and Hong Kong. These suppliers are responsible for manufacturing our apparel products and arranging delivery +to our customers. This arrangement has been in place during the years ended March 31, 2025, and 2024. + + + + + + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd. (Top four for year ended March 31, 2025, and 2024) + + + + + + Relationship: + The sister of Ms. Tang, our CEO, holds a 90% equity interest + + Term: + October 31, 2021, to October 30, 2031 + + Services: + Supply of garment products + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + Jiangmen + Guanxiong Knitting Co., Ltd (Top four for year ended March 31, 2024) + + + + Relationship: + Entity in which the sister of Tang Siu Wan holds a 40% equity interest + + Term: + May 16, 2022, to May 15, 2027 + + Services: + Supply of garment products + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + Guangzhou + Weixin Garment Co., Ltd. (Top four for year ended March 31, 2025, and 2024) + + + + Relationship: + Independent + + Term: + September 30, 2017, to September 29, 2027 + + Services: + Supply of garment products + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + Wonder + Fashion & Technology Co Ltd (Top four for year ended March 31, 2024) + + + + Relationship: + Independent + + Term: + May 10, 2021, to May 9, 2026 + + Services: + Supply of garment products + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + Enlighten Garment Co., Ltd. (Top four for year ended March 31, 2025) + + + + Relationship: + Independent + + Term: + November 20, 2020, to November 19, 2030 + + Services: + Supply of garment products + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + + + + Suzhou + Xinjing Garment Technology Co., Ltd. (Top four for year ended March 31, 2025) + + + + + + + + Relationship: + Independent + + + + Term: + November 9, 2023, to November 9, 2028 + + + + Services: + Supply of garment products + + + + Termination: + Upon expiration of mutual agreement or unilateral by one party upon breach of contract + + + + + +We +carefully selected these suppliers based on a pre-defined set of criteria that includes size, quality, reputation, pricing, and on-time +delivery records. This rigorous selection process ensures that we partner with suppliers who can consistently meet our standards and +support our operational goals. + + + +For +the years March 31, 2025 and 2024, our top four principal suppliers accounted for substantial portions of our total +purchases, with contributions of 79% and 94%, respectively. One of our suppliers is dedicated solely to the production +for one of our clients, CIDER. + + + + 82 + + + + + + + +This +significant reliance on a limited number of suppliers is a common practice within the apparel supply chain industry. Such a model allows +companies to streamline operations and foster strong relationships with key partners, ultimately enhancing efficiency and product quality. +By focusing on a select few suppliers, we can ensure consistency in our supply chain while benefiting from their specialized capabilities. + + + +We +believe that establishing and maintaining long-term strategic partnerships with strong suppliers—those with proven capabilities +across a range of product categories—enhances our product offerings and strengthens our competitive position in the market. Accordingly, +we have entered into long-term strategic agreements with some selected suppliers, we find that this approach aligns with industry norms +and provides us with the flexibility needed to adapt to changing market conditions. + + + + + + + + + + 83 + + + + + + + + + +PRICING +STRATEGY + + + +We +typically adopt a cost-plus pricing strategy for our apparel services. This approach ensures that our pricing reflects the various factors +influencing production costs while maintaining competitiveness in the market. + + + +Our +pricing decisions are determined by several key factors. The nature of raw materials used plays a significant role, as different types +and qualities can substantially affect overall production costs. Additionally, the complexity of design is a critical consideration; +more intricate designs require additional resources and time, which are factored into the final price. + + + +We +also take into account quotations from third-party suppliers, including costs related to raw materials, contract manufacturing services, +and transportation. The volume of orders is another important factor; larger orders may benefit from economies of scale, potentially +leading to lower per-unit costs. Timing requirements are considered as well; urgent orders that necessitate expedited processing may +incur higher costs due to increased labor and logistics demands. + + + +Furthermore, +we analyze the retail prices of similar apparel products in the market to ensure our pricing remains competitive. Our strategy also reflects +typical profit margins within the industry, allowing us to achieve sustainability and profitability. + + + +By +considering these elements in our cost-plus pricing strategy, D&J aims to offer competitive pricing while ensuring that we cover +our costs and achieve desired profit margins. This comprehensive approach allows us to adapt effectively to market conditions and client +needs, positioning us for continued success in the apparel industry. + + + +PRODUCT +RETURN + + + +Sales +of private-labelled apparel products + + + +We +do not have a product return or warranty policy for our finished garments. Customers have the right to inspect the finished goods before +delivery for defects and deviation from specifications. We do not assume the risk of damages or losses after the finished goods are delivered +to the place designated by our customers. To maintain long-term business relationship with our customers, we follow up after completion +of a given project to solicit feedback. + + + +Retail +sales of own-branded apparel products + + + +For +sales of our DOUBLE CRAZY products through our digital channels, we provide a 28-day return window to our customer for unworn apparel, +and a credit note to the value of the items for up to 35 days. + + + +For +the years ended March 31, 2025, and 2024, we are not aware of any material claims against us in relation to defective products, +nor any material product returns from our customers. + + + + 84 + + + + + + + +MARKETING + + + +We +implement a number of marketing and promotion measures to source new customers. Our new customers are primarily referrals from our existing +customers which, in our view, is a reflection of their satisfaction with our services. We also utilize our business network for introductions +to new partners and customers. Our strategy is to fully understand our customers product and services requirements and work together +to achieve their needs in a cost-effective way. Our marketing activities also involve creating seasonal sales tools to demonstrate our +capabilities, as well as inspire our customers with trend infographics and an in-house collection demonstrating our technical ability +and designs. We use these during face-to-face meetings, to allow our customer to understand our latest design collections and significantly +enhance customer experience with us. + + + +Our +marketing strategy encompasses a mix of digital and traditional channels: + + + +Digital +Marketing + + + +We +actively engage with environmentally conscious consumers through targeted digital marketing campaigns. Our approach utilizes data-driven +strategies to identify and reach audiences who prioritize sustainability in their purchasing decisions. This alignment with consumer +values is crucial in today s market, where ethical consumption is increasingly important. These campaigns leverage the power of +social media, strategic influencer partnerships, and compelling content marketing initiatives. + + + +Strategic +influencer partnerships play a vital role in our digital marketing strategy. We work closely with influencers who genuinely align with +our core brand values, ensuring that their endorsements resonate with their audiences. This authenticity enhances trust and credibility. + + + +Compelling +content marketing initiatives are central to our digital strategy. We focus on producing articles, videos, and infographics that educate +consumers about sustainable fashion practices and the importance of eco-friendly materials. Positioning ourselves as a thought leaders, +we are able to engage with consumers while also promote our brand. + + + +E-commerce + + + +We +are committed to expanding our online presence and accessibility which includes optimizing our website for an enhanced user experience +and forging strategic partnerships with established online retailers. We collaborate with recognized e-commerce platforms, which +increases our brand exposure and credibility among consumers who prefer shopping on familiar sites. By tapping into the existing customer +bases of these retailers, we can reach new audiences and expand our market presence more rapidly. Partnerships often provide valuable +data insights that help us understand consumer behavior and preferences, allowing us to refine its marketing strategies. + + + +Retail +Partnerships + + + +We +collaborate with key retail partners to showcase its sustainable collections to a wider audience, expanding our market reach and brand +visibility. Retail partnerships enable us to showcase products in high-traffic locations, significantly enhancing brand visibility among +potential customers. + + + +Events +and Trade Shows + + + +We +actively participate in prominent industry events and trade shows. These events provide a valuable platform to highlight our latest innovations, +underscore our commitment to sustainability, and connect with key stakeholders. + + + +SEASONALITY + + + +The +apparel market is characterized by seasonality, with dynamic shifts in trends and consumer preferences that vary throughout the year. +Typically, apparel sales peak from August to December, driven by climatic factors and numerous online sales events that occur during +this period. For the years ended March 31, 2025, and 2024, the aggregate sales generated during these months accounted +for approximately 46% and 42% of our total revenue, respectively. + + + +COMPETITION + + + +The +industry in which we operate is large, fragmented and highly competitive. We face fierce competition among service providers in terms +of the product design, price, quality control and delivery of products. Our competitors include other apparel service providers and one-stop +garment manufacturers who also provides apparel solutions services to customers in Australia and North and South America. + + + +While +the market is fragmented, many of our direct competitors operate at a larger scale and have substantially greater resources than us. +Access to offshore manufacturing and the growth of e-commerce have made it easier for new companies to enter the markets in which we +compete, further increasing competition in the already competitive apparel industry. + + + + 85 + + + + + + + + + +Despite +the intense competition, we believe our provision of integrated supply chain solutions and value-added services places us in a strong +position. Our focus on sustainable practices, innovative materials and products, and collaborative partnerships with core customers allows +us to successfully compete in the industry. + + + +INTELLECTUAL +PROPERTY + + + +Through +D&J Ganzhou and Rocksolid, our Subsidiaries, we own and maintain the following registered trademarks, patents, and +some of our major domains: + + + +Trademarks + + + + + + + Trademark + + Place + of Registration + + Registration + No. + + Class + + Date + of Expiry + + + 1. + + DOUBLE + CRAZY + + The + PRC + + 12811021 + + 25 + + 27 + October 2034 + + + 2. + + DOUBLE + CRAZY + + Australia + + 1804511 + + 25 + + 24 + October 2026 + + + 3. + + Da + Jade + + Australia + + 1860402 + + 25 + + 20 + July 2027 + + + 4. + + AmDiva + + Australia + + 1860403 + + 25 + + 20 + July 2027 + + + 5. + + Luxewave + + Australia + + 1860404 + + 25 + + 20 + July 2027 + + + 6. + + DOUBLE + CRAZY + + The + United States of America + + 6401167 + + 25 + + Subject + to renewal in accordance with applicable law + + + + +Patents + + + + + + + Title + + Type + + Place + of Registration + + Registration + No. + + Date + of Expiry + + + 1. + + An + automated surface cleaning device for clothing cleaning ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845523.7 + + 20 + May 2030 + + + + + + + + + + + + + + + + 2. + + An + automated sewing machine for clothing production ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845546.8 + + 20 + May 2030 + + + + + + + + + + + + + + + + 3. + + An + intelligent clothing inventory counter with cloud computing ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845584.3 + + 20 + May 2030 + + + + + + + + + + + + + + + + 4. + + An + intelligent automated fabric cutting machine ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845585.8 + + 20 + May 2030 + + + + + + + + + + + + + + + + 5. + + A + self-service ordering device based on big data clothing sample display ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845604.7 + + 20 + May 2030 + + + + + 86 + + + + + + + + + 6. + + An + intelligent automated assembly line workbench for clothing production ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845825.4 + + 20 + May 2030 + + + + + + + + + + + + + + + + 7. + + An + intelligent multifunctional workbench for clothing design ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845843.2 + + 20 + May 2030 + + + + + + + + + + + + + + + + 8. + + An + intelligent cutting device for clothing production ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2020 2 0845844.7 + + 20 + May 2030 + + + + + + + + + + + + + + + 9. + + A + device for producing and transporting garments ( ) + + + + + Utility + Patent + + The + People s Republic of China + + ZL + 2024 2 1994105.9 + + 16 + August 2034 + + + + + + + + + + + + + + + + 10. + + A + dress hanger ( ) + + Utility + Patent + + The + People s Republic of China + + ZL + 2024 2 2153892.0 + + 3 September 2034 + + + + + + + + + + + + + + + + 11. + + A + precise and fast pattern making system and method for mass production of clothing design + ( ) + + + + + Invention + Patent + + The + People s Republic of China + + ZL + 2021 1 1449237.4 + + 1 + December 2041 + + + + + +Domain +Names + + + + + + + Internet + Domain Name + + Date + of Expiry + + + 1. + + dnj99.com + + 05-05-2026 + + + 2. + + dnj99.net + + 05-05-2026 + + + 3. + + dnjfashion.com + + 16-05-2027 + + + 4. + + dnjfashion.net + + 18-06-2028 + + + 5. + + dnjfashion.shop + + 13-06-2026 + + + 6. + + dnjfashion.store + + 24-05-2026 + + + 7. + + dnjgarment.com + + 16-05-2027 + + + 8. + + dnjsourcing.com + + 24-07-2026 + + + 9. + + doublecrazy.cc + + 10-01-2026 + + + 10. + + doublecrazy.com + + 21-08-2028 + + + 11. + + doublecrazy.link + + 15-10-2026 + + + 12. + + doublecrazy.net + + 15-10-2026 + + + 13. + + doublecrazy.online + + 10-01-2026 + + + 14. + + doublecrazy.shop + + 15-10-2026 + + + 15. + + doublecrazy.store + + 15-10-2026 + + + 16. + + doublecrazy.top + + 10-01-2026 + + + 17. + + doublecrazy.xyz + + 20-01-2026 + + + 18. + + doublecrazyshop.com + + 21-01-2026 + + + 19. + + doublecrazystore.com + + 27-08-2027 + + + 20. + + fruitdye.net + + 20-06-2026 + + + 21. + + fruitdye.online + + 20-06-2026 + + + 22. + + fruitdye.store + + 20-06-2026 + + + 23. + + fruitdye.top + + 20-06-2026 + + + 24. + + fruitdye.xyz + + 20-06-2026 + + + 25. + + fruitdyetech.com + + 20-06-2026 + + + 26. + + fruitdye-tech.com + + 20-06-2026 + + + 27. + + fruitdyetech.fashion + + 20-06-2026 + + + 28. + + fruitdye-tech.fashion + + 20-06-2026 + + + 29. + + fruitdyetech.net + + 20-06-2026 + + + 30. + + fruitdye-tech.net + + 20-06-2026 + + + 31. + + fruitdyetech.online + + 20-06-2026 + + + 32. + + fruitdye-tech.online + + 20-06-2026 + + + 33. + + fruitdyetech.store + + 20-06-2026 + + + 34. + + fruitdye-tech.store + + 20-06-2026 + + + 35. + + fruitdyetech.top + + 20-06-2026 + + + 36. + + fruitdye-tech.top + + 20-06-2026 + + + 37. + + fruitdyetech.xyz + + 20-06-2026 + + + 38. + + fruitdye-tech.xyz + + 20-06-2026 + + + 39. + + luxewave.cc + + 29-07-2028 + + + 40. + + luxewave.group + + 29-07-2028 + + + 41. + + luxewave.net + + 29-07-2026 + + + 42. + + luxewave.top + + 29-07-2030 + + + 43. + + luxewave.vip + + 29-07-2026 + + + 44. + + luxewavewholesale.com + + 29-07-2028 + + + 45. + + riverstone.top + + 15-01-2026 + + + 46. + + senyaolvmu.com + + 21-02-2027 + + + 47. + + wedress.co + + 29-12-2026 + + + 48. + + wedress.group + + 29-12-2026 + + + 49. + + wedress.shop + + 20-06-2026 + + + + + +Our +trademarks serve to protect our brand and distinguish our products in the marketplace, while our patents safeguard our innovative designs +and technologies, providing us with a competitive edge. Additionally, the domain names we own are crucial for our online presence, allowing +us to effectively engage with customers and enhance our digital footprint. + + + +We +have licensed six (6) trademarks and nine (9) patents to one of our suppliers. Under the licensing agreement, the supplier pays us a +monthly royalty that amounts to 18% of the revenue generated from the sale of products by the licensee using the brand names of the Group s +trademarks on third-party online platforms or any offline sales channels, which provides us with a steady revenue stream. + + + +INSURANCE + + + +We +are confident that our insurance coverage effectively addresses the risks associated with our operations, taking into account the size +and nature of our business. Our insurance portfolio includes essential protections such as short-term export trade credit insurance, +pension insurance, medical insurance, unemployment insurance, industrial injury insurance and maternity insurance. + + + + 87 + + + + + + + +We +believe that this coverage is in line with industry standards, providing us with the necessary safeguards to operate smoothly. To ensure +that our policies remain comprehensive and adequate, we regularly review our insurance coverage. This ongoing evaluation allows us to +assess the scope of our protection and make necessary adjustments to meet any emerging risks or changes in our operational environment. + + + +FACILITIES + + + +We +do not own any real property but lease the following properties: + + + + + Lessee + + Location + + Tenure + + Approximate + Gross + + Floor Area (sq m) + + Lessor + + Usage + by our Group + + + D&J + Garment (Ganzhou) Co., Ltd. + + Tianmeng + Industrial Park, Zhishan Road, Shang ou Industrial Zone, Gongjiang Town, Yudu County, Ganzhou City, Jiangxi Province, PRC + + 1 + December 2023 to 30 November 2033 + + 13279.25 + + Yudu + County Yuying Asset Management Co., Ltd. + + Used + for the Production and office of D&J Ganzhou + + + D&J + Garment (Ganzhou) Co., Ltd. + + Tianmeng + Industrial Park, Zhishan Road, Shang ou Industrial Zone, Gongjiang Town, Yudu County, Ganzhou City, Jiangxi Province, PRC + + 1 + December 2023 to 30 November 2033 + + 2092.96 + + Yudu + County Yuying Asset Management Co., Ltd. + + Used + for the staff quarters of D&J Ganzhou + + + D&J + Garment (Ganzhou) Co., Ltd. + + 1st + to 5th floors, self-composed, No. 6 Industrial Building, No. 895, Yanyuan Avenue, Shiji Town, Panyu District, Guangzhou, PRC + + 1 + November 2024 to 31 October 2034 + + 3755 + + Huayao + (Guangzhou) Enterprise Management Co., Ltd. + + Used + for the office of D&J Ganzhou - Guangzhou Branch + + + WeDress + Inc. + + New + Mart Building, 127 East 9th St., + #1006 Los Angeles, California 90015, USA + + March + 1, 2025, to February 28, 2027 + + 130 + + Ben + Eisenberg Properties-New Mart Bldg., Inc. + + Used + for the office of WeDress U.S. + + + D + & J Industries (Hong Kong) Company Limited + + Room + 4, 23/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kln, Hong Kong + + 16 + November 2023 to 15 November 2025 + + 103 + + ULTIMATE + TREASURE LIMITED + + Used + for the office of D&J + + WEDRESS MEXICO S. de R.L. de + C.V. + + NICOLAS BRAVO + 180, LOCAL 7, ZAPOTLANEJO, JALISCO, MEXICO + + 15 August + 2025 to 14 August 2026 + + 250 + + C. RODOLFO + LOMAS MU OZ + + Used for + the office and warehouse of WeDress Mexico + + + WEDRESS MEXICO S. de R.L. de C.V. + + Calle Morelos 1746, apartment + 105, 1/F., Guadalajara, Jalisco, Mexico + + 21 October 2025 to 20 + October 2026 + + 30 + + OCTAVIO URREA OBREG N + + Used for the staff quarters + of WeDress Mexico + + WeDress + Pty Ltd + + Level + 1, 5 George Street North Strathfield, NSW 2137, Australia + + Rolling + month to month + + Co-working + space + + WOTSO + North Strathfield + + Used + for the office of WeDress Pty Ltd + + + + +We +believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional +space will be available on commercially reasonable terms to accommodate any expansion of our operations. + + + +EMPLOYEES + + + +As +of November 30, 2025, excluding the three Independent Non-Executive Directors, we employed a total number of 140 full-time employees, +4 of whom are based in Hong Kong and 127 of whom are based in the PRC. Our employees are employed in the areas of human resources +and administration, management, AI engineering, accounting, sales, product design and development, sourcing, and logistics, as well as +quality control. The remuneration package offered to our employees generally includes basic salary, bonuses and cash allowances or subsidies. +We have not experienced material labor disputes or major violations of +laws and regulations in regard to the social insurance premiums and housing provident funds in +the past. + + + + 88 + + + + + + + +Employees + + + +The +following table sets forth a breakdown of our employees by functions and geographical locations as of November 30, 2025: + + + + + + + Hong + Kong + + China + + Australia + + Mexico + + UK + + U.S. + + Total + + + Management + + 5 + (including 2 INED nominees) + + 1 + + 2 + + + + (1 + INED nominee) + + + + 9 + (including 3 INED nominees) + + + Finance + + + + 6 + + + + + + + + + + 6 + + + AI + & IT + + + + 3 + + 1 + + + + + + + + 4 + + + Human + Resources + + + + 6 + + + + + + + + + + 6 + + + Design + + 1 + + 25 + + + + + + + + + + 26 + + + Sales + and Marketing + + + + 20 + + 2 + + 2 + + + + 2 + + 26 + + + Production + + + + 66 + + + + + + + + + + 66 + + + Total + + 6 + + 127 + + 5 + + 2 + + 1 + + 2 + + 143 + + + + +LEGAL +PROCEEDINGS + + + +As +of the date of this prospectus, we and our Subsidiaries are not a party to, and we are not aware of any threat of, any legal proceeding +that, in the opinion of our management, is likely to have a material adverse effect on our or our Subsidiaries business, financial +condition or operations. + + + +From +time to time, we may become involved in legal proceedings arising in the ordinary course of business. Other than the civil proceeding +mentioned above, we are not involved in any litigation, arbitration or claim of material importance, nor any material impact non-compliance +incidents or systemic non-compliance incidents in respect of applicable laws and regulations. + + + +REGULATORY +ENVIRONMENT + + + +This +section sets forth a summary of the material laws and regulations that affect our Subsidiaries business and operations in Hong +Kong and the PRC. Information contained in this section should not be construed as a comprehensive summary nor a detailed analysis of +laws and regulations applicable to the business and operations of our Subsidiaries. This overview is provided as general information +only and is not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of +the laws and regulations of Hong Kong and the PRC on our business and operations. + + + +PRC +Laws and Regulations + + + +A +summary of the laws and regulations which are material to our Subsidiaries operations in the fast fashion supply chain management +services industry in the PRC are as follows: Laws and Regulations Relating to Foreign Investment The establishment, operation, and management +of corporate entities in the PRC are governed by the Company Law of the PRC (the "PRC Company Law"). The PRC Company Law +generally governs two types of companies: limited liability companies and joint stock limited companies. Both types of companies have +the status of legal persons, and the liability of shareholders of a limited liability company and a joint stock limited company is limited +to the amount of registered capital they have contributed. The PRC Company Law shall also apply to foreign-invested companies. Where +laws on foreign investment have other stipulations, such stipulations shall apply. + + + +Laws +and Regulations Relating to Foreign Investment + + + +The +establishment procedures, approval procedures, registered capital requirements, foreign exchange matters, accounting practices, taxation, +and labor matters of our Subsidiaries in the PRC are regulated by the Foreign-invested Enterprise Law of the PRC (the "FIE Law") +and the Regulations for the Implementation of the Foreign-invested Enterprise Law of the PRC. Investment in the PRC conducted by foreign +investors and foreign-owned enterprises shall comply with the Special Management Measures (Negative List) for the Access of Foreign Investment +(the "Negative List"). The Negative List contains specific provisions guiding market access of foreign capital, stipulating +in detail the areas of entry pertaining to the categories of encouraged foreign-invested industries, restricted foreign-invested industries +and prohibited foreign investment. Any industry not listed in the Negative List is a permitted industry. + + + + 89 + + + + + + + +Laws +and Regulations Relating to Labor + + + +Protection +Labor Contract. Pursuant to the Labor Law of the PRC, employers should enter into labor contracts with their employees. Wages +are to be paid according to the level of performance, and the policy of equal pay for equal work. Lowest wage protection and special +labor protection for female workers and juvenile workers shall be implemented. Employers are also required to pay for their employees +social insurance premiums and housing provident funds. These payments are made to local administrative authorities, and an employer who +fails to contribute may be fined and be ordered to make up for the outstanding contributions. + + + +The +Labor Contract Law of the PRC and the Implementation Rule of the Labor Contract Law of the PRC set out specific provisions in relation +to the execution, terms and the termination of an employment contract and the rights and obligations of the employees and employers. +At the time of hiring, an employer shall truthfully inform the employee as to the scope of work, working conditions, working place, occupational +hazards, work safety, salary, and other matters about which the employee requests to be informed about. + + + +Social +Insurance + + + +Employers +in the PRC are required to contribute, on behalf of their employees, to a number of social insurance funds, including funds for basic +pension insurance, for unemployment insurance, basic medical insurance, work-related injury insurance and maternity insurance. If an +employer does not pay the full amount of social insurance premiums as scheduled, the social insurance premium collection institution +shall order it to make the payment or make up the difference within the stipulated time period and impose a daily fine equivalent to +0.05% of the overdue payment from the date on which the payment is overdue. If the payment is not made within the stipulated period, +the relevant administration department shall impose a fine ranging from one to three times of the overdue payment. + + + +The +various laws and regulations that govern employers obligation to contribute to the social security funds include the Social Insurance +Laws of the PRC, the Interim Regulation on the Collection and Payment of Social Insurance Premiums, the Decision of the State Council +on Establishing a Unified System of the Basic Pension Insurance for Enterprise Employees, the Circular on Relevant Issues concerning +the Improvement of the Basic Pension Insurance Policy for Urban Employees, the Regulation on Work-related Injury Insurance, the Regulation +on Unemployment Insurance, the Decision of the State Council on Establishing the Basic Medical Insurance System for Urban Employees, +the Circular on the Issuance of Provisions on the Administration of Basic Medical Insurance for Urban Employees, and the Trial Measures +on Maternity Insurance for Enterprise Employees. + + + +Laws +and Regulations Relating to Intellectual Property Rights + + + +Pursuant +to the Trademark Law of the PRC (the "Trademark Law"), the right to exclusive use of a registered trademark shall be limited +to trademarks which have been registered and to goods for which the use of trademark has been permitted. The period of validity of a +registered trademark shall be ten years, counted from the day the registration is made. According to the Trademark Law, (i) using a trademark +that is identical to a registered trademark on the same goods without the authorization of the owner of the registered trademark; (ii) +using a trademark that is similar to a registered trademark on the same goods or (iii) using a trademark that is identical with or similar +to a registered trademark on similar goods without the authorization of the owner of the registered trademark, which is likely to cause +confusion, shall be deemed to constitute an infringement of the exclusive right to use a registered trademark. The infringer shall, in +accordance with the regulations, undertake to cease the infringement, take remedial action, and pay damages. + + + +Laws +and Regulations Relating to Foreign Exchange + + + +Foreign +Currency Exchange. The principal regulation governing foreign currency exchange in the PRC is the Regulation of the PRC +for the Control of Foreign Exchange (the "Foreign Exchange Regulation"). Under the regulation, RMB are freely convertible +for payments of current account items, such as trade and service-related foreign exchange transactions and dividend payments, but are +not freely convertible for capital expenditure, such as direct investment, loans, or investments in securities, outside the PRC unless +the approval of the State Administration of Foreign Exchange (the "SAFE") or its local counterpart is obtained in advance. + + + +According +to the Notice on Further Improving and Adjusting Management Policies on Foreign Exchange of Direct Investment, in relation to direct +foreign investments in the PRC, foreign investors are no longer required to obtain approval from the SAFE to re-invest in the PRC by +using income legally generated from the PRC. No approval from the SAFE is required for opening the foreign exchange accounts, payment +into certain accounts, settlement of the foreign exchange and for the purchase and external payment of foreign exchange. Also, the transfer +of foreign exchange in the PRC under a direct investment account is no longer subject to approval by the SAFE. In addition, the foreign-invested +enterprises are permitted to remit funds to their offshore parent companies. + + + + 90 + + + + + + + +According +to the Notice on Further Simplifying and Improving the Policies of Foreign Exchange Administration Applicable to Direct Investment, verification, +and approval of foreign exchange registration under domestic direct investment is abolished. The banks shall, in accordance with relevant +guidance, directly examine and handle foreign exchange registration under domestic direct investment. Relevant entities may, at their +discretion, choose the banks in their respective places of registration to go through foreign exchange registration of direct investment, +and may handle subsequent formalities for opening relevant accounts, fund exchange and other services (including the outflow or inflow +of profits and dividends) under direct investment only after foreign exchange registration of direct investment is completed. + + + +Dividend +Distribution + + + +The principal laws and regulations +governing dividend distribution of foreign holding companies include the PRC Company Law, and its implementation rules. Under +these laws and regulations, enterprises in the PRC may pay dividends only out of their after-tax profits, if any, determined in accordance +with PRC accounting standards and regulations. In addition, enterprises in the PRC must allocate at least 10% of their accumulated profits +after tax each year, if any, to fund certain reserve funds unless these accumulated reserves have reached 50% of their registered capital. +These reserves are not distributable as cash dividends. + + + +Laws +and Regulations Relating to Taxation in the PRC + + + +Enterprise +Income Tax. Pursuant to the Enterprise Income Tax Law of the PRC (the "EIT Law"), the income tax rate for +both resident enterprises and foreign-invested enterprises is 25% commencing from January 1, 2008 (with certain exceptions for qualified +foreign-invested enterprises). In order to clarify certain provisions in the EIT Law, the State Council promulgated the Implementation +Rules of the Enterprise Income Tax Law of the PRC (the "EIT Implementation Rules"). Pursuant to the EIT Law and the EIT Implementation +Rules, non-resident enterprises which have not established agencies or offices in the PRC, or which have established agencies or offices +in the PRC but whose income has no association with such agencies or offices, shall pay enterprise income tax on their income earned +from inside the PRC, and such income of nonresident enterprises for which the payer thereof shall be the withholding agent, shall be +taxed at the reduced rate of 10% and shall be withheld at the source. + + + +Withholding +income tax and international tax treaties. Pursuant to the EIT Law and the EIT Law Implementation Rules, dividends generated +after January 1, 2008, and payable by a foreign-invested enterprise in PRC to its foreign investors are subject to a 10% withholding +tax, unless any such foreign investor s jurisdiction of registration and incorporation has entered into a tax agreement with PRC +which provides a different withholding tax arrangement. + + + +Pursuant +to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for Avoidance of Double Taxation and Prevention +of Tax Evasion, the applicable withholding income tax rate for any dividends declared by a Chinese company is 5% for a shareholder being +a Hong Kong resident holding at least 25% interest in its registered capital, or 10% for a shareholder being a Hong Kong resident holding +less than 25% interest in its registered capital. + + + +According to the Administrative +Measures for Convention Treatment for Non-resident Taxpayers, any non-resident taxpayer meeting conditions for enjoying the convention +treatment may be entitled to the convention treatment when filing a tax return or making a withholding declaration through a withholding +agent, subject to the subsequent administration by the tax authorities. The term "non-resident taxpayers" refers to the taxpayers +other than the PRC tax residents under the Provisions of domestic tax laws or conventions on the avoidance of double taxation signed by +the government of the People s Republic of China with foreign countries (including the tax arrangements signed with Hong Kong and +Macau (hereinafter collectively referred to as the "Tax Conventions") (including non-resident enterprises and non-resident +individuals). The convention treatment means the deduction of or exemption from the enterprise income tax or individual income tax obligations +required by the provisions of PRC tax laws, under the tax conventions or tax clauses of conventions on aviation, sea transportation, and +automobile transportation, as well as the agreements or exchanges of letters on the mutual-exemption from tax on income from international +transportation, signed by the People s Republic of China with foreign countries, including the Arrangement between Mainland China +and the Hong Kong Special Administrative Region for Avoidance of Double Taxation and Prevention of Tax Evasion. + + + + 91 + + + + + + + +According +to the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities +determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily +tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Pursuant to the Announcement of the State Administration +of Taxation on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, when the withholding agent enters +into a business contract with a non-resident enterprise in relation to income derived from or accruing in the PRC, where the non-resident +enterprise has no office or premises established in the PRC or the income derived or accrued has no de facto relationship with the office +or premises established, if the contract stipulates that the withholding agent shall bear the tax payable amount, the tax-exclusive income +amount derived by the non-resident enterprise shall be converted to a tax-inclusive income amount and the tax withheld shall be turned +over. Where the income subject to withholding at source derived by a non-resident enterprise is equity investment income such as dividends +and bonuses, the date of occurrence of withholding obligation for the relevant tax payable amount shall be the date of actual payment +of equity investment income such as dividends and bonuses. + + + +Hong +Kong Laws and Regulations + + + +Hong +Kong Regulations Related to Services Providers + + + +Business +registration requirement + + + +The +Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application +to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue +must register each business for which a business registration application is made and as soon as practicable after the prescribed business +registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant +business or the relevant branch, as the case may be. + + + +As +of the date of this prospectus, D&J, Marvel and Ka Yee hold valid business registration certificates. + + + +Regulations +related to employment and labor protection. + + + +Employment +Ordinance (Chapter 57 of the Laws of Hong Kong) + + + +The +Employment Ordinance (Chapter 57 of the Laws of Hong Kong), or the EO, is an ordinance enacted for, amongst other things, the protection +of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee +is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity +protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service +payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period +of employment. + + + +As +of the date of this prospectus, D&J, Marvel and Ka Yee have complied with the provisions under the EO. + + + +Employees +Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) + + + +The +Employees Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO, is an ordinance enacted for the purpose of +providing for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall +employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer +for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. +According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 per event if a company has no more +than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and +imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance +in a conspicuous place on each of its premises where any employee is employed. + + + +As +of the date of this prospectus, employee compensation insurance has been obtained for all employees of D&J, Marvel and Ka Yee. + + + + 92 + + + + + + + +Mandatory +Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) + + + +The +Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), or the MPFSO, is an ordinance enacted for the purposes +of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every +employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes +a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and +their employees to contribute 5% of the employee s relevant income to the MPF Scheme. Any employer who contravenes this requirement +commits a criminal offence and is liable on conviction to a fine and imprisonment. + + + +As +of the date of this prospectus, the Company believes it has made all contributions required under the MPFSO. + + + +Regulations +related to Personal Data + + + +Personal +Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) + + + +The +Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO, imposes a statutory duty on data users to comply +with the requirements of the six data protection principles (the "Data Protection Principles") contained in Schedule 1 to +the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle +unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are: + + + + + + + Principle + 1 — purpose and manner of collection of personal data; + + + + + + + + + + Principle + 2 — accuracy and duration of retention of personal data; + + + + + + + + + + Principle + 3 — use of personal data; + + + + + + + + + + Principle + 4 — security of personal data; + + + + + + + + + + Principle + 5 — information to be generally available; and + + + + + + + + + + Principle + 6 — access to personal data. + + + + +Non-compliance +with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the "Privacy Commissioner"). +The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution +actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment. + + + +The +PDPO also gives data subjects certain rights, inter alia: + + + + + + + if + the data user holds such data, to be supplied with a copy of such data; and + + + + + + + + + + the + right to request correction of any data they consider to be inaccurate. + + + + +The +PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance +with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user s consent. +An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal +data may seek compensation from the data user concerned. + + + +As +of the date of this prospectus D&J, Marvel and Ka Yee are in compliance with the provisions of the PDPO. + + + +BVI +Data Protection Laws + + + +Data +Protection Act, 2021 of the BVI + + + +We +have certain data protection duties under the BVI Data Protection Act, 2021 (the "DPA"). + + + +Privacy +Notice + + + +This +privacy notice puts our shareholders on notice that through your investment you will be required to provide us with certain personal +information which constitutes personal data within the meaning of the DPA. + + + + 93 + + + + + + + +Investor +Data + + + +We +will collect, process, use, disclose, retain, and secure personal data only to the extent necessary and for lawful purposes to the extent +legitimately required to conduct our activities of on an ongoing basis, in order to protect the vital interests of shareholders, as data +subjects, for the administration of justice or to comply with legal and regulatory obligations to which we are subject. We will only +transfer personal data in accordance with the requirements of the DPA and will apply appropriate technical and organizational information +security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, +destruction, or damage to the personal data. + + + +In +our use of this personal data, we will be characterized as a "data controller" for the purposes of the DPA, while our affiliates +and service providers who may receive this personal data from us in the conduct of our activities may either act as our "data processors" +for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to +us. + + + +We +may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating +to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact +details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence +records, passport number, bank account details, source of funds details and details relating to the shareholder s investment activity. + + + +Who +this Affects + + + +If +you are a natural person, this will affect you directly. If you are a corporate shareholder (including, for these purposes, legal arrangements +such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in +relation your investment in us, this will be relevant for those individuals, and you should transmit the content of this privacy notice +to such individuals or otherwise advise them of its content. + + + +How +We May Use a Shareholder s Personal Data + + + +We +may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary +for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and +regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or +(iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental +rights or freedoms. + + + +Should +we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will +contact you. + + + +Why +We May Transfer Your Personal Data + + + +In +certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the +relevant regulatory, tax and governmental authorities. They, in turn, may exchange this information with foreign authorities, including +tax authorities. + + + +We +anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain +entities located outside the US, the BVI or the European Economic Area), who will process your personal data on our behalf. + + + +The +Data Protection Measures We Take + + + +Any +transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the BVI shall be in accordance with the +requirements of the DPA. + + + +We +and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures +designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage +to, personal data. + + + +We +shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms +or those data subjects to whom the relevant personal data relates. + + + +You +have the right to request access to, and correction of, your personal data which we hold which can be exercised by contacting the Company +as set out below. + + + + 94 + + + + + + + +Contacting +the Company + + + +For +further information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights +listed above, please contact us through our website at www.dnjfashion.com or through phone number +852-2342 3101. + + + +MANAGEMENT + + + +Our +Board of Directors is the primary decision-making body of our Company, setting fundamental business strategies and policies for the management +and operation of our Subsidiaries business and monitoring their implementation. + + + +Our +Board of Directors currently consists of five directors, comprising two Directors and three independent non-executive Directors. The +following table sets forth the names, ages, and titles of our directors, executive officers, and senior management/key personnel: + + + + + Name + + Age + + Title + + + + + + + + + + Executive + Officers and Directors: + + + + + + + + + + + + + + Tang + Siu Wan (Wendy) + + 58 + + Chairlady, + Director, and Chief Executive Officer + + + Wong + Kang Bor Alex + + 52 + + Chief + Financial Officer + + + Wong + Wai Hei (David) + + James + Reginald Hart + + + 31 + + 60 + + + Executive + Director + + Chief + Sustainability Officer + + + + + + + + + + Independent + Non-executive Directors: + + + + + + + + + + + + + + Chu + On Shing Jeffrey + + 48 + + Independent + Non-executive Director + + + Lau + Chun Pong (Wilson) + + 52 + + Independent + Non-executive Director + + + Wong + Man Hung Patrick + + 69 + + Independent + Non-executive Director + + + + +No +arrangement or understanding exists between any such director or officer and any other persons pursuant to which any director or executive +officer was elected as a director or executive officer. Our directors are elected annually and serve until their successors take office +or until their death, resignation, or removal. The executive officers serve at the pleasure of the Board of Directors. + + + +Executive +Officers and Directors: + + + +Tang +Siu Wan (Wendy), has served as our Chairlady of the board of directors, a Director, and Chief Executive Officer since January 2025. +Ms. Tang is primarily responsible for the strategic planning, business development, operational direction, and overall management of +our Group. Since September 2024 she served as the sole director of Cornerstone Holdings Limited, from September 2024 until June 2025 +she served as the sole director of Bedrock Holdings Limited, and from November 2024 until June 2025 served as the sole director of Deepmantle +Holdings Limited. Ms. Tang has served as the sole director of Marvel since October 2020, Ka Yee since March 2019, and Rocksolid since +October 2024. Ms. Tang founded and has served as a director of D&J, our principal subsidiary, since August 2010. Ms. Tang also founded +and has served as a director of our subsidiary WeDress Australia in October 2020. Ms. Tang has also served as the sole director of our +subsidiaries WeDress UK and WeDress Mexico since June 2024 and November 2024, respectively. Ms. Tang has over 15 years of experience +in the fashion garment industry. It was under her leadership and direction that our group transitioned from a traditional fashion garment +service provider into a fast fashion supply chain management services provider. Ms. Tang received a Graduate Certificate +in Education from Guangdong Maoming Normal College in 1990, a Certificate in Online Marketing from Shanren Education Internet +Marketing in 2015 and a Certificate in Management from Inamori Kazuo Yamiba Management in 2019 where she studied and subsequently implemented +the Amoeba Management System. + + + +Mr. +Wong Kang Bor Alex has served as our Chief Financial Officer since November 2024. Since December 2021 Mr. Wong has served as the +CFO (Advisory) for Ucollex International Company Limited where he was responsible for Web 3 Technology. From September 2020 until December +2021, he served as the Financial Controller for BBPOS Limited and from August 2019 until August 2020 he served as the Regional +Financial Controller for Vyaire Medical Group. Mr. Wong received a Bachelor of Science degree in Accounting from San Francisco State +University in 1997. + + + +Mr. +Wong Wai Hei (David) has served as our Director since January 2025 and is principally responsible for the management and business +development. Since April 2019 he has served as an Assistant Manager to D&J where he is responsible for sales and marketing. From +October 2019 until February 2025 he served as a Sales Executive for James International, from May 2020 until February 2025 he served +as a Director of Ying Ming Knitting Limited Garment Manufacturing where he was responsible for overall management of the company s +operations and from November 2021 until January 2023 he served as the General manager of Enlighten Garment Co. Ltd. Mr. Wong completed +a program in Fashion in 2016 at TAFE NSW Australia and a MBA program in 2022 at Brest Business School, PRC and received a Certificate +in Supply Chain Management in May 2024 from Jinan University, Guangdong, PRC. + + + + 95 + + + + + + + +Mr. +James Reginald Hart has served as our Chief Sustainability Officer since January 2025 and is principally responsible for our Group s +Environmental Social Governance (ESG) efforts, including ESG Planning and Compliance (reduction of waste footprint, research, sourcing, +and adoption of sustainable materials), investor relations and risk management. Since December 2019 he has served as the General Manager +of James International, where he is responsible for overseeing international offices and expansion and international customer relations. +Since August 2023 he has served as a Director of WeDress U.S. Mr. Hart received a Certificate in Cooking from William Angliss College +in 1981, a Certificate in Real Estate from Real Estate Education Training NSW in 2017, a Diploma in Social Media Marketing from +the Original Campus in 2024 and a Certificate in Environmental, Social and Governance Leadership from Edith Cowan University, Western +Australia in 2025. + + + +Independent +Non-Executive Directors + + + +Chu +On Shing Jeffrey (age 48) was appointed as an Independent Director effective upon the closing of this offering. Since October 2003, +he has served as the Strategic Consultant of Tian Ge Interactive Holdings Limited, since 2022 as the Strategic Consultant of Digiland +Limited, and since January 2021 as the Managing Director of JJJ Global Limited. From 2020 until 2023, he served as the Senior Advisor +of JD.com Inc. Universal Telecom International Holdings Limited is engaged in the business of international online trading; Tian Ge Interactive +Holdings Limited is engaged in the business of online broadcasting; Digiland Limited is engaged in the wholesale of consumer goods; JJJ +Global Limited is a consultancy company; and JD.com Inc. is engaged in the business of e-commerce. Mr. Chu received a Bachelor of +Science Degree in Psychology in 2001 from Acadia University, Nova Scotia, Canada. In 2003, he received a Master of Arts Degree in Commerce +from University of Queensland, Australia. + + + +Lau +Chun Pong (Wilson) (age 52) was appointed as an Independent Director effective upon the closing of this offering. Since December +2019, he has served as the Chief Financial Officer for Clifford Modern Living Holdings Limited, a property management firm. Mr. Lau received +a Bachelor of Arts Degree in Economics from the University of California at Los Angeles in 1997. + + + +Wong +Man Hung Patrick (age 69) was appointed as an Independent Director effective upon the closing of this offering. Since 2016 he has +served as the Chairman of King Wealth Group Limited, since March 2024 as the Chairman of Beyond Appraisal Limited and from December 2019 +until June 2020 as an Independent Non-Executive Director of Lion Group Holdings Ltd.; each of which entities are engaged in providing +financial services. In October 1982 he received a Diploma in Management from the Graduate School of Business, Columbia University, New +York and in January 1991 he received an MBA from University of East Asia, Macau. + + + +Key +Employee + + + +Chen +Xiuzhu has served as the Director of Human Resources & Administration since November 6, 2024, where she is responsible +for formulating and implementing the company s HR and administrative management strategies, covering organizational development, +talent acquisition, compensation and performance management, corporate culture, compliance, and administrative support to ensure efficient +operations and drive sustainable growth. She graduated from South China University of Technology with a Bachelor s Degree in Human +Resources Management and has more than 20 years of experience in administration and human resources, including working in state-owned +enterprises, foreign companies, and private enterprises. + + + + 96 + + + + + + + +Family +Relationships + + + +Ms. +Tang, the Chairlady, Chief Executive Officer, and a Director of the Company, is the mother of Wong Wai Hei (David), a Director of the +Company. Save as disclosed, none of our Directors, Director nominees or Executive Officers has a family relationship as defined in Item +401 of Regulation S-K. Ms. Tang is the de facto partner of James Reginald Hart. + + + +Board +diversity + + + +We +seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our Board, including +but not limited to gender, skills, age, professional experience, knowledge, cultural, education background, ethnicity, and length of +service. The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring +to our Board. + + + +Our +directors have a balanced mix of knowledge and skills. We will have three independent directors with different industry backgrounds, +representing a majority of the members of our board. + + + +We +recognize the importance and benefit of fostering and promoting diversity among board members and senior management and believe that +boards of directors should have diverse backgrounds and possess a variety of skills, qualifications, experience, and knowledge that complement +the attributes of other board members and enable them to contribute effectively to the board s oversight role. While we do not +have formal policies regarding board diversity requirements or for the representation of women on the board of directors or senior management, +the nominating and corporate governance committee and our senior executives will be expected to take gender and other diversity representation +into consideration as part of their overall recruitment and selection process. + + + +It +is expected that the composition of our board will in the future be shaped by the selection criteria to be established by the nominating +and corporate governance committee, which is expected to consider a variety of factors in addition to gender, race and ethnicity diversity +considerations, including a potential director s judgment, independence, business and educational background, stature, public service, +conflicts of interest, integrity, ethics, diversity considerations, as well as his or her ability and willingness to devote sufficient +time to serve on the our board. It is expected that diversity considerations also are taken into account with respect to senior management +positions, including seeking to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention +and training to ensure that our most talented employees are promoted from within the organization. + + + +In +accordance with Nasdaq s listing requirements with respect to diversity of boards of directors, foreign private issuers listing +on Nasdaq must have two diverse directors, or provide an explanation for not meeting such requirement, within two years for the date +of listing or December 31, 2026, whichever is later. Foreign private issuers can meet the diversity requirement with either two female +directors or one female director and one director who is an underrepresented individual based on national, racial, ethnic, indigenous, +cultural, religious, or linguistic identity in its home country or LGBTQ+. + + + +Committees +of the Board of Directors + + + +Our +Board of Directors has established an audit committee, a compensation committee, and a nomination committee, each of which will operate +pursuant to a charter adopted by our Board of Directors that will be effective upon the effectiveness of the registration statement of +which this prospectus is a part. The Board of Directors may also establish other committees from time to time to assist our Company and +the Board of Directors. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and +functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules +and regulations, if applicable. Upon our listing on Nasdaq, each committee s charter will be available on our website at http://www.dnjfashion.com. +The reference to our website address does not constitute incorporation by reference of the information contained at or available through +our website, and you should not consider it to be part of this prospectus. + + + +Audit +committee + + + +Lau +Chun Pong (Wilson), Chu On Shing Jeffrey and Wong Man Hung Patrick, all of whom are our independent non-executive Directors, will serve +on the audit committee, which will be chaired by Lau Chun Pong (Wilson). Our Board of Directors has determined that each are "independent" +for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial +and auditing matters to serve on the audit committee. Our Board of Directors has designated Lau Chun Pong (Wilson) as an "audit +committee financial expert," as defined under the applicable rules of the SEC. The audit committee s responsibilities include: + + + + + + + appointing, + approving the compensation of, and assessing the independence of our independent registered public accounting firm; + + + + + + + + + + pre-approving + auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public + accounting firm; + + + + + 97 + + + + + + + + + + + reviewing + the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing + our financial statements; + + + + + + + + + + reviewing + and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements + and related disclosures as well as critical accounting policies and practices used by us; + + + + + + + + + + coordinating + the oversight and reviewing the adequacy of our internal control over financial reporting; + + + + + + + + + + establishing + policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the + audit committee s review and discussions with management and our independent registered public accounting firm, whether our + audited financial statements shall be included in our Annual Report on Form 20-F; + + + + + + + + + + monitoring + the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial + statements and accounting matters; + + + + + + + + + + preparing + the audit committee report required by SEC rules to be included in our annual proxy statement; + + + + + + + + + + reviewing + all related person transactions for potential conflict of interest situations and approving all such transactions; and + + + + + + + + + + reviewing + earnings releases. + + + + +Compensation +committee + + + +Chu +On Shing Jeffrey, Lau Chun Pong (Wilson) and Wong Man Hung Patrick, all of whom are our independent non-executive Directors, will serve +on the compensation committee, which will be chaired by Chu On Shing Jeffrey. Our Board of Directors has determined that each such member +satisfies the "independence" requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation +committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our +directors and executive officers. Our Chief Executive Officer may not be present at any committee meeting during which their compensation +is deliberated upon. The compensation committee is responsible for, among other things: + + + + + + + evaluating + the performance of our Chief Executive Officer in light of our Company s corporate goals and objectives and based on such evaluation: + (i) recommending to the Board of Directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving + grants and awards to our Chief Executive Officer under equity-based plans; + + + + + + + + + + reviewing + and recommending to the Board of Directors the cash compensation of our other executive officers; + + + + + + + + + + reviewing + and establishing our overall management compensation, philosophy, and policy; + + + + + + + + + + overseeing + and administering our compensation and similar plans; + + + + + + + + + + reviewing + and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation + matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified + in the applicable Nasdaq rules; + + + + + + + + + + retaining + and approving the compensation of any compensation advisors; + + + + + + + + + + reviewing + and approving our policies and procedures for the grant of equity-based awards; + + + + + + + + + + reviewing + and recommending to the Board of Directors the compensation of our directors; and + + + + + + + + + + preparing + the compensation committee report required by SEC rules, if and when required. + + + + +Nomination +Committee + + + +Wong +Man Hung Patrick, Chu On Shing Jeffrey and Lau Chun Pong (Wilson), all of whom are our independent non-executive Directors, will serve +on the nomination committee, which will be chaired by Wong Man Hung Patrick. Our Board of Directors has determined that each such member +satisfies the "independence" requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The nominating +and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the +composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things: + + + + + + + recommending + nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; + + + + + + + + + + reviewing + annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, + experience, expertise, diversity, and availability of service to us; + + + + + + + + + + selecting + and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as + well as of the nominating and corporate governance committee itself; + + + + + 98 + + + + + + + + + + + developing, reviewing the + corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and + practice of corporate governance and our compliance with such laws and practices; + + + + + + + + + + monitoring compliance with + our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; + and + + + + + + + + + + evaluating the performance + and effectiveness of the board as a whole. + + + + +Code +of Conduct and Code of Ethics + + + +Prior +to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt a written code of business +conduct and ethics that applies to our directors, officers, and employees, including our Chief Executive Officer, Chief Financial Officer, +principal accounting officer or controller or persons performing similar functions. Following the effectiveness of the registration statement +of which this prospectus is a part, a current copy of this code will be posted on the Corporate Governance section of our website, which +is located at http://www.dnjfashion.com. The information on our website is deemed not to be incorporated in this prospectus or +to be a part of this prospectus. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or +the code of conduct for our directors, executive officers, and senior finance executives, on our website to the extent required by applicable +U.S. federal securities laws and the corporate governance rules of the Nasdaq Capital Market. + + + +While +we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background, reputation, +type, and length of business experience of our board members as well as a particular nominee s contributions to that mix. Our board +of directors believes that diversity promotes a variety of ideas, judgments, and considerations to the benefit of our Company and shareholders. + + + +On +August 6, 2021, the Securities and Exchange Commission approved a proposed rule from Nasdaq on diversity of boards of directors of companies +listed on Nasdaq. Under the rule as approved, "foreign private issuers" can meet the diversity requirement with either two +female directors or one female director and one director who is an underrepresented individual based on national, racial, ethnic, indigenous, +cultural, religious, or linguistic identity in its home country or LGBTQ+. Companies with five or fewer directors can meet the requirement +by having at least one director who meets the definition of "diverse" under the new rule. The requirements will become effective +from August 7, 2023. + + + +Foreign +Private Issuer Status + + + +The +Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such +as us, to follow "home country" corporate governance practices in lieu of the otherwise applicable corporate governance standards +of Nasdaq Markets. The application of such exceptions requires that we disclose each Nasdaq Markets corporate governance standard that +we do not follow and describe the BVI corporate governance practices we do follow in lieu of the relevant Nasdaq Markets corporate governance +standard. However, we currently follow the Nasdaq Markets corporate governance standards listed below with the exception of the independent +directors regularly scheduling meetings with only the independent directors present: + + + + + + + the majority independent + director requirement under Section 5605(b)(1) of the Nasdaq Marketplace Listing rules; + + + + + + + + + + the requirement under Section + 5605(d) of the Nasdaq Marketplace Listing Rules that a compensation committee comprised solely of independent directors governed + by a compensation committee charter oversee executive compensation; + + + + + + + + + + the requirement under Section + 5605(e) of the Nasdaq Marketplace Listing Rules that director nominees be selected or recommended for selection by either a majority + of the independent directors or a nominations committee comprised solely of independent directors; + + + + + + + + + + the Shareholder Approval + Requirements under Section 5635 of the Nasdaq Marketplace Listing Rules; and + + + + + + + + + + the requirement under Section + 5605(b)(2) of the Nasdaq Marketplace Listing Rules that the independent directors have regularly scheduled meetings with only the + independent directors present. + + + + + 99 + + + + + + + +Compensation + + + +The +following table summarizes all compensation received by our directors, our executive officers, and our key employees during the years +ended March 31, 2023, 2024 and 2025, + + + +Summary +Compensation Table + + + + + + Compensation Paid + + + Name and Principal Position + Year + Salary (HKD) + Bonus (HKD) + Other + Compensation (2) + (HKD) + + + + Tang Siu Wan (Wendy), CEO, + 2025 + 1,061,072 + - + - + + + Chairlady and Director + 2024 + 960,000 + - + - + + + + 2023 + 960,000 + + + + + + + + + + + + Wong Wai Hei (David), + 2025 + 336,000 + - + - + + + Director + 2024 + 336,000 + - + - + + + + 2023 + 392,000 + + + + + + + + + + + + Wong Kang Bor Alex, + 2025 + 240,000 + - + - + + + Chief Financial Officer + 2024 + - + - + - + + + + 2023 + + + + + + + + + + + + + James Reginald Hart, + 2025 + - + - + - + + + Chief Sustainability Officer + 2024 + - + - + - + + + + 2023 + + + + + + + + + + + + + Lau Chun Pong (Wilson), + 2025 + - + - + - + + + Independent Director (1) + 2024 + - + - + - + + + + 2023 + + + + + + + + + + + + + Wong Man Hung Patrick, + 2025 + - + - + - + + + Independent Director (1) + 2024 + - + - + - + + + + 2023 + + + + + + + + + + + + + Chu On Shing Jeffrey, + 2025 + - + - + - + + + Independent Director (1) + 2024 + - + - + - + + + + 2023 + + + + + + + + +(1) +Chu On Shing Jeffrey, Lau Chun Pong (Wilson) and Wong Man Hung Patrick were appointed as independent non-executive directors effective +with the closing on this offering. + + + +(2) +Other compensation includes sales commission, allowances, and any employer s contribution social security. + + + +Mandatory +Provident Fund + + + +The +Mandatory Provident Fund (the "MPF") is a compulsory saving scheme (pension fund) for the retirement of residents in Hong +Kong. Most employees and their employers are required to contribute monthly to mandatory provident fund schemes provided by approved +private organizations, according to their salaries and the period of employment. The Mandatory Provident Fund was implemented in December +2000 following the enactment of the Mandatory Provident Fund Schemes Ordinance on July 27, 1995. The MPF Schemes Authority (MPFA) is +charged with supervising the provision of MPF schemes – it registers schemes and ensures that approved trustees administer schemes +prudently, ensuring compliance including inspections, audits, and investigations. + + + +The +MPF system is mandatory for all employees in Hong Kong who have an employment contract of 60 days or more and also applies to self-employed +persons. Under the MPF, the choice of the scheme is the responsibility of the employer (for which the legislation defines three types): +(i) master trust scheme; (ii) employer sponsored scheme; or (iii) industry scheme. The scheme operates on the principle of fully funded +defined contributions into a privately managed plan fund contributed by employers and employees managed as a trust, which compartmentalizes +fund assets from those of the manager. Investment decisions are delegated to a trustee in the private sector. + + + +Our +Group implemented a MPF with a major international assurance company to provide retirement benefits for our eligible employees. All permanent +full-time are eligible to join the MPF. Eligible employees of the MPF and the employer s contributions to the MPF are both at 5% +of the eligible employee s monthly salary and are subject to a maximum mandatory contribution of HKD1,500 (US$192) monthly. + + + +Pursuant +to the relevant PRC regulations, the Group is required to make contributions for each employee, at rates based upon the employee s +standard salary base as determined by the local social security bureau, to a defined contribution retirement scheme organized by the +local social security bureau in respect of the retirement benefits for our Subsidiaries employees in the PRC. + + + + 100 + + + + + + + +The +contributions to the MPF are recognized as employee benefit expense when they are due and are charged to the consolidated statement of operations. The total contributions to the MPF were HKD92,100 and HKD91,200 respectively for each of the financial years +ended March 31, 2025, and 2024. + + + +Directors +Agreements + + + +Each +of our directors has entered into a Director s Agreement with the Company effective upon the registration statement of which this +prospectus forms a part becoming effective. The terms and conditions of such Directors Agreements are similar in all material +aspects. Each Director s Agreement is for an initial term of one year and will continue until the director s successor is +duly elected and qualified. Any Director s Agreement may be terminated for any or no reason by the director or at a meeting called +expressly for that purpose by a vote of the shareholders holding more than 50% of the Company s issued and outstanding Ordinary +Shares entitled to vote. + + + +Under +the Directors Agreements, the initial annual salary that is payable to each of our Non-Employee Directors is US$36,000. + + + +In +addition, our directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from +time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the Board +of Directors, provided that each director shall abstain from voting on any such resolution or resolutions relating to the grant of options +to that director. + + + +Other +than as disclosed above, none of our directors has entered into a service agreement with our Company or any of our Subsidiaries that +provides for benefits upon termination of employment. + + + +Employment +Agreements + + + +On +January 31, 2025, the Company entered into an employment agreement with Ms. Tang, pursuant to which Ms. Tang will serve as the Chief +Executive Officer of the Company in accordance with the following terms and provisions: (i) payment of a monthly salary of HK$80,000 +payable at the end of each month; and (ii) either party shall have the right to terminate the agreement by giving to the other party +not less than three months notice in writing. + + + +On +January 31, 2025, the Company entered into an employment agreement with Wong Wai Hei, pursuant to which Mr. Wong will serve as a Director +of the Company in accordance with the following terms and provisions: (i) payment of a monthly salary of HK$28,000 payable at the end +of each month; and (ii) such employment shall continue until terminated pursuant to the terms of the employment agreement which provides +that either party shall have the right to terminate the agreement by giving to the other party not less than three months notice +in writing. + + + +On +January 29, 2025, the Company entered into an employment agreement with James Reginald Hart pursuant to which Mr. Hart will serve as +the Company s Chief Sustainability Officer in accordance with the following terms and provisions: (i) payment of a monthly salary +of HK$28,327 payable at the end of each month; and (ii) such employment shall continue until terminated pursuant to the terms of the +employment agreement which provides that either party shall have the right to terminate the agreement by giving to the other party not +less than three months notice in writing. + + + +On +January 16, 2025, the Company entered into an employment agreement with Wong Kang Bor Alex, pursuant to which Mr. Wong will serve as +the Company s Chief Financial Officer in accordance with the following terms and provisions: (i) payment of a monthly salary of +HK$60,000 payable at the end of each month; and (ii) such employment shall continue until terminated pursuant to the terms of the employment +agreement which provides that either party shall have the right to terminate the agreement by giving to the other party not less than +three months notice in writing. + + + +Indemnification +Agreements + + + +We +have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify +our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made +by reason of their being a director or officer of our Company. + + + +Insofar +as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling +us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy +as expressed in the Securities Act and is therefore unenforceable. + + + +Consulting Agreements + + + +The Company has entered +into two Consulting Agreements with Bright Capital Asia Limited ("Bright Capital") to provide management and consulting +services, one dated May 2, 2024, for a fee of HK$940,000 and the other dated October 7, 2024, for a fee of HK$1,560,000. Bright Capital +was also issued 170,000 shares of the Company s common stock for nominal consideration. + + + + 101 + + + + + + + +PRINCIPAL +SHAREHOLDERS + + + +The +following table sets forth information regarding beneficial ownership of our shares by: + + + + + + + each person, or group of affiliated persons, known + by us to beneficially own more than 5% of our shares; + + + + + each of our named executive officers; + + + + + each of our directors; and + + + + + all of our current executive officers, directors as + a group. + + + + +Applicable +percentage ownership is based on 10,000,000 Ordinary Shares of our Company issued and outstanding as of the date of this prospectus +and, with respect to percent ownership after this offering, assumes no exercise of the underwriters over-allotment option. + + + +The +information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of +the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial +owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose +or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right +to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, +warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage +of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such +person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty +(60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the +right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage +may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe +that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown. + + + +Unless +otherwise noted below, the address of each person listed on the table is Room 2304, 23/F, Saxon Tower, No. 7 Cheung Shun Street, Lai +Chi Kok, Hong Kong. + + + + + + Shares + Beneficially Owned + Before + this Offering (1) (3) + + Shares + Beneficially Owned + after + this Offering (1) (3) + + + + Name + of Beneficial Owner + Number + Percentage + Number + Percentage + + + + + + + + + + Named + Executive Officers and Directors and Director Nominees: + + + + + + + Tang + Siu Wan (Wendy) (2) + 7,896,750 + 78.97% + 7,896,750 + 63.17% + + + Wong + Kang Bor Alex + 0 + 0% + 0 + 0% + + + Wong + Wai Hei (David) + 199,000 + 1.99% + 199,000 + 1.59% + + + James + Reginald Hart + 200,000 + 2.00% + 200,000 + 1.60% + + + Chu + On Shing Jeffrey + 0 + 0.00% + 0 + 0.00% + + + Lau + Chun Pong (Wilson) + 0 + 0.00% + 0 + 0.00% + + + Wong + Man Hung Patrick + 0 + 0.00% + 0 + 0.00% + + + All + executive officers and directors as a group (7 persons) + 8,295,750 + 82.96% + 8,295,750 + 66.37% + + + + + + + (1) + Based + on 10,000,000 Ordinary Shares issued and outstanding immediately prior to the offering and 2,500,000 Ordinary Shares to be + issued and outstanding immediately after the offering assuming the underwriter does not exercise the over-allotment option. + + + + + + + (2) + + + + + + + + + + Excludes + shares owned by Cornerstone Holdings Limited which is owned 40.08% by James Reginald Hart, + our Chief Sustainability Officer and de facto partner of Ms. Tang; 39.88% by Wong Wai Hei, + our Director and Ms. Tang s son; and 20.04% by Wong Cho Yan Joan, Ms. Tang s + daughter. + + + + + + + + + + + + + + + + + + + (3) + Assumes + that none of the Notes are converted into Ordinary Shares. + + + + + 102 + + + + + + + +RELATED +PARTY TRANSACTIONS + + + +Related +Parties + + + +We +have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and +all such transactions be approved by the committee. + + + +The +following is a list of related parties which the Group has transactions with: + + + + + No. + + Name + of Related Parties + + Relationship + with the Group + + + 1 + + Tang + Siu Wan + + Chairlady, + Chief Executive Officer, shareholder and director + + + 2 + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd. + + Entity + which the sister of Tang Siu Wan holds 90% equity interests + + + 3 + + Jiangmen + Guanxiong Knitting Co., Ltd. + + Entity + which the sister of Tang Siu Wan holds 40% equity interests + + + 4 + + Ying + Ming Knitting Limited + + Entity + of which the son of Tang Siu Wan is the sole shareholder and director + + + 5 + + WeDress + U.S. + + Entity + which the de facto partner of Tang Siu Wan is a director and on October 16, 2024, the Group acquired 100% equity interest of this + entity + + + 6 + + James + International Pty Ltd + + Entity + which the de facto partner of Tang Siu Wan is a general manager and which Tang Siu Wan holds 100% equity interests + + + + +Amounts +due from related parties + + + +Amounts +due from related parties consisted of the following for the periods indicated: + + + + + + As of + + November 30, 2025 + + As + of March 31, + + + + (unaudited) + 2025 + 2024 + 2023 + + + Gross + amount due from WeDress U.S. (1) + $- + $- + $90,312 + $8,289 + + + Provision + for credit losses + - + - + (5,419) + - + + + Net + amount due from WeDress U.S. + - + - + 84,893 + 8,289 + + + Tang + Siu Wan (2) + 3,137 + 169,869 + - + 604,378 + + + James + International Pty Ltd (3) + - + 75,627 + 75,183 + - + + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd. (4) + - + 44,516 + - + - + + + Total + $3,137 + $290,012 + $160,076 + $612,667 + + + + + + + (1) + The balance represented advanced + payment to WeDress U.S. amounted to $87,006 and rental deposit paid on behalf of WeDress U.S. amounted to $3,306 as of March 31, + 2024, and represented payment of rental deposit on behalf of the related party and advance to the related party as of March 31, 2023, + respectively. As of November 30, 2025, the balance remained as nil. + + + (2) + The balance represented interest-free + loan to Tang Siu Wan, which were due on demand. $166,732 has been collected in June 23, 2025. As of November 30, 2025, the balance + was $3,137 and expected to fully settle by end of 2025. + + + (3) + The balance represented the + receivables James International Pty Ltd collected on behalf of the Group. As of November 30, 2025, the balance was nil. + + + (4) + The balance represented the + receivables Zhuoya Supply Chain (Guangzhou) Co., Ltd. collected on behalf of the Group. As of November 30, 2025, the balance was + nil. + + + + + +Amounts +due to related parties + + + +Amount +due to related parties consisted of the following for the periods indicated: + + + + + + As + of + + November + 30, 2025 + + As + of March 31, + + + + (unaudited) + 2025 + 2024 + 2023 + + + Zhuoya Supply + Chain (Guangzhou) Co., Ltd. (1) + $4,966,888 + $1,818,798 + $1,403,187 + $- + + + Ying Ming Knitting Limited + (2) + - + 110,708 + 110,058 + 110,058 + + + Tang Siu Wan (3) + 7,841 + 7,841 + 184,302 + 92,622 + + + Jiangmen + Guanxiong Knitting Co., Ltd. (4) + - + - + 16,083 + 699,217 + + + Total + $4,974,729 + $1,937,347 + $1,713,630 + $791,839 + + + + + +(1) +The balance represented purchases payable to Zhuoya Supply Chain (Guangzhou) Co., Ltd. in the amount of $773,290 and advances from Zhuoya +Supply Chain (Guangzhou) C0., Ltd in the amount of $1,046,508. As of November 30, 2025, the balance was US$4,966,888. + +(2) +The balance represented purchases payable to Ying Ming Knitting Limited. As of November 30, 2025, the balance was nil. + +(3) +The balance represented the loan to Tang Siu Wan amounted to $6,476 and the long-term equity investment fund payable to Tang Siu Wan +amounted to $1,365 as of March 31, 2025; and represented the dividend payable to Tang Siu Wan amounted to $156,108, the loan to Tang +Siu Wan amounted to $26,830 and the long-term equity investment fund payable to Tang Siu Wan amounted to $1,364 as of March 31, 2024; +and represented the loan to Tang Siu Wan amounted to $91,258 and the long-term equity investment fund payable to Tang Siu Wan amounted +to $1,364 as of March 31, 2023. As of November 30, 2025, the balance was US$7,841. + +(4) +The balance represented advances from Jiangmen Guanxiong Knitting Co., Ltd. as of March 31, 2024, and represented purchases payable to +Jiangmen Guanxiong Knitting Co., Ltd. as of March 31, 2023. As of November 30, 2025, the balance remained as nil. + + + +The +following is a list of related parties which the Group had major transactions with: + + + + + + From + + April + 1, 2025 to + + November + 30, 2025 + + For + the years ended March 31, + + + Nature + (unaudited) + 2025 + 2024 + 2023 + + + Tang + Siu Wan + + + + + + + Sales of goods + to Tang Siu Wan + $- + $1,197 + $- + $12,652 + + + Purchases of goods from + Tang Siu Wan + - + - + - + 9,981 + + + Tang Siu Wan s contribution + of the trademark of "Double Crazy" (1) + - + - + 6,146,896 + - + + + Dividends distribution + to Tang Siu Wan + - + - + 1,955,372 + - + + + Loan from Tang Siu Wan + - + - + - + 93,286 + + + Loan repayment to Tang + Siu Wan + - + - + - + - + + + + + + + + + + Ying + Ming Knitting Limited + + + + + + + Purchases of goods from + Ying Ming Knitting Limited + - + 175,670 + 1,176,759 + 537,456 + + + Sales of goods to Ying Ming + Knitting Limited + - + - + - + 141,285 + + + + + + + + + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd. + + + + + + + Purchases of goods from + Zhuoya Supply Chain (Guangzhou) Co., Ltd. + 4,029,743 + 6,207,514 + 1,403,420 + - + + + Sales of goods to Zhuoya Supply + Chain (Guangzhou) Co., Ltd. + 683,822 + 162,337 + 12,347 + - + + + + + + + + + + Jiangmen + Guanxiong Knitting Co., Ltd. + + + + + + + Purchases of goods from + Jiangmen Guanxiong Knitting Co., Ltd. + - + - + 8,039,509 + 6,708,115 + + + Sales of goods to Jiangmen + Guanxiong Knitting Co., Ltd. + - + - + - + 405 + + + + + +(1) +On April 1, 2023, Tang Siu Wan, the former legal and beneficial owner of the Trademark of "Double Crazy", assigned it absolutely +to the Group in consideration of a nominal amount of HK$1. The fair value of the trademark determined by independent appraisal was approximately +$6,145,875 ($6,146,896 when using average translation rate). The Group recognized $6,145,875 as an intangible asset and additional paid-in +capital from the shareholder s contribution. + + + + 103 + + + + + + + +DESCRIPTION +OF SHARES + + + +A +copy of our memorandum and articles of association is filed as an exhibit to the registration statement of which this prospectus is a +part (and which is referred to in this section as, respectively, the "Memorandum" and the "Articles of Association"). + + + +We +are a company incorporated with limited liability in the BVI, and, upon completion of this offering, our affairs will be governed by +our Memorandum and Articles of Association, the BVI Act and the common law of the BVI. + + + +As +of the date of this prospectus, the maximum number of shares we are authorized to issue is 300,000,000 ordinary shares of par +value of US$0.0001 each. + + + +The +following are summaries of certain material provisions of our Memorandum and Articles of Association and the BVI Act insofar as they +relate to the material terms of our Ordinary Shares. + + + +Ordinary +Shares + + + +General + + + +All +of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered +form. Our shareholders who are non-residents of the BVI may freely hold and vote their Ordinary Shares. We may not issue shares to bearer. + + + +Dividends + + + +Subject +to the BVI Act and our Articles of Association, our directors may by a resolution of directors authorize a distribution by our Company +at a time, and of an amount, and to any shareholders they think fit if they are satisfied, on reasonable grounds that, immediately after +the distribution, the value of our Company s assets will exceed our Company s liabilities and our Company will be able to pay its debts +as they fall due. Distributions, including dividends, may be declared and paid in cash or in specie, in shares or other assets and our +directors may for such purpose set such value as they deem fair upon any such assets. + + + +No +distribution shall be paid on those shares which are held by our Company as treasury shares at the date of declaration of the distribution. + + + +Our +directors may, before recommending any distribution, set aside out of the profits of our Company such sums as they think proper as a +reserve or reserves which shall, at their discretion, either be employed in the business of our Company or be invested in such investments +as our directors may from time to time think fit. + + + +If +several persons are registered as joint holders of any share, any of them may give effectual receipt for any distribution or other monies +payable on or in respect of the share, + + + +Notice +of any distribution that may have been declared shall be given to each shareholder in the manner mentioned in our Articles of Association +and all distributions unclaimed for three years after having been declared may be forfeited by our directors for the benefit of our Company. + + + + 104 + + + + + + + +Voting +Rights + + + +Each +share in our Company confers on the holder the right to one vote on any resolution of shareholders. At any meeting a resolution put to +the vote of the meeting shall be decided on a show of hands by the shareholders of a majority of in excess of fifty (50) percent of the +votes of those shareholders (or their duly appointed proxies) entitled to vote and voting on the resolution, unless a poll is (before +or on the declaration of the result of the show of hands) demanded. On a poll, every shareholder of a voting share present in person +or by proxy shall have one vote for every voting share of which he is the holder which confers the right to a vote on the resolution, +and a resolution of shareholders is passed if it is approved by a majority of the votes validly cast by shareholders holding shares entitled +to vote on the poll In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which +the show of hands takes place, or at which the poll is demanded, shall not be entitled to a second or casting vote. + + + +Transfer +of Ordinary Shares + + + +Shares +in our Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address +of the transferee. The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes +a liability to our Company on the transferee. The instrument of transfer of a registered share shall be sent to our Company for registration, + + + +Subject +to the BVI Act and our Memorandum and Articles of Association, our Company shall, on receipt of an instrument of transfer, enter the +name of the transferee of the share in our Company s register of members unless our directors resolve to refuse or delay the registration +of the transfer for reasons that shall be specified in the resolution. Where our directors pass such a resolution, our Company shall +send to the transferor and the transferee a notice of the refusal or delay. Notwithstanding the aforesaid, our directors shall not decline +to register any transfer of shares, nor may they suspend registration thereof, where such transfer is to any mortgagee or chargee whose +interest has been noted on our Company s register of members, or by any such mortgagee or chargee pursuant to the power of sale under +its security or otherwise and in accordance with the terms of the relevant security document. + + + +The +transfer of a share is effective when the name of the transferee is entered in our Company s register of members. + + + +Procedures +on liquidation + + + +Our +Company may be voluntarily liquidated under the BVI Act if it has no liabilities, or it is able to pay its debts as they fall due, and +the value of its assets equals or exceeds its liabilities. + + + +A +voluntary liquidator may, subject to the terms of the BVI Act, be appointed by a resolution of directors or by a resolution of shareholders +provided the shareholders have approved, by resolution of shareholders, a liquidation plan approved by our directors. + + + +If +our Company shall be liquidated, the voluntary liquidator may divide amongst the shareholders in specie or in kind the whole or any part +of the assets of our Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value +as he deems fair upon any such property to be divided as aforesaid and may determine how such division shall be carried out as between +the shareholders or different classes of shareholders. The liquidator may vest the whole or any part of such assets in trustees upon +such trust for the benefit of the contributors as the liquidator shall think fit, but so that no shareholder shall be compelled to accept +any shares + + + +Calls +on Ordinary Shares and Forfeiture of Ordinary Shares + + + +Our +Company may, at any time after the due date for payment, serve on a shareholder who has not paid in full for shares registered in the +name of that shareholder, a written notice of call specifying a date for payment to be made. The notice of call shall name a further +date not earlier than the expiration of 14 days from the date of service of the notice of call on or before which the payment required +by the notice of call is to be made and shall contain a statement that in the event of non-payment at or before the time named in the +notice of call the shares, or any of them, in respect of which payment is not made will be liable to be forfeited. + + + +Where +a written notice of call has been issued and the requirements of the notice of call have not been complied with, our directors may, at +any time before tender of payment, forfeit and cancel the shares to which the notice of call relates. Our Company is under no obligation +to refund any moneys to the shareholder whose shares have been cancelled pursuant to the Articles of Association and that shareholder +shall be discharged from any further obligation to our Company + + + +Redemption +of Ordinary Shares + + + +Subject +to the BVI Act, our Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not prohibited +by any law, our Company may, in the manner determined by our directors by resolution of directors (and subject to the written consent +of all the shareholders whose shares are to be purchased, redeemed or otherwise acquired), purchase, redeem or otherwise acquire any +of our Company s own shares for such consideration as our directors consider fit, and either cancel or hold such shares as treasury shares. +Shares may be purchased or otherwise acquired in exchange for newly issued shares in our Company. + + + +Our +directors shall not, unless permitted pursuant to the BVI Act, purchase, redeem or otherwise acquire any of our Company s own shares +unless immediately after such purchase, redemption or other acquisition, the value of our Company s assets exceeds it liabilities, and +our Company is able to pay its debts as they fall due. + + + + 105 + + + + + + + +Variations +of Rights of Shares + + + +Rights +attached to the shares of our Company may be varied by amending our Memorandum and Articles of Association. + + + +General +Meetings of Shareholders + + + +Our +directors may convene meetings of shareholders at such times and in such manner and places (within or outside the BVI) as our directors +consider necessary or desirable, and they shall convene such a meeting upon the written request of shareholders entitled to exercise +at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested. + + + +Not +less than seven (7) days notice specifying at least the place, the day and the hour of the meeting and general nature of the business +to be conducted shall be given in the manner mentioned in the Articles of Association to such persons whose names on the date the notice +is given appear as shareholders in our Company s register of members and are entitled to vote at the meeting. The record date for determining +those shareholders that are entitled to vote at the meeting may be specified in the notice (and such record date need not be the date +notice is given). + + + +Notwithstanding +the aforesaid, a meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding ninety +(90) percent of the total voting rights on all the matters to be considered at the meeting, or the votes of each class or series of shares +where shareholders are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes, in each +case have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall be deemed to constitute +waiver on his part (unless such shareholder objects in writing before the meeting proceeds to business). + + + +The +inadvertent failure of our directors to give notice of a meeting to a shareholder, or the fact that a shareholder has not received a +notice that has been properly given, shall not invalidate the meeting. + + + +No +business shall be transacted at any meeting of shareholders unless a quorum of shareholders is present at the time when the meeting proceeds +to business. A quorum shall consist of the holder or holders present in person or by proxy entitled to exercise at least fifty (50) percent +of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion +of the votes of the remaining shares entitled to vote thereon. A shareholder shall be deemed to be present at a meeting of shareholders +if he or his proxy participates by telephone or other electronic means, and all shareholders and proxies participating in the meeting +are able to hear each other. + + + +Inspection +of Books and Records + + + +Our +directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, +documents and registers of our Company or any of them shall be open to the inspection of shareholders not being directors, and no shareholder +(not being a director) shall have any right to inspect any records, documents or registers of our Company except as conferred by the +BVI Act or authorized by a resolution of directors. + + + + 106 + + + + + + + +Changes +in Maximum Number of Shares our Company is Authorized to Issue + + + +Our +directors or shareholders may from time to time by resolution of directors or resolution of shareholders increase or decrease the maximum +number of shares our Company is authorized to issue, by amendment to the Memorandum. + + + +CERTAIN +BVI COMPANY CONSIDERATIONS + + + +Differences +in Corporate Law + + + +The +BVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations +and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable +to us and, for illustrative purposes only, the Delaware General Corporation Law (the "DGCL"), which are applicable to us, +and the companies incorporated in the state of Delaware and their shareholders. + + + +Mergers +and similar arrangements + + + +Under +the BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging +of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent +companies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written +plan of merger or consolidation. One or more BVI companies may also merge or consolidate with one or more companies incorporated under +the laws of jurisdictions outside the BVI, if the merger or consolidation is permitted by the laws of the jurisdictions in which the +companies incorporated outside the BVI are incorporated. In respect of such a merger or consolidation a BVI company is required to comply +with the provisions of the BVI Act and a company incorporated outside the BVI is required to comply with the laws of its jurisdiction +of incorporation. + + + +The +plan of merger or consolidation shall be authorized by a resolution of shareholders and the outstanding shares of every class of shares +that are entitled to vote on the merger or consolidation as a class if the memorandum or articles of association so provide or, if the +plan of merger or consolidation contains any provisions that, if contained in a proposed amendment to the memorandum or articles of association, +would entitled the class to vote on the proposed amendment as a class. In any event, all shareholders must be given a copy of the plan +of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution +to approve the plan of merger or consolidation. + + + +Under +Delaware law each corporation s board of directors must approve a merger agreement. The merger agreement must state, among other +terms, the terms of the merger and method of carrying out the merger. This agreement must then be approved by the majority vote of the +outstanding stock entitled to vote at an annual or special meeting of each corporation, and no class vote is required unless provided +in the certificate of incorporation. + + + +Delaware +permits an agreement of merger to contain a provision allowing the agreement to be terminated by the board of directors of either corporation, +notwithstanding approval of the agreement by the stockholders of all or any of the corporations (1) at any time prior to the filing of +the agreement with the Secretary of State or (2) after filing if the agreement contains a post-filing effective time and an appropriate +filing is made with the Secretary of State to terminate the agreement before the effective time. In lieu of filing an agreement of merger, +the surviving corporation may file a certificate of merger, executed in accordance with Section 103 of the DGCL. The surviving corporation +is also permitted to amend and restate its certification of incorporation in its entirety. The agreement of merger may also provide that +it may be amended by the board of directors of either corporation prior to the time that the agreement filed with the Secretary of State +becomes effective, even after approval by stockholders, so long as any amendment made after such approval does not adversely affect the +rights of the stockholders of either corporation and does not change any term in the certificate of incorporation of the surviving corporation. +If the agreement is amended after filing but before becoming effective, an appropriate amendment must be filed with the Secretary of +State. If the surviving corporation is not a Delaware corporation, it must consent to service of process for enforcement of any obligation +of the corporation arising as a result of the merger; such obligations include any suit by a stockholder of the disappearing Delaware +corporation to enforce appraisal rights under Delaware law. + + + + 107 + + + + + + + +If +a proposed merger or consolidation for which appraisal rights are provided is to be submitted for approval at a shareholder meeting, +the subject company must give notice of the availability of appraisal rights to its shareholders at least 20 days prior to the meeting. + + + +A +dissenting shareholder who desires to exercise appraisal rights must (a) not vote in favor of the merger or consolidation; and (b) continuously +hold the shares of record from the date of making the demand through the effective date of the applicable merger or consolidation. Further, +the dissenting shareholder must deliver a written demand for appraisal to the company before the vote is taken. The Delaware Court of +Chancery will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation +of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, +the court will take into account "all relevant factors." Unless the Delaware Court of Chancery in its discretion determines +otherwise, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and +accrue at 5% over the Federal Reserve discount rate. + + + +Shareholders +suits + + + +The +BVI Act provides for remedies which may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors +engages in, or proposes to engage in, conduct that contravenes the BVI Act or the company s memorandum and articles of association, +the BVI courts can issue a restraining or compliance order. Shareholders may also bring derivative, personal and representative actions +under certain circumstances. The traditional English basis for members remedies has also been incorporated into the BVI Act: where +a shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely +to be oppressive, unfairly discriminating or unfairly prejudicial to him, he may apply to the court for an order based on such conduct. + + + +Any +shareholder of a company may apply to court for the appointment of a liquidator of the company and the court may appoint a liquidator +of the company if it is of the opinion that it is just and equitable to do so. + + + +The +BVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of +the following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues +to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange +or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of +the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the +matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in +accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of +the directors to transfer assets for the protection thereof; (d) a redemption of 10% or fewer of the issued shares of the company required +by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (e) an arrangement, if permitted +by the court. + + + +Indemnification +of directors and executive officers and limitation of liability + + + +BVI +law does not limit the extent to which a company s articles of association may provide for indemnification of directors, officers +and any other person, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting +to provide indemnification against the consequences of committing a crime) provided that the indemnified person acted honestly and in +good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had +no reasonable cause to believe that his conduct was unlawful. + + + +This +standard of conduct is generally the same as permitted under the DGCL for a Delaware corporation. + + + +Insofar +as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling +us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy +as expressed in the Securities Act and is therefore unenforceable. + + + +Directors +fiduciary duties + + + +BVI +law provides that every director of a BVI company in exercising his powers or performing his duties shall act honestly and in good faith +and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, +and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature +of the decision and the position of the director and his responsibilities. In addition, BVI law provides that a director shall exercise +his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes BVI law +or the memorandum association or articles of association of the company. + + + + 108 + + + + + + + +Under +Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty +has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care +that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and +disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires +that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate +position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation +and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by +the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and +in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by +evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director +must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. + + + +Shareholder +action by written consent + + + +Our +Memorandum and Articles provide that shareholders may approve corporate matters by way of a resolution approved at a duly constituted +meeting of shareholders by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on +the resolution; or a resolution consented to in writing by all of the shareholders entitled to vote thereon. + + + +Under +the DGCL, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. + + + +Shareholder +proposals + + + +BVI +law and our Memorandum and Article provide that our directors shall call a meeting of the shareholders if requested in writing to do +so by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested. + + + +Under +the DGCL, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice +provisions in the governing documents. A special meeting may be called by the board of directors, or any other person authorized to do +so in the governing documents, but shareholders may be precluded from calling special meetings. + + + +Cumulative +voting + + + +There +are no prohibitions to cumulative voting under the laws of the BVI, but our Memorandum and Articles do not provide for cumulative voting. + + + +Cumulative +voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder +to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder s voting power +with respect to electing such director. + + + +Under +the DGCL, cumulative voting for elections of directors is not permitted unless the corporation s certificate of incorporation specifically +provides for it. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware +corporation. + + + +Removal +of directors + + + +Our +Articles provides that a director may be removed from office by a resolution of shareholders or a resolution of directors. + + + + + +Under +the DGCL, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding +shares entitled to vote, unless the certificate of incorporation provides otherwise. + + + + 109 + + + + + + + +Transactions +with interested shareholders + + + +The +DGCL contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically +elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain +business combinations with an "interested shareholder" for three years following the date that such person becomes an interested +shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target s outstanding +voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid +for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the +date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or +the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware +public corporation to negotiate the terms of any acquisition transaction with the target s board of directors. + + + +BVI +law has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business +combination statute. Although BVI law does not regulate transactions between a company and its significant shareholders, it does provide +that transactions by the Company must be entered into bona fide in the best interests of the company and not with the effect of oppressing +or constituting a fraud on the minority shareholders. + + + +Dissolution; +Winding Up + + + +As +permitted by BVI law and our Memorandum and Articles, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of +directors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they fall due, and value of the +Company s assets equals or exceeds its liabilities. + + + +Under +the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by +shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors +may it be approved by a simple majority of the corporation s outstanding shares. Delaware law allows a Delaware corporation to +include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. + + + +Variation +of rights of shares + + + +Under +the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding +shares of such class, unless the certificate of incorporation provides otherwise. + + + +Our +Memorandum and Articles does not provide for specific provisions on variation of rights attached to any class of shares. + + + +Amendment +of governing documents + + + +As +permitted by BVI law, our Memorandum and Articles may be amended by a resolution of shareholders and, subject to certain exceptions, +by a resolution of directors. Any amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI. +Under the Delaware General Corporation Law, a corporation s governing documents may be amended with the approval of a majority +of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. + + + +SHARES +ELIGIBLE FOR FUTURE SALE + + + +Prior +to the offering, we had 10,000,000 Ordinary Shares issued and outstanding, which includes does not include up to 308,333 Ordinary +Shares offered by the Selling Shareholders, which shares are issuable to them upon conversion of the notes. Upon completion of +this offering, we will have 12,500,000 Ordinary Shares issued and outstanding, assuming the underwriters do not exercise their +over-allotment option to purchase additional Ordinary Shares and 12,875,000 Ordinary Shares outstanding if the over-allotment +option is exercised in full. This includes up to 308,333 Ordinary Shares offered by the Selling Shareholders. + + + +All +of the Ordinary Shares sold in this offering will be freely transferable by persons other than by our "affiliates" without +restriction or further registration under the Securities Act. Sales of substantial amounts of our Ordinary Shares in the public market +could adversely affect prevailing market prices of our Ordinary Shares. Prior to this offering, there has been no public market for our +Ordinary Shares. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, +through one or more intermediaries, controls or is controlled by, or is under common control with, our Company. All of our Ordinary Shares +outstanding immediately prior to the completion of this offering are "restricted securities" as that term is defined in Rule +144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities may be +sold only if they are the subject of an effective registration statement under the Securities Act, or if they are sold pursuant to an +exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 promulgated under the Securities +Act, which rule is summarized below. Restricted shares may also be sold outside of the United States to non-U.S. persons in accordance +with Rule 904 of Regulation S under the Securities Act. This prospectus may not be used in connection with any resale of our Ordinary +Shares acquired in this offering by our affiliates. + + + + 110 + + + + + + + +Sales +of substantial amounts of our Ordinary Shares in the public market could adversely affect the prevailing market prices of our Ordinary +Shares. Prior to this offering, there has been no public market for our Ordinary Shares. We have applied for listing on the Nasdaq Capital +Market under the symbol "DNJF" for the Ordinary Shares we are offering. We expect that the initial public offering price +(the "Offering Price") will be in the range of US$5.00 to US$7.00 per Ordinary Share. We have not been approved +for listing on the Nasdaq Capital Market. Management believes that we currently meet the Nasdaq Capital Market s quantitative listing +requirements and believe that upon the completion of the offering, we will meet the standards for listing on the Nasdaq Capital Market +although we cannot assure you that a regular trading market will develop in the Ordinary Shares. + + + +Lock-Up +Agreements + + + +Our +directors, officers, and holders of 5% or greater shareholders (other than the holders of those shares being registered in the Resale +Prospectus that forms a part of this Registration Statement) have agreed with the underwriters, for a period of six months after the +date of this prospectus, subject to certain exceptions, not to offer, sell or otherwise transfer or dispose of, directly or indirectly, +any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company. + + + +In +addition, the Company has further agreed for a period of 180 days after the date of this prospectus, not to, except in connection with +this offering, offer, sell or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible +into or exercisable or exchangeable for Ordinary Shares, or file or cause to be filed any registration statement with the SEC relating +to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, other than +post-effective amendments to its Resale Registration Statement. See "Underwriting - Lock-Up Agreements." + + + +We +cannot predict what effect, if any, future sales of our Ordinary Shares, or the availability of Ordinary Shares for future sale, will +have on the trading price of our Ordinary Shares from time to time. Sales of substantial amounts of our Ordinary Shares in the public +market, or the perception that these sales could occur, could adversely affect the trading price of our Ordinary Shares. + + + +Rule +144 + + + +In +general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 +or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Ordinary +Shares for more than six months but not more than one year may sell such Ordinary Shares without registration under the Securities Act +subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our +Ordinary Shares for more than one year may freely sell our Ordinary Shares without registration under the Securities Act. Persons who +are our affiliates (including persons beneficially owning 10% or more of our outstanding shares), and have beneficially owned our Ordinary +Shares for at least six months, may sell within any three-month period a number of restricted securities that does not exceed the greater +of the following: + + + + + + + 1.0% of the then outstanding + Ordinary Shares; or + + + + + + + + + + the average weekly trading + volume of our Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed + with the SEC by such person. + + + + +Such +sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. +In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for +sale when the lock-up period expires. + + + +MATERIAL +TAX CONSIDERATIONS + + + +The +following summary of certain BVI and U.S. federal income tax consequences of an investment in our Ordinary Shares is based upon laws +and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does +not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. +state and local tax laws or under the tax laws of jurisdictions other than the BVI and the United States. You are encouraged to consult +your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local +or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of Hong Kong tax law, +it is the opinion of Cheung & Choy, our counsel as to Hong Kong law, and as to BVI tax law, it is the opinion of Harney Westwood +& Riegels, our counsel as to BVI law. + + + +BVI +Tax Considerations + + + +We +are not liable to pay any form of taxation in the BVI and all dividends, interests, rents, royalties, compensations, and other amounts +paid by us to persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI and any capital gains +realized with respect to any shares, debt obligations, or other securities of ours by persons who are not persons resident in the BVI +are exempt from all forms of taxation in the BVI. + + + + 111 + + + + + + + +No +estate, inheritance, succession or gift tax, rate, duty, levy, or other charge is payable by persons who are not persons resident in +the BVI with respect to any shares, debt obligation or other securities of ours. + + + +Subject +to the payment of stamp duty on the acquisition of property in the BVI by us (and in respect of certain transactions in respect of the +shares, debt obligations or other securities of BVI incorporated companies owning land in the BVI), all instruments relating to transfers +of property to or by us and all instruments relating to transactions in respect of the shares, debt obligations or other securities of +ours and all instruments relating to other transactions relating to our business are exempt from payment of stamp duty in the BVI. + + + +There +are currently no withholding taxes or exchange control regulations in the BVI applicable to us or our shareholders. + + + +United +States Federal Income Tax Considerations + + + +The +following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of +our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this offering and hold our Ordinary Shares +as "capital assets" (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended +(the "Code"). This discussion is based upon existing United States federal income tax law, which is subject to differing +interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, +or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that +may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for +example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders +in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated +investment companies, real estate investment trusts and tax-exempt organizations (including private foundations)), investors who are +not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors +that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for +United States federal income tax purposes or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may +be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United +States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under +the alternative minimum tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding +the United States federal, state, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares. + + + +General + + + +For +purposes of this discussion, a "U.S. Holder" is a beneficial owner of our Ordinary Shares that is, for United States federal +income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated +as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any +state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal +income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of +a United States court and which has one or more United States persons who have the authority to control all substantial decisions of +the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code. + + + +If +a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial +owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner +as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in +such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment +in our Ordinary Shares. + + + +Dividends + + + +The +entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld +therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings +and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year +received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings +and profits, such distributions will not be dividends but instead will be treated first as a tax-free return of capital to the extent +of the U.S. Holder s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which +the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information +necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be +unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution +as a "dividend" for United States federal income tax purposes. + + + + 112 + + + + + + + +Any +dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will +generally constitute passive category income. Depending on the U.S. Holder s particular facts and circumstances, a U.S. Holder +may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes +imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not +elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, +in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. +The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability +of the foreign tax credit under their particular circumstances. + + + +Dividends +paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a +spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign +currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income +tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the +date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the +foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign +currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the +foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources +within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the +treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that is converted into U.S. dollars +on a date subsequent to receipt. + + + +Sale +or Other Disposition of Ordinary Shares + + + +A +U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to +the difference between the amount realized and the U.S. Holder s adjusted tax basis, determined for federal income tax purposes, +in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the +Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign +tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who +are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on +a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances. + + + +A +U.S. Holder that receives a currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to +the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on +a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. +Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency +gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in +effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received +equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion +of the currency will be United States source ordinary income or loss. + + + +Passive +Foreign Investment Company Considerations + + + +For +United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a "passive +foreign investment company," or "PFIC" if, in the case of any particular taxable year, either (a) 75% or more of our +gross income for such year consists of certain types of "passive" income or (b) 50% or more of the value of our assets (generally +determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon +our current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and +the expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year +or the foreseeable future. + + + +However, +while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or +will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification +of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current +or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and +other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition +of our income and assets may also be affected by how, and how quickly, we use our liquid assets, and the cash raised in this offering. +It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the +analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result +in our company being or becoming a PFIC for the current or future taxable years. + + + + 113 + + + + + + + +If +we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes +a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution +that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than +125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder s holding period +for the Ordinary Shares); and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, +of Ordinary Shares. Under the PFIC rules: + + + + + + + such excess distribution + and/or gain will be allocated ratably over the U.S. Holder s holding period for the Ordinary Shares; + + + + + + + + + + such amount allocated to + the current taxable year and any taxable years in the U.S. Holder s holding period prior to the first taxable year in which + we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; + + + + + + + + + + such amount allocated to + each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. + Holder for that year; and + + + + + + + + + + an interest charge generally + applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. + + + + +If +we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and we own any equity in a non-United States +entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the +shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors +regarding the application of the PFIC rules to any of the entities in which we may own equity. + + + +As +an alternative to the foregoing rules, a U.S. Holder of "marketable stock" in a PFIC may make a mark-to-market election with +respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly +traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines +is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. +Although we intend to apply for the listing of our Ordinary Shares on Nasdaq, we cannot guarantee that our listing will be approved. +Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange. +U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes. + + + +If +an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary +income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the +taxable year over its adjusted tax basis of such Ordinary Shares; and (ii) deduct as an ordinary loss the excess, if any, of its adjusted +tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end +of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. +The U.S. Holder s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the +mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC, any gain recognized +upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, +but only to the extent of the net amount previously included in income as a result of the mark-to-market election. + + + +If +a U.S. Holder makes a mark-to-market election in respect of a PFIC, and such corporation ceases to be a PFIC, the U.S. Holder will not +be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC. + + + +Because +a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market +election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder s +indirect interest in any of our non-United States Subsidiaries if any of them is a PFIC. + + + + 114 + + + + + + + +If +a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an +annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder +if we are or become a PFIC, including the possibility of making a mark-to-market election. + + + +Hong +Kong Profits Tax Considerations + + + +Our +subsidiaries incorporated in Hong Kong were subject to Hong Kong profits tax at a rate of 8.25% for assessable profits on the first HK$2,000,000 +and 16.5% on their remaining assessable profits generated from operations arising in or derived from Hong Kong for the years ended +March 2025, and 2024. As from year of assessment of 2018/2019 onwards, Hong Kong profits +tax rates are 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. Under Hong +Kong tax laws, our Hong Kong Subsidiaries are exempted from Hong Kong income profits tax on its foreign-derived income profits. In addition, +payments of dividends from our Hong Kong Subsidiaries to us are not subject to any tax withholding in Hong Kong. + + + +Taxation +of Dividends + + + +Under +the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in connection with dividends paid by +us, either by withholding or otherwise, unless such dividends are attributable to a trade, profession or business carried on in Hong +Kong. + + + +Profits + + + +No +tax is imposed in Hong Kong in respect of capital gains from the sale of the Ordinary Shares. Trading gains from the sale of Ordinary +Shares by persons carrying on a trade, profession, or business in Hong Kong, where such gains are derived from or arise in Hong Kong +from such trade, profession or business will be chargeable to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable +profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000 on corporations and at the rates of 7.5% on +assessable profits up to HK$2,000,000 and 15.0% on any part of assessable profits over HK$2,000,000 on unincorporated businesses from +the year of assessment commencing on or after April 1, 2018. Liability for Hong Kong profits tax would thus arise in respect of trading +gains from sales of Ordinary Shares realized by persons carrying on a business of trading or dealing in securities in Hong Kong. + + + +THE +DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE +INVESTOR IN OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR +ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR S OWN CIRCUMSTANCES. + + + +UNDERWRITING + + + +We +will enter into an underwriting agreement with Joseph Gunnar & Co., LLC ("Joseph Gunnar" +or the Representative), acting as the sole book-running manager of the offering and as representative of the underwriters named below +with respect to the Ordinary Shares subject to this offering. Subject to the terms and conditions of the underwriting agreement, we have +agreed to sell to the underwriters, and each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, +the number of Ordinary Shares set forth opposite its name below, at the public offering price, less the underwriting discount set forth +on the cover page of this prospectus: + + + + + Name + Number of + shares + + + Joseph Gunnar & Co., LLC + + + + Total + + + + + + +The +underwriters are offering the Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The +underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Ordinary Shares offered +by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters +are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such shares are taken. However, the underwriters +are not required to take or pay for the Ordinary Shares covered by the underwriters over-allotment option described below. + + + +Our +shares of common stock are offered subject to a number of conditions, including: + + + + + + + receipt and acceptance of our shares of common stock + by the underwriters; and + + + + + + + + + + the underwriters right to reject orders in whole + or in part. + + + + + 115 + + + + + + + +We +have granted to the underwriters an option, exercisable for forty-five (45) days from the date of this prospectus, to purchase up to +an additional 375,000 Ordinary Shares (fifteen percent (15%) of the shares of Ordinary Shares sold in this offering) at the public +offering price per ordinary share, set forth on the cover page of this prospectus. The option may be exercised in whole or in part, and +may be exercised more than once, during the 45-day option period. The underwriters may exercise this option solely for the purpose of +covering over-allotments, if any, made in connection with the offering contemplated by this prospectus. To the extent that the option +is exercised, each underwriter will become obligated, subject to certain conditions, to purchase the same percentage of the additional +shares as the number listed next to the underwriter s name in the preceding table bears to the total number of shares listed next +to the names of all underwriters in the preceding table. If any additional Ordinary Shares are purchased, the underwriters will offer +these Ordinary Shares on the same terms as those on which the other Ordinary Shares are being offered. + + + +The +Representative has advised us that it proposes to offer the shares to the public at the public offering price set forth on the cover +page of this prospectus and to certain dealers at that price less a concession not in excess of US$[ ] per share. The underwriters +may allow, and certain dealers may re-allow a discount from the concession not in excess of US$[ ] per share to certain brokers +and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be reduced by the Representative. +No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities +are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any +order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they +exercise discretionary authority. We have been advised by Joseph Gunnar that the underwriters intend to make a market in our Ordinary +Shares but that they are not obligated to do so and may discontinue making a market at any time without notice. + + + +In +connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically. + + + +Financial +Advisory Fee + + + +We paid Joseph Gunnar upon the execution of the engagement letter by and between Joseph Gunnar and us (the "Engagement Letter") +a cash fee in the amount of Fifty Thousand (US$50,000) in connection with its role to us as a non-exclusive financial advisor. + + + +Discounts, +Commission and Expenses + + + +The +underwriting discounts and commissions are seven percent (7%) of the initial public offering price. + + + +The +following table shows the price per share and total public offering price, underwriting discounts and commissions and proceeds before +expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters over-allotment option. + + + + + + + + Total + + + + + + Per + Share + + + No + Exercise + + + Full + Exercise + + + + Public offering price + + US$ + + + + + + + + + + + + + Underwriting discounts and commissions to be paid by + us: + + US$ + + + + + + + + + + + + + Proceeds, before expenses, to us + + US$ + + + + + + + + + + + + + + +In +connection with and upon closing of the offering contemplated herein, we will also pay to the Representative a non-accountable expense +allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the Ordinary Shares. + + + +Additionally, +we paid to Joseph Gunnar US$25,000 (the "Advance") upon the execution of the Engagement Letter as an advance against actual +out-of-pocket expenses. Joseph Gunnar shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses +actually incurred in accordance with FINRA Rule 5110(f)(2)(C). + + + + 116 + + + + + + + +We have agreed to reimburse +the Representative for (a) all fees, expenses and disbursements relating to background checks of the Company s officers, directors +and entities in an amount not to exceed $15,000 in the aggregate; (b) up to a maximum of $7,000, the costs associated with bound volumes +of the public Offering materials as well as commemorative mementos and lucite tombstones; (c) the fees and expenses of the Representative s +legal counsel not to exceed $125,000; (d) the $19,950 cost associated with the use of Ipreo s book building, prospectus tracking +and compliance software for the Offering; and (e) up to $25,000 of Joseph Gunnar s actual accountable "road show" expenses +for the Offering. + + + +Warrants + + + +As +additional compensation for Joseph Gunnar s services, the Company shall issue to Joseph Gunnar or its designees at the closing +of the Offering warrants (the "Underwriter Warrants") to purchase that number of ordinary shares +equal to 5.0% of the aggregate number of Shares sold in the Offering. The Underwriter Warrants will be exercisable at any time, in +whole or in part, during the five-year period commencing six months from the effective date of the Offering, at a price per share +equal to 100.0% of the public Offering price per share in the Offering. The Underwriter Warrants will provide for +registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution +provisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110, and further, the number of shares +underlying the Underwriter Warrants shall be reduced if necessary to comply with FINRA rules or regulations. + + + +Right of First Refusal + + + +We +have agreed to provide the Representative the right of first refusal for twelve months following the consummation of this Offering, to +act as sole investment banker, sole book-runner, sole placement agent, or sole advisor on any public and private equity and debt offering +and business combination during such twelve month period by the Company or any successor to or any subsidiary of the Company, on compensation +terms customary to the Representative. + + + +Tail +Financing + + + +We +have granted the Representative the right, for a period of twelve (12) months after the termination or expiration of the Representative s +engagement with us, to receive a fee equal to the fees in this offering from the sale of any equity, debt and/or equity derivative instruments +to any investor introduced by the Representative to the Company in connection with any public or private financing or capital raise, +unless the Company has a pre-existing business relationship with such investor. If our engagement with the Representative is terminated +by us for cause, this termination would also terminate the Tail Financing provision in the engagement agreement. + + + +Indemnification + + + +We +have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities +arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the +underwriters may be required to make in respect of those liabilities. + + + +Lock-Up +Agreements + + + +We, +on behalf of ourselves and any successor entity agree that, without the prior written consent of Joseph Gunnar, we will not, for a period +of six months after the closing of the offering (i) offer, pledge, sell, contract to sell, sell any option or contract to +purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose +of, directly or indirectly, any of our Ordinary Shares or any securities convertible into or exercisable or exchangeable for our Ordinary +Shares; (ii) file or caused to be filed any registration statement with the Commission relating to the offering of our Ordinary Shares +or any securities convertible into or exercisable or exchangeable for our Ordinary Shares; (iii) complete any offering of debt securities +of the Company, other than entering into a line of credit or other financing arrangements with a traditional bank or other institutional +type of investor, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic +consequences of ownership of our Ordinary Shares, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is +to be settled by delivery of our Ordinary Shares or such other securities, in cash or otherwise. + + + + 117 + + + + + + + +Additionally, +our directors and officers and any other holder(s) of 5% or more of our outstanding Ordinary Shares as of the effective date of the Registration +Statement (and all holders of securities exercisable for or convertible into Ordinary Shares), shall enter into customary "lock-up" +agreements in favor of Joseph Gunnar pursuant to which such persons and entities shall agree, for a period of six months after +the closing of offering, that they shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase +any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or +indirectly, any of our Ordinary Shares or any securities convertible into or exercisable or exchangeable for our Ordinary Shares, subject +to customary exceptions. + + + +Nasdaq +Capital Market Listing + + + +We +have applied to have our Ordinary Shares approved for listing on the Nasdaq Capital Market under the symbol "DNJF". We make +no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time +in the future; notwithstanding the foregoing, we will not close this offering unless such Ordinary Shares will be listed on the Nasdaq +Capital Market at the completion of this offering. + + + +Electronic +Distribution + + + +A +prospectus in electronic format may be made available on websites or through other online services maintained by the Representative or +by its affiliates. Other than the prospectus in electronic format, the information on the Representative s website and any information +contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus +forms a part, has not been approved and/or endorsed by the Company or the Representative in its capacity as an underwriter, and should +not be relied upon by investors. + + + +Any +underwriter who is a qualified market maker on the Nasdaq Capital Market may engage in passive market making transactions on the Nasdaq +Capital Market in accordance with Rule 103 of Regulation M, during the Business Day prior to the pricing of the offering, before the +commencement of offers or sales. Passive market makers must comply with applicable volume and price limitations and must be identified +as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent +bid for such security; if all independent bids are lowered below the passive market maker s bid, however, the passive market maker s +bid must then be lowered when certain purchase limits are exceeded. + + + +No +Public Market + + + +Prior +to this offering, there has not been a public market for our securities in the U.S., and the public offering price for our Ordinary Shares +will be determined through negotiations between the Company and the underwriters. Among the factors to be considered in these negotiations +will be prevailing market conditions, our financial information, market valuations of other companies that the Company and the underwriters +believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant. + + + +We +offer no assurances that the initial public offering price will correspond to the price at which our Ordinary Shares will trade in the +public market subsequent to this offering or that an active trading market for our Ordinary Shares will develop and continue after this +offering. + + + +Price +Stabilization, Short Positions and Penalty Bids + + + +Until +the distribution of the Ordinary Shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters +to bid for and to purchase our Ordinary Shares. As an exception to these rules, the underwriters may engage in transactions effected +in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain, or otherwise affect the price of our +Ordinary Shares. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty +bids in accordance with Regulation M. + + + + +Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline +in the market price of our securities while this offering is in progress. + + + + +Short sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares +than they purchase from us in this offering. In order to cover the resulting short position, the managing underwriter may exercise the +overallotment option described above and/or may engage in syndicate covering transactions. There is no contractual limit on the size +of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers +of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of +units covered by the registration statement. + + + + 118 + + + + + + + + +Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf +of the underwriters in order to reduce a short position incurred by the managing underwriter on behalf of the underwriters. + + + + +A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to +an underwriter if the Ordinary Shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore +were not effectively sold to the public by such underwriter. + + + +Stabilization, +syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Ordinary Shares +or preventing or retarding a decline in the market price of our Ordinary Shares. As a result, the price of our Ordinary Shares may be +higher than the price that might otherwise exist in the open market. + + + +Neither +the Company nor the underwriters make any representation or prediction as to the effect that the transactions described above may have +on the prices of our Ordinary Shares. These transactions may occur on the Nasdaq Capital Market or on any trading market. If any of these +transactions are commenced, they may be discontinued without notice at any time. + + + +Other +Relationships + + + +The +underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include +securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, +hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment +banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future +receive customary fees, commissions, and expenses. In addition, in the ordinary course of their business activities, the underwriters +and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative +securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments +and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates +may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial +instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. + + + +Selling +Restrictions + + + +Other +than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered +by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be +offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with +the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result +in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are +advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. +This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in +any jurisdiction in which such an offer or a solicitation is unlawful. + + + +Canada + + + +Our +securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined +in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted +clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any +resale of our securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements +of applicable securities laws. + + + +Securities +legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus +(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by +the purchaser within the time limit prescribed by the securities legislation of the purchaser s province or territory. The purchaser +should refer to any applicable provisions of the securities legislation of the purchaser s province or territory for particulars +of these rights or consult with a legal advisor. + + + + 119 + + + + + + + +Pursuant +to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of +National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure +requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. + + + +European +Economic Area + + + +In +relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member +State, an offer to the public of our securities may not be made in that Relevant Member State, except that an offer to the public in +that Relevant Member State of our securities may be made at any time under the following exemptions under the Prospectus Regulation, +if they have been implemented in that Relevant Member State: + + + + + (i) + to any legal entity which + is a qualified investor as defined in the Prospectus Regulation; + + + + + + + (ii) + to fewer than 150 natural + or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent + of the representatives for any such offer; or + + + + + + + (iii) + in any other circumstances + falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of securities shall result in a requirement + for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation. + + + + +For +the purposes of this provision, the expression an "offer to the public" in relation to our securities in any Relevant Member +State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to +be offered so as to enable an investor to decide to purchase any securities, and the expression "Prospectus Regulation" means +Regulation (EU) 2017/1129. + + + +United +Kingdom + + + +Each +underwriter has represented and agreed that: + + + + + (a) + it has only communicated + or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment + activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") received by it in + connection with the issue or sale of our securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and + + + + + + + (b) + it has complied and will + comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise + involving the United Kingdom. + + + + +Hong +Kong + + + +Our +securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the +public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), (ii) to "professional +investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder +or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies +(Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating +to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong +or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if +permitted to do so under the laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of +only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance +(Cap.571, Laws of Hong Kong) and any rules made thereunder. + + + +Japan + + + +No +registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) +(the "FIEL") has been made or will be made with respect to the solicitation of the application for the acquisition of our +securities. + + + +Accordingly, +the securities have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan +or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation +or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or +for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance +with, the FIEL and the other applicable laws and regulations of Japan. + + + + 120 + + + + + + + +For +Qualified Institutional Investors ("QII") + + + +Please +note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation +to the Ordinary Shares constitutes either a "QII only private placement" or a "QII only secondary distribution" +(each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed +in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Ordinary Shares. The securities may only be transferred to +QIIs. + + + +For +Non-QII Investors + + + +Please +note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation +to the securities constitutes either a "small number private placement" or a "small number private secondary distribution" +(each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed +in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the securities. The securities may only be transferred en bloc +without subdivision to a single investor. + + + +Singapore + + + +This +prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other +document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated +or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether +directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the SFA) +pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of +the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) +otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions +set forth in the SFA. + + + +Where +our securities are subscribed or purchased under Section 275 by a relevant person which is a corporation (which is not an accredited +investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which +is owned by one or more individuals, each of whom is an accredited investor, the securities or securities-based derivatives contracts +(each as defined in Section 2(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired +our securities under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, (b) where +such transfer arises from an offer in that corporation s securities pursuant to Section 275(1A) of the SFA, and in accordance with +the conditions, specified in Section 275 of the SFA; (c) where no consideration is or will be given for the transfer; (d) where such +transfer is by operation of law; or (e) as specified in Section 276(7) of the SFA. + + + +Where +the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not +an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust +is an accredited investor, the beneficiaries rights and interest (howsoever described) in that trust shall not be transferable +for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section +274 of the SFA or to a relevant person, (2) where such transfer arises from an offer that is made on terms that such rights or interest +are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such +amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the +transfer, (4) where the transfer is by operation of law, or (5) as specified in Section 276(7) of the SFA. + + + +South +Korea + + + +The +Ordinary Shares may not be offered, sold, and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, +directly or indirectly, in South Korea or to any resident of South Korea except pursuant to the applicable laws and regulations of South +Korea, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and +regulations thereunder. The Ordinary Shares have not been registered with the Financial Services Commission of South Korea for public +offering in South Korea. Furthermore, the Ordinary Shares may not be re-sold to South Korean residents unless the purchaser of the shares +complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign +Exchange Transaction Law and its subordinate decrees and regulations) in connection with their purchase. + + + + 121 + + + + + + + +United +Kingdom + + + +An +offer of the Ordinary Shares may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial +Services and Markets Act 2000, as amended, or the FSMA, except to legal entities that are authorized or regulated to operate in the financial +markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances +that do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, +or the FSA. + + + +An +invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) may only be communicated to persons +who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets +Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to the company. + + + +All +applicable provisions of the FSMA with respect to anything done by the Underwriter in relation to the shares must be complied with in, +from or otherwise involving the United Kingdom. + + + +EXPENSES +OF THIS OFFERING + + + +Set +forth below is an itemization of the total expenses, excluding underwriting discounts that we expect to incur in connection with this +offering. With the exception of the SEC registration fee, Nasdaq Capital Market listing fee and the FINRA filing fee, all amounts are +estimates. + + + + + SEC registration fee + + $ + 3,077 + + + + Nasdaq capital market listing fee + + + 50,000 + + + + FINRA filing fee + + + 7,500 + + + + Legal fees and expenses + + + 1,027,984 + + + + Accounting Fees and Expenses + + + 1,210,777 + + + + Underwriter s expenses (1) + + + 391,950 + + + + Printing and engraving expenses + + + 20,000 + + + + Consulting Fees + + $ + 414,114 + + + + Miscellaneous expenses + + + 250,000 + + + + Total + + $ + 3,375,402 + + + + + + +(1)Includes + estimated accountable expenses of $241,950 and a Non-Accountable Expense Allowance equal + to 1% of the actual amount of the Offering excluding the over-allotment option. + + + +LEGAL +MATTERS + + + +Certain legal matters in connection +with this offering with respect to United States federal securities law will be passed upon us by Schlueter & Associates, P.C. The +underwriters are being represented by ArentFox Schiff LLP with respect to certain legal matters as to United States federal securities +laws. The validity of the Ordinary Shares offered in this offering and other certain legal matters as to BVI law will be passed upon +for us by Harney Westwood & Riegels, our counsel as to BVI law. Certain legal matters as to PRC law will be passed upon for us by +ETR Law Firm. Certain legal matters as to Hong Kong law will be passed upon for us by Cheung & Choy. Certain legal matters +as to Australian law will be passed upon for us by Jasper Lawyers. Certain legal matters as to United Kingdom law will be passed upon +for us by Gately/Legal. Schlueter & Associates, P.C. may rely upon Harney Westwood & Riegels, with respect to matters governed +by BVI law, Cheung & Choy with respect to matters governed by Hong Kong law, Jasper Lawyers with respect to matters governed by Australian +law and Gately/Legal with respect to matters governed by United Kingdom law. ArentFox Schiff LLP may rely upon Cheung & Choy with +respect to matters governed by Hong Kong law, Harney Westwood & Riegels with respect to matters governed by BVI law, Jasper Lawyers +with respect to matters governed by Australian law and Gately/Legal with respect to matters governed by United Kingdom law + + + +EXPERTS + + + +The +financial statements as of March 31, 2025, and 2024 included in this prospectus have been audited by ARK Pro CPA & +Co, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been +so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. + + + +WHERE +YOU CAN FIND MORE INFORMATION + + + +We +have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the +underlying Ordinary Shares to be sold in this offering. For the purposes of this section, the term "registration statement" +means the original registration statement and any and all amendments thereto including the schedules and exhibits to the original registration +statement or any amendment. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all +of the information contained in the registration statement. You should read our registration statement and the exhibits and schedules +thereto for further information with respect to us and our Ordinary Shares. + + + +Immediately +upon the effectiveness of the registration statement on Form F-1 of which this prospectus forms a part, we will become subject to periodic +reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be +required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC, +including the registration statement, can be obtained over the Internet at the SEC s website at www.sec.gov or inspected and copied +at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, +upon payment of a duplicating fee, by writing to the SEC. + + + +As +a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content +of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit +recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file +periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered +under the Exchange Act. As we are a foreign private issuer, we will be required to file our annual report on Form 20-F within 120 days +of the end of each year. However, we intend to furnish the depositary with our annual reports, which will include a review of operations +and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders meetings +and other reports and communications that are made generally available to our shareholders. + + + + 122 + + + + + + + +FINANCIAL +STATEMENTS + + + +RIVERSTONE +LTD + +INDEX +TO CONSOLIDATED FINANCIAL STATEMENTS + + + + + CONTENTS + + PAGE(S) + + + REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + + F-2 + + + + + + + + CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 AND 2024 + + F-3 + + + + + + + + CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED MARCH 31, 2025 AND 2024 + + F-4 + + + + + + + + CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEARS ENDED MARCH 31, 2025 AND 2024 + + F-5 + + + + + + + + CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2025 AND 2024 + + F-6 + + + + + + + + NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS + + F-7 + - F-29 + + + + + F-1 + + + + + + + + + +REPORT +OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM + + + +To: +the Board of Directors and Shareholders of + +Riverstone +Ltd + + + +Opinion +on the Financial Statements + + + +We +have audited the accompanying consolidated balance sheets of Riverstone Ltd and Subsidiaries ("the Company") as of March +31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, change in shareholders +equity and cash flows for each of the years in the two-year period ended March 31, 2025, and the related notes (collectively referred +to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the +financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the +years in the two-year period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of +America. + + + +Basis +for Opinion + + + +These +financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial +statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United +States) ("PCAOB") and required to be independent with respect to the Company in accordance with the U.S. federal securities +laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. + + + +We +conducted our audits in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain +reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company +is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, +we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion +on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion. + + + +Our +audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error +or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding +the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant +estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audits provide +a reasonable basis for our opinion. + + + + + /s/ + ARK Pro CPA & Co + + + + ARK + Pro CPA & Co + + + + PCAOB + ID: 3299 + + + + + +We +have served as the Company s auditor since 2024. + + + +Hong +Kong, China + +September +15, 2025, except for notes 9 and 16 as to which the date is December 29, 2025. + + + + + + F-2 + + + + + + + +RIVERSTONE +LTD + +CONSOLIDATED +BALANCE SHEETS + +(In +U.S. dollars, except for share and per share data, or otherwise noted) + + + + + + As of March 31, + + + + 2025 + 2024 + + + ASSETS + + + + + Current assets: + + + + + Cash and cash equivalents + $626,267 + $482,451 + + + Restricted cash + 261,355 + 259,819 + + + Accounts receivable, net + 9,551,686 + 5,634,903 + + + Inventories + 61,309 + 165,077 + + + Advances to suppliers + 1,963,839 + 1,724,658 + + + Amounts due from related parties + 290,012 + 160,076 + + + Income tax recoverable + 79 + 73 + + + Prepaid expenses and other current assets + 1,728,970 + 147,352 + + + Total current assets + 14,483,517 + 8,574,409 + + + + + + + + Non-current assets: + + + + + Plant and equipment, net + 906,638 + 278,782 + + + Intangible assets, net + 6,182,618 + 6,146,335 + + + Right-of-use assets, net + 2,745,064 + 1,809,923 + + + Deferred tax assets, net + 5,082 + 9,515 + + + Prepaid expenses for plant and equipment + 82,986 + 210,885 + + + Deferred offering costs + 763,548 + - + + + Total non-current assets + 10,685,936 + 8,455,440 + + + Total Assets + $25,169,453 + $17,029,849 + + + + + + + + LIABILITIES + + + + + Current liabilities: + + + + + Short-term borrowings + $1,052,963 + $1,646,653 + + + Accounts payable + 2,923,409 + 922,022 + + + Deferred revenue + 503,921 + 104,728 + + + Amounts due to related parties + 1,937,347 + 1,713,630 + + + Lease liabilities, current + 259,972 + 195,518 + + + Income tax payable + 640,544 + 538,201 + + + Accrued expenses and other current liabilities + 1,292,624 + 1,399,090 + + + Total current liabilities + 8,610,780 + 6,519,842 + + + + + + + + Non-current liabilities: + + + + + Lease liabilities, non-current + 2,638,660 + 1,722,298 + + + Convertible notes payable, non-current + 2,049,000 + - + + + Total non-current liabilities + 4,687,660 + 1,722,298 + + + Total Liabilities + $13,298,440 + $8,242,140 + + + + + + + + Commitments and Contingencies (Note 18) + + + + + + + + + + Shareholders equity + + + + + Ordinary Shares (US$0.0001 par value; 300,000,000 and 300,000,000 shares authorized as of March + 31, 2025 and 2024, respectively, 10,000,000 and 10,000,000 issued and outstanding as of March 31, 2025 and 2024, respectively) * + $1,000 + $1,000 + + + Subscription receivable + (1,000) + (1,000) + + + Additional paid-in capital + 6,145,875 + 6,145,875 + + + Retained earnings + 5,637,472 + 2,625,754 + + + Accumulated other comprehensive income + 87,749 + 16,080 + + + Total Equity attributable to the shareholders of Riverstone Ltd + 11,871,096 + 8,787,709 + + + Non-controlling interests + (83) + - + + + Total Shareholders equity + 11,871,013 + 8,787,709 + + + Total Liabilities and Shareholders Equity + $25,169,453 + $17,029,849 + + + + + +* +The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1). + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-3 + + + + + + + +RIVERSTONE +LTD + +CONSOLIDATED +STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME + +(In +U.S. dollars, except for share and per share data, or otherwise noted) + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Revenues + $46,293,096 + $39,303,668 + + + Cost of revenues + (38,690,051) + (34,887,558) + + + Gross profit + 7,603,045 + 4,416,110 + + + + + + + + Operating expenses: + + + + + General and administrative expenses + (2,721,088) + (788,722) + + + Sales and marketing expenses + (678,475) + (217,805) + + + Research and development expenses + - + (69,709) + + + Total operating expenses + (3,399,563) + (1,076,236) + + + Operating income + 4,203,482 + 3,339,874 + + + + + + + + Other (expense)/income: + + + + + Change in fair value of convertible notes payable + (399,000) + - + + + Financial expenses, net + (224,565) + (131,099) + + + Other income/(expenses), net + 82,389 + (136,986) + + + Total other expenses, net + (541,176) + (268,085) + + + + + + + + Income before income tax expenses + 3,662,306 + 3,071,789 + + + Income tax expenses + (650,676) + (553,006) + + + Net income + 3,011,630 + 2,518,783 + + + Net loss attributable to non-controlling interest + (88) + - + + + Net income attributable to Riverstone Ltd s shareholders + 3,011,718 + 2,518,783 + + + + + + + + Other comprehensive income: + + + + + Foreign currency translation adjustment attributable to non-controlling interest, net of nil income + taxes + 5 + - + + + Foreign currency translation adjustment attributable to Riverstone Ltd. s + shareholders, net of nil income taxes + 71,669 + 22,974 + + + Total other comprehensive income + 71,674 + 22,974 + + + Total comprehensive income + $3,083,304 + $2,541,757 + + + Total comprehensive loss attributable to non-controlling interest + (83) + - + + + Total comprehensive income attributable to Riverstone Ltd s shareholders + 3,083,387 + 2,541,757 + + + Earnings per ordinary share + + + + + Basic and Diluted + 0.30 + 0.25 + + + Weighted average number of ordinary shares outstanding* + + + + + Basic and Diluted + 10,000,000 + 10,000,000 + + + + + +* +The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1). + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-4 + + + + + + + +RIVERSTONE +LTD + +CONSOLIDATED +STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY + +(In +U.S. dollars, except for share and per share data, or otherwise noted) + + + + + Ordinary Shares + Subscription + Additional paid-in + Retained + Accumulated other comprehensive + Total Riverstone Ltd s shareholders + Non-controlling + Total shareholders + + + Shares * + Amount + receivable + capital + earnings + (loss)/income + equity + interests + equity + + Balance as of March 31, 2023 + 10,000,000 + $1,000 + $(1,000) + $- + $2,062,018 + $(6,894) + $2,055,124 + $- + $2,055,124 + + + Net income + - + - + - + - + 2,518,783 + - + 2,518,783 + - + 2,518,783 + + + Shareholder contribution of the trademark (Note 16) + - + - + - + 6,145,875 + - + - + 6,145,875 + - + 6,145,875 + + + Dividends distribution + - + - + - + - + (1,955,047) + - + (1,955,047) + - + (1,955,047) + + + Foreign currency translation adjustment, net of nil income taxes + - + - + - + - + - + 22,974 + 22,974 + - + 22,974 + + + Balance as of March 31, 2024 + 10,000,000 + $1,000 + $(1,000) + $6,145,875 + $2,625,754 + $16,080 + $8,787,709 + $- + $8,787,709 + + + Net income/(loss) + - + - + - + - + 3,011,718 + - + 3,011,718 + (88) + 3,011,630 + + + Foreign currency translation adjustment, net of nil income taxes + - + - + - + - + - + 71,669 + 71,669 + 5 + 71,674 + + + Balance as of March 31, 2025 + 10,000,000 + $1,000 + $(1,000) + $6,145,875 + $5,637,472 + $87,749 + $11,871,096 + $(83) + $11,871,013 + + + + + + + + + +* +The shares and per share data are presented on a retroactive basis to reflect the reorganization (Note 1). + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-5 + + + + + + + +RIVERSTONE +LTD + +CONSOLIDATED +STATEMENTS OF CASH FLOWS + +(In +U.S. dollars, except for share and per share data, or otherwise noted) + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + Cash + flows from operating activities: + + + + + Net income + $3,011,630 + $2,518,783 + + + Adjustments + to reconcile net income to net cash provided by/(used in) operating activities: + + + + + Depreciation and amortization + 103,251 + 19,283 + + + Amortization of right-of-use + assets + 224,524 + 164,435 + + + Provision for credit loss + 126,859 + 57,677 + + + Deferred tax expense/(benefit) + 4,482 + (9,517) + + + Change in fair value of + convertible note payable + 399,000 + - + + + Changes + in operating assets and liabilities: + + + + + Accounts receivable + (4,018,474) + (3,949,226) + + + Advances to suppliers + (247,764) + (1,737,460) + + + Inventories + 103,649 + (166,302) + + + Amounts due from/to related + parties + 113,994 + (521,891) + + + Income tax recoverable + (6) + 40,584 + + + Prepaid expenses and other + current assets + (1,173,069) + (90,944) + + + Other non-current assets + 127,550 + (212,450) + + + Accounts payable + 2,009,720 + 886,782 + + + Deferred revenue + 401,131 + 105,527 + + + Operating lease liabilities + (178,048) + (55,742) + + + Income tax payable + 98,996 + 536,773 + + + Accrued + expenses and other current liabilities + (400,090) + 1,371,362 + + + Net + cash provided by/(used in) operating activities + 707,335 + (1,042,326) + + + + + + + + Cash + flows from investing activities: + + + + + Purchase + of plant and equipment + (513,047) + (326,887) + + + Net + cash used in investing activities + (513,047) + (326,887) + + + + + + + + Cash + flows from financing activities: + + + + + Proceeds from short-term + borrowings + 5,683,676 + 5,264,998 + + + Repayments of short-term + borrowings + (6,286,089) + (4,650,227) + + + Repayment of loan from + related party + (26,829) + (62,501) + + + Proceeds from convertible + notes payable + 1,250,000 + - + + + Payment + of deferred offering cost + (696,660) + - + + + Net + cash (used in)/provided by financing activities + (75,902) + 552,270 + + + + + + + + Effect + of exchange rate changes on cash and cash equivalents and restricted cash + 26,966 + 37,040 + + + + + + + + Net + change in cash and cash equivalents and restricted cash + 145,352 + (779,903) + + + Cash + and cash equivalents and restricted cash, at beginning of the year + 742,270 + 1,522,173 + + + Cash + and cash equivalents and restricted cash, at end of the year + $887,622 + $742,270 + + + Reconciliation + of cash and restricted cash reported within the consolidated balance sheets + + + + + Cash and cash equivalents + $626,267 + $482,451 + + + Restricted + cash + 261,355 + 259,819 + + + Cash + and cash equivalents and restricted cash at the end of the year + $887,622 + $742,270 + + + + + + + + SUPPLEMENTAL + DISCLOSURE OF CASH FLOW INFORMATION: + + + + + Income tax paid + 547,199 + 73 + + + Interest paid + 110,931 + 107,475 + + + + + + + + SUPPLEMENTAL + DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: + + + + + Obtaining right-of-use + assets in exchange for operating lease liabilities + 1,173,654 + 1,961,938 + + + Payable related to dividends + - + 1,955,372 + + + Shareholder contribution + of the trademark + - + 6,146,896 + + + + + +The +accompanying notes are an integral part of these consolidated financial statements. + + + + F-6 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + 1. + PRINCIPAL + ACTIVITIES AND HISTORY OF THE GROUP + + + + +Principal +activities + + + +Riverstone +Ltd ("Riverstone", the Company) is a limited liability company established under the laws of the British Virgin Islands on +July 3, 2024. The Company through its wholly owned subsidiaries (collectively, the "Group") is a vertically integrated, B2B +(Business to Business) and B2C (Business to Consumer), fast fashion supply chain management service provider, combining advanced technologies +and ethical practices. + + + +Reorganization + + + +Prior +to the reorganization, Marvel G.F.S.C Group Limited ("Marvel") was +100% owned by Tang Siu Wan, the Chairlady, Chief Executive Officer, shareholder and Executive Director of the Group. Marvel became +a wholly owned subsidiary of Riverstone on August 20, 2024. Prior to the reorganization, D & J Industries (Hong Kong) Company +Limited ("D&J") was 51% owned by Tang Siu Wan and 49% owned by Marvel. D&J became +a wholly owned subsidiary of Riverstone on February 18, 2025. Prior to the reorganization, WeDress Pty Ltd ("WeDress Australia") +was 100% owned by Tang Siu Wan. On October 10, 2024, it became a wholly owned subsidiary of Riverstone. + + + +WeDress +Pty UK Ltd ("WeDress UK") was incorporated on June 28, 2024, under the laws of United Kingdom and conducting business operations +in United Kingdom. Prior to the reorganization, WeDress UK was 100% owned by Tang Siu Wan. +WeDress UK became a wholly owned subsidiary of Riverstone on October 25, 2024. + + + +As +these entities being transferred are all under the common control of Tang Siu Wan during the years presented in these consolidated financial +statements, these transfers were accounted for as a restructuring of entities under common control. In accordance with Accounting Standards +Codification ("ASC") 805-50-25, the entities under common control are presented on a consolidated basis for all periods to +which such entities were under common control. Since all of the subsidiaries were under common control for the entirety of the years +ended March 31, 2025 and 2024, the results of these subsidiaries are included in the consolidated financial statements for both periods. +The accompanying financial statements have been prepared using the historical cost basis as if the Reorganization had occurred at the +beginning of the first period presented. The results of operations for the periods presented reflect the consolidated performance of +the previously separate entities from the beginning to the end of each period, with the effects of intra-entity transactions eliminated. + + + +WeDress +Mexico S. de R.L. de C.V. ("WeDress Mexico"), was incorporated on November 20, 2024, under the laws of the United Mexican +States and conducting business operations in Mexico. At the time of incorporation, Riverstone began +to own 99% equity interest of it. + + + +Rocksolid +Holdings Limited ("Rocksolid") was incorporated on September 27, 2024, under the laws of the British Virgin Islands and conducting +business operations in the British Virgin Islands. At the time of incorporation, it became a wholly owned subsidiary of Riverstone. + + + +On +October 16, 2024, the Group acquired 100% equity interest +in WeDress Inc. ("WeDress U.S.") for a cash consideration of $1. Prior to the acquisition, WeDress U.S. was wholly owned +by James Reginald Hart, the de facto partner of Tang Siu Wan. + + + + F-7 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Upon +the completion of the above transactions, the Company, directly owns 100% equity interest of each of D&J, Marvel, Rocksolid, WeDress +Australia, WeDress U.S., WeDress UK, owns 99% equity interest of WeDress Mexico, and the Company indirectly, via D&J, owns 100% equity +interest of D&J Ganzhou and Ka Yee. For the Ordinary Shares arrangement, please refer to Note 13 for more information. + + + +As +of March 31, 2025, the Company and the Company s major subsidiaries are as follows: + + + + + Name + Place and date of + + Incorporation + + Percentage of + effective ownership + Principal Activities + + + Parent company: + + + + + + Riverstone Ltd + British Virgin Islands, July 3, 2024 + + Investment holding + + + Subsidiaries: + + + + + + WeDress Pty Ltd ("WeDress Australia") + Australia, April 3, 2020 + 100% owned by Riverstone + Garment supply chain services + + + Marvel G.F.S.C Group Limited ("Marvel") + Hong Kong, October 29, 2020 + 100% owned by Riverstone + Investment holding + + + D&J Industries (Hong Kong) Company Limited ("D&J") + Hong Kong, August 13, 2010 + 100% owned by Riverstone + Garment supply chain services + + + Ka Yee Development Limited ("Ka Yee") + Hong Kong, November 30, 2017 + 100% owned by D&J + Garment supply chain services + + + D&J Garment (Ganzhou) Co., Ltd ("D&J Ganzhou") + Ganzhou, April 27, 2023 + 100% owned by D&J + Garment supply chain services + + + WeDress Inc ("WeDress U.S.") + United States, August 11, 2023 + 100% owned by Riverstone + Garment supply chain services + + + WeDress Pty UK Ltd ("WeDress UK") + United Kingdom, June 28, 2024 + 100% owned by Riverstone + Garment supply chain services + + + WeDress Mexico S de R.L. de C.V. ("WeDress Mexico") + United Mexican States, November 20, 2024 + 99% owned by Riverstone + Garment supply chain services + + + Rocksolid Holdings Limited ("Rocksolid") + British Virgin Islands, September 27, 2024 + 100% owned by Riverstone + The licensing of trademarks "Double Crazy" to certain other third + parties + + + + + + + 2. + SUMMARY + OF SIGNIFICANT ACCOUNTING POLICIES + + + + +These +accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this +note and elsewhere in the accompanying consolidated financial statements and notes: + + + + + (a) + Basis + of presentation + + + + +The +accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the +U.S. ("US GAAP"). The consolidated +financial statements include the financial statements of the Group. All significant inter-company balances and transactions within the +Group have been eliminated upon combination. + + + + + (b) + Principles + of consolidation + + + + +The +accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company +balances and transactions are eliminated upon consolidation. The results of subsidiaries acquired are recorded in the consolidated income +statements from the effective date of acquisition, as appropriate. + + + +For +consolidated subsidiaries where the Group s ownership in the subsidiary is less than 100%, the equity interest not held by the +Group is shown as noncontrolling interests. + + + + F-8 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + (c) + Use + of estimates and assumptions + + + + +The +preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions +that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated +financial statements and the reported amounts of revenues and expenses during the years presented. + + + +Significant +accounting estimates reflected in the Group s consolidated financial statements include, but are not limited to, revenue recognition, +provision for credit losses of accounts receivable, valuation of trademarks, valuation of convertible notes, impairment of intangible +assets and valuation allowance for deferred tax assets. Changes in facts and circumstances may result in revised estimates. Actual results +could differ from those estimates, and as such, differences may be material to the consolidated financial statements. + + + + + (d) + Business + Combination + + + + +In +determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities +acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The +Group applies a "screen test" that permits a simplified assessment of whether an acquired set of activities and assets is +not a business. The test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable +asset or group of similar identifiable assets. + + + +Transactions +in which the acquired is considered a business are accounted for as a business combination as described below. Conversely, transactions +not considered as business acquisition are accounted for as acquisition of assets and liabilities. In such transactions, the cost of +acquisition is allocated proportionately to the acquired identifiable assets and liabilities, based on their proportionate fair value +on the acquisition date. In an asset acquisition, no goodwill is recognized on the acquisition date. + + + +The +Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 "Business Combinations". +The consideration transferred in a business combination is measured as the aggregate of the acquisition-date fair value of the assets +transferred, liabilities incurred by the Group to the selling shareholders of the acquiree, and the equity interests issued by the Group. +The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are +measured at their fair values as of the acquisition date. The excess of (i) the total costs of acquisition, fair value of the noncontrolling +interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts +of the identifiable net assets of the acquiree is recorded as goodwill. A gain on bargain purchase is recorded when the fair market value +of the net assets acquired exceeds the purchase price paid by the Group. Acquisition-related expenses and restructuring costs are expensed +as incurred. + + + + + (e) + Cash + and cash equivalents + + + + +Cash +and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments +that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate +fair value due to the short maturities of these instruments. + + + + + (f) + Restricted + cash + + + + +Restricted +cash is the cash deposits pledged as security for the debt borrowings which are expected to be released in accordance with the debt agreement. +The restriction will lapse when the related debt agreement is paid off. + + + +The +cash deposits pledged as security were $261,355 and $259,819 as of March 31, 2025 and 2024. The restricted cash balances represent cash +deposits pledged as security for debt borrowing. + + + + + (g) + Accounts + receivable, net + + + + +Accounts +receivable, net are stated at the gross billing amount less a provision for credit losses. Accounts receivable are recognized in the +period when the Group has provided services to its customers and when its right to consideration is unconditional. + + + + F-9 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + (h) + Provision + for credit losses + + + + +In +accordance with Accounting Standards Codification ("ASC") Topic 326, Financial +Instruments - Credit Losses, the Group evaluates its accounts receivable, amount due from related parties, and other current receivable +included in other current assets for expected credit losses on a regular basis. The Group maintains an estimated provision for credit +losses to reduce its receivables to the amount that it believes will be collected. The Group considers factors in assessing the collectability +of its receivables, such as the age of the amounts due, the customer s payment history, creditworthiness, current market conditions, +reasonable and supportable forecasts of future economic conditions, and other specific circumstances related to the accounts. The Group +adjusts the provision percentage periodically when there are significant differences between estimated bad debts and actual bad debts. +If there is strong evidence indicating that the receivables are likely to be unrecoverable, the Group also makes specific provision in +the period in which a loss is determined to be probable. Receivables balances are written off after all collection efforts have been +exhausted. For the years ended March 31, 2025 and 2024, the Group recorded $126,859 and $52,258 provision for credit losses for accounts +receivable, respectively. The Group had written off $148,581 of accounts receivable and nil for the years ended March 31, 2025 and 2024, +respectively. The Group did not record any provision for credit losses for other receivable for the years ended March 31, 2025 and 2024, +respectively. For the years ended March 31, 2025 and 2024, the Group recorded nil and $5,419 provision for credit losses for amounts +due from related parties, respectively. + + + + + (i) + Inventories + + + + +Inventories +are stated at the lower of cost and net realizable value. Cost of inventory is determined using the first-in-first-out method. Cost comprises +direct materials and, where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to +their present location and condition. Net realizable value represents the estimated selling price less all estimated costs of completion +and costs to be incurred in marketing, selling and distribution. When inventories are sold, the carrying amount of those inventories +is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to +net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount +of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in +the period in which the reversal occurs. + + + + + (j) + Related + parties + + + + +The +Group follows the ASC Topic 850-10, Related Party ("ASC 850") for the identification of related parties and disclosure of +related party transactions + + + +Pursuant +to ASC 850, the related parties include: a) affiliates of the Group; b) entities for which investments in their equity securities would +be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, +to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing +trusts that are managed by or under the trusteeship of management; d) principal owners of the Group; e) management of the Group; f) other +parties with which the Group may deal if one party controls or can significantly influence the management or operating policies of the +other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other +parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest +in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties +might be prevented from fully pursuing its own separate interests. + + + +The +consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, +expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated +in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature +of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts +were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary +to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of +the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from +that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if +not otherwise apparent, the terms and manner of settlement. + + + + F-10 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + (k) + Plant + and equipment, net + + + + +Plant +and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis after +taking into account their respective estimated residual values over the estimated useful lives of the assets. Cost represents the purchase +price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows: + + + + + Category + + Estimated + useful life + + + Machinery + and equipment + + 1-10 + years + + + Computer + and electronic equipment + + 3-10 + years + + + Vehicles + + 4 + years + + + + +Expenditures +for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment which are expected to extend +the useful life of assets, are capitalized. When assets have retired, or sold, the cost and related accumulated depreciation are removed +from the accounts, and any resulting gain or loss is recognized in the results of operations. + + + + + (l) + Intangible + assets + + + + +Estimated +useful lives by intangible asset classes are as follows: + + + + + Category + + Estimated + useful life + + + Trademark + of "Double Crazy" + + Indefinite + + + Trademark + of "Luxe Wave" + + 10 + years + + + + +The +estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated +useful lives may have changed. + + + +Intangible +assets that have indefinite useful lives as of March 31, 2025, included the trademark of "Double +Crazy". Intangible assets with indefinite useful lives that are acquired separately +are carried at cost less accumulated impairment losses. The acquired intangible assets are recognized and measured at fair value. The +Group expects that the trademark of "Double Crazy" +is unlikely to be terminated based on industry experience and will continue to contribute revenue in the future. Therefore, the +Group considers the useful life of such intangible assets to be indefinite. + + + +Finite-lived +intangible assets are carried at cost less accumulated amortization and impairment if any. The finite-lived intangible assets are amortized +over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the +future cash flows of the Group. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. +Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than +their carrying amounts. No impairment of finite-lived intangible assets was recognized for the years ended March 31, 2025 and 2024. + + + +The +Group evaluates indefinite-lived intangible assets as at each reporting period to determine whether events and circumstances continue +to support indefinite useful lives. The value of indefinite-lived intangible assets is not amortized but tested for impairment annually +or whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired in accordance with +ASC 350. The Group first performs a qualitative assessment to assess all relevant events and circumstances that could affect the significant +inputs used to determine the fair value of the indefinite-lived intangible asset. If after performing the qualitative assessment, the +Group determines that it is more likely than not that the indefinite-lived intangible asset is impaired, the Group calculates the fair +value of the intangible asset and performs the quantitative impairment test by comparing the fair value of the asset with its carrying +amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, the Group recognizes an impairment loss +in an amount equal to that excess. In consideration of the stable macroeconomic conditions in China and the Group s future plans, +the Group determined that it is not likely that trademarks were impaired as of March 31, 2025. As such, no impairment of indefinite-lived +intangible assets was recognized for the years ended March 31, 2025 and 2024. + + + + + (m) + Impairment + of long-lived assets + + + + +The +Group reviews for the impairment of long-lived assets, including plant and equipment, intangible assets and right-of-use assets with +finite lives, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group +measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of +the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized +for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Group +to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment, +and actual results may differ from assumed and estimated amounts. No impairment losses were recognized for the years ended March 31, +2025 and 2024. + + + + F-11 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + (n) + Fair + value measurement + + + + +Accounting +guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction +between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required +or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact, +and it considers assumptions that market participants would use when pricing the asset or liability. + + + +Accounting +guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of +unobservable inputs when measuring fair value. A financial instrument s categorization within the fair value hierarchy is based +upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: + + + + +Level 1 — Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. + + + + +Level 2 — Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are +observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical +assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations +in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. + + + + +Level 3 — Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant +to the measurement of the fair value of the assets or liabilities. + + + +Accounting +guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income +approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving +identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present +value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach +is based on the amount that would currently be required to replace an asset. + + + +Financial +assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, accounts receivable, amount due +from related parties, other current assets, accounts payable, short-term borrowings, amount due to related parties, convertible notes +payable, and accrued expenses and other current liabilities. As of March 31, 2025 and 2024, the carrying amounts of the financial +instruments approximated to their fair values due to the short-term maturity of these instruments. + + + +The +Group s non-financial assets, such as plant and equipment, intangible assets and right-of-use assets, would be measured at fair +value only if they were determined to be impaired. + + + + + (o) + Deferred offering + costs + + + + +Deferred offering +costs consist principally of all direct offering costs incurred by the Group, such as underwriting, legal, accounting, consulting, printing, +and other registration related costs in connection with the initial public offering ("IPO"). Such costs are deferred until +the closing of the IPO offering, at which time the deferred costs are offset against the offering proceeds. In the event the IPO offering +is unsuccessful or aborted, the costs will be expensed. + + + + + (p) + Convertible + Notes + + + + +The +Group accounts for its convertible notes under ASC 815, "Derivatives and Hedging" ("ASC 815"). Under ASC 815-15-25, +the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. +The Group has made such election for its convertible notes. Using the fair value option, the convertible notes are required to be recorded +at their initial fair value on the date of issuance, each drawdown date, and each balance sheet date thereafter. The Company has elected +to present fair value and the accrued interest component separately in the consolidated statements of operations. Therefore, interest +will be recognized and accrued separately in interest expense, with changes in fair value of the convertible notes presented in the "Change +in fair value of convertible notes" line item in the consolidated statements of operations. + + + + + (q) + Revenue + recognition + + + + +The +Group recognizes revenue under Accounting Standards Codification ("ASC") +606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue +to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects +to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: + + + +Step +1: Identify the contract(s) with the customer + + + +Step +2: Identify the performance obligations in the contract + + + +Step +3: Determine the transaction price - The transaction price is the amount of consideration in a contract to which an entity expects to +be entitled in exchange for transferring promised goods or services to a customer. + + + +Step +4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction +price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised +in the contract. + + + + F-12 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Step +5: Recognize revenue when (or as) the company satisfies a performance obligation – An entity recognizes revenue when (or as) it +satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control +of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance +obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises +to transfer service to a customer). + + + +These +criteria as they relate to each of the following major revenue generating activities are described below. An analysis of the Group +s revenue is as follows: + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + Sales of goods + $45,005,083 + $38,114,277 + + + Royalty income + 1,288,013 + 1,189,391 + + + Total revenue + $46,293,096 + $39,303,668 + + + + + +Sales +of goods + + + +The +Group integrates professional ladies wear design, pattern making, production, processing, customization, and sales both to the +international brands and retailers. The Group will typically receive purchase orders from its customers which will set forth products +design, quantity to be delivered, the transaction price, terms of delivery and terms of payment. The terms serve as the basis of the +performance obligations that the Group must fulfill to recognize revenue. The key performance obligation is the delivery of the finished +product to the customer at their location at which point title to that asset passes to the customer. Revenue is recognized at a point +in time when control of the goods has transferred, being when the goods have been delivered to the customer according to respective orders +delivery terms. + + + +Royalty +income + + + +The +Group s royalty income contracts are generally structured whereby the licensee sells clothes using the Group s trademark +to its customers and the Group collects its percentage royalty based on the revenue generated. In this scenario, the Group recognizes +revenue based on 18% of the revenue generated by the licensee from the business transactions entered into between the licensee and its +customers. The royalty revenue is recognized over time as the licensee simultaneously receives and consumes the benefits provided by +the Group. + + + +Contract +balances + + + +The +Group applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense +when incurred if the amortization period of such costs is one year or less. These costs are included in cost of revenues. + + + +Payment +terms are established on the Group s pre-established credit requirements based upon an evaluation of customers credit. Contract +assets are recognized for in related accounts receivable when the Group s right to consideration is unconditional. + + + +Deferred +revenue, which represents a contract liability, represents mostly unrecognized revenue amount received from customers. The balance of +deferred revenue is recognized as revenue upon the completion of performance obligations. The Group s deferred revenue amounted +to $503,921 and $104,728 as of March 31, 2025 and 2024, respectively. + + + +Other +than accounts receivable and deferred revenue, the Group had no other material contract assets, contract liabilities or deferred contract +costs recorded on its consolidated balance sheets as of March 31, 2025 and 2024. + + + + F-13 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + (r) + Cost + of revenues + + + + +Cost +of revenues consists primarily of purchase of raw materials, finished goods, inbound freight costs, outbound freight costs associated +with shipping goods to customers, direct and indirect labor and related benefits, and related overhead. Overhead includes all costs related +to manufacturing or sourcing goods, including costs of packing materials, depreciation of long-lived assets, as well as related costs +that are directly attributable to the Group s principal operations. + + + + + (s) + Sales + and marketing expenses + + + + +Sales +and marketing expenses mainly consist of (i) advertising costs and market promotion expenses and (ii) transportation fees. + + + + + (t) + General + and administrative expenses + + + + +General +and administrative expenses mainly consist of (i) salary and welfare for general and administrative personnel, (ii) professional service +fee, (iii) rental fee, (iv) depreciation related to general and administrative departments and (v) other corporate expenses. + + + + + (u) + Research + and development expenses + + + + +Research +and development expenses mainly consist of (i) salary and welfare for research and development personnel, (ii) material consumption and +(iii) other miscellaneous research and development expenses. + + + + + (v) + Employee + defined contribution plan + + + + +The +Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the "Scheme") +under the Mandatory Provident Fund Schemes Ordinance for those employees of the Group in Hong Kong who are eligible to participate in +the Scheme. Contributions are made based on a percentage of the employees basic salaries and are charged to the statements of +operations and comprehensive income as they become payable in accordance with the rules of the Scheme. The assets of the Scheme are held +separately from those of the Group in an independently administered fund. The Group s employer contributions vest fully with the +employees when contributed into the Scheme. + + + +According +to the regulations of the People s Republic of China ("PRC"), full-time +eligible employees of the Group in the PRC are entitled to various government statutory employee benefit plans, including medical insurance, +maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer +defined contribution plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages +of the qualified employees salaries. The Group has no further commitments beyond its required contribution. + + + + + (w) + Income + taxes + + + + +The +Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable +to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective +tax bases. + + + +Deferred +tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary +differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized +in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets +to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. + + + +The +provisions of ASC 740-10-25, "Accounting for Uncertainty in Income Taxes," prescribe a more-likely-than-not threshold for +consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This +interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred +income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Penalties +and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. + + + + F-14 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +The +Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of +its consolidated statements of operations and comprehensive income for the years ended March 31, 2025 and 2024, respectively. + + + +The +Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. + + + + + (x) + Foreign + currency transactions and translations + + + + +The +functional currency of D&J Ganzhou is RMB, which is the local currency to determine financial position and operation result. + + + +The +functional currency of Marvel, D&J, Ka Yee, WeDress UK and Rocksolid is HKD. + + + +The +functional currency of WeDress Australia is AUD, which is the local currency to determine financial position and operation result. + + + +The +functional currency of WeDress Mexico is MXN, which is the local currency to determine financial position and operation result. + + + +The +functional currency of Riverstone, WeDress U.S. is USD, which is the local currency to determine financial position and operation result. + + + +The +Group s financial statements are reported using U.S. Dollars ("$"). The results of operations and the consolidated +statements of cash flows denominated in functional currency are translated at the average rate of exchange during the reporting period. +Assets and liabilities denominated in functional currencies at the balance sheet date are translated at the applicable rates of exchange +in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time +of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities +reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated +balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate +component of accumulated other comprehensive income included in consolidated statements of changes in equity. Gains or losses from foreign +currency transactions are included in the results of operations. + + + +The +value of RMB, HKD, AUD and MXN against $ and other currencies may fluctuate and is affected by, among other things, changes in political +and economic conditions of the PRC, Hong Kong, Australia and Mexico. Any significant revaluation of RMB, HKD, AUD and MXN may materially +affect the Group s financial condition in terms of $ reporting. Unless otherwise noted, all translations from RMB, HKD, AUD and +MXN against $ and from $ to RMB, HKD, AUD and MXN are made as set forth in the H.10 statistical release of The Board of Governors of +the Federal Reserve System. + + + +The +following table outlines the currency exchange rates that were used in creating the consolidated financial statements: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Balance sheet items, except for equity accounts + + + + + RMB against $ + 7.2567 + 7.2203 + + + HKD against $ + 7.7799 + 7.8259 + + + AUD against $ + 1.6036 + 1.5328 + + + MXN against $ + 20.4582 + N/A + + + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Items in the statements of operations and comprehensive income, and statements of cash flows + + + + + RMB against $ + 7.2163 + 7.1671 + + + HKD against $ + 7.7930 + 7.8246 + + + AUD against $ + 1.5328 + 1.5200 + + + MXN against $ + 19.1473 + N/A + + + + + + F-15 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +No +representation is made that the RMB amounts, HKD amounts, AUD amounts and MXN amounts could have been, or could be, converted into U.S. +dollars at the rates used in translation. + + + +Currency +convertibility risk + + + +The +PRC government imposes controls on the convertibility of RMB into foreign currencies. The Group s cash denominated in RMB that +are subject to such government controls. The value of RMB is subject to changes in the central government policies and to international +economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. In the PRC, certain +foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by +the People s Bank of China (the "PBOC"). Remittances in currencies other than RMB by the Group in the Chinese mainland +must be processed through the PBOC or other Chinese foreign exchange regulatory bodies which require certain supporting documentation +in order to process the remittance. + + + +Foreign +currency exchange rate risk + + + +The +RMB, HKD, AUD and MXN has fluctuated against the $, at times significantly and unpredictably during the reporting periods. The depreciation +of the RMB against the US$ was approximately 0.5% and 5.1% for the years ended March 31, 2025 and 2024, respectively. The appreciation +of the HKD against the US$ was approximately 0.6% and 0.3% for the years ended March 31, 2025 and 2024. The depreciation of the AUD against +the US$ was approximately 4.6% and 2.8% for the years ended March 31, 2025 and 2024, respectively. The depreciation of the MXN against +the US$ was approximately 23.6% for the years ended March 31, 2025, and the appreciation of the MXN against the US$ was approximately +8.1% for the years ended March 31, 2024. It is difficult to predict how market forces or the PRC, Hong Kong, Australia, Mexico or +U.S. government policy may impact the exchange rate between the RMB, HKD, AUD, MXN and the US$ in the future. + + + + + (y) + Earnings + per share + + + + +Basic +earnings per share is computed by dividing net income attributable to ordinary shareholders, taking into consideration the deemed dividends +to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class +method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their +participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding +shares and included in the computation of basic earnings per share as of the date that all necessary conditions have been satisfied. +Net income is not allocated to other participating securities if based on their contractual terms they are not obligated to share the +income. + + + +Diluted +earnings per share is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the effect of dilutive +ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during +the year. Ordinary equivalent shares consist of ordinary shares issuable upon the exercise of share options using the treasury stock +method and convertible instruments by using the if-converted method. Ordinary equivalent shares are not included in the denominator +of the diluted earnings per share calculation when inclusion of such share would be anti-dilutive. + + + + + (z) + Operating + lease + + + + +On +April 1, 2021, the Group adopted Accounting Standards Update ("ASU") 2016-02, Lease (FASB ASC Topic 842), using the non-comparative +transition option pursuant to ASU 2018-11. Therefore, the Group has not restated comparative period financial information for the effects +of ASC 842 and will not make the new required lease disclosures for comparative periods beginning before April 1, 2021. The adoption +of Topic 842 resulted in the presentation of operating lease right-of-use ("ROU") +assets and operating lease liabilities on the consolidated balance sheet. The Group has elected the package of practical expedients, +which allows the Group not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease; +(2) lease classification for any expired or existing leases as of the adoption date; and (3) initial direct costs for any expired or +existing leases as of the adoption date. Lastly, the Group elected the short-term lease exemption for all contracts with lease terms +of 12 months or less. The Group recognizes lease expense for short-term leases on a straight-line basis over the lease term. + + + + F-16 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Right-of-use +assets represent the Group s right to use an underlying asset for the lease term and lease liabilities represent the Group s +obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement +date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Group s leases +is not readily determinable, the Group utilizes its incremental borrowing rate, determined by class of underlying asset, to discount +the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives. +The Group s ROU assets are amortized over the life of the lease using the effective interest method. Lease expense for lease payments +is recognized on a straight-line basis over the lease term. The Group s lease agreements did not contain any material residual +value guarantees or material restrictive covenants. + + + + + (aa) + Commitments + and contingencies + + + + +The +Group follows the ASC Topic 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the +financial statements are issued, which may result in a loss to the Group, but which will only be resolved when one or more future events +occur or fail to occur. The Group assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. +In assessing loss contingencies related to legal proceedings that are pending against the Group or un-asserted claims that may result +in such proceedings, the Group evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived +merits of the amount of relief sought or expected to be sought therein. + + + +If +the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability +can be estimated, then the estimated liability would be accrued in the Group s financial statements. If the assessment indicates +that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then +the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. + + + +Loss +contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. +Management does not believe, based upon information available at this time that these matters will have a material adverse effect on +the Group s financial position, results of operations or cash flows. However, there is no assurance that such matters will not +materially and adversely affect the Group s business, financial position, and results of operations or cash flows + + + + + (ab) + Segments + + + + +Operating +segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Group identified +its chief operating decision maker ("CODM") as the Group s Chief Executive Officer, relies upon the consolidated results +of operations as a whole when making decisions about allocating resources and assessing the performance of the Group. As a result of +the assessment made by CODM, the Group has only one operating and reportable segment. This is supported by the operational structure +of the Group which is designed and managed to share resources across the entire suite of products offered by the business. Such resources +include research and development, product design, marketing, operations, and administrative functions. + + + +The +following table sets forth the segment information for revenue, segment profit, and significant expenses: + + + + + + For + the years ended March 31, + + + + 2025 + 2024 + + + Total operating revenue + $46,293,096 + $39,303,668 + + + Less: + + + + + Significant segment expenses + + + + + Cost of revenues + 38,690,051 + 34,887,558 + + + Salary and welfare + 1,183,447 + 321,210 + + + Rental fee including right of use assets depreciation and short-term leases + 355,126 + 245,363 + + + Advertising costs and market promotion expenses + 92,247 + 66,623 + + + Other + segment items (1) + 2,960,595 + 1,264,131 + + + Segment net income + $3,011,630 + $2,518,783 + + + + + +Note: + + + + + (1) + + Other + segment items included in consolidated net income mainly are general and administrative expenses excluding salary and welfare and + rental fee including right of use assets depreciation and short-term leases, research and development expenses, sales and marketing + expenses excluding advertising costs and market promotion expenses, change in fair value of convertible notes payable, financial + expenses, net and other income/(expenses), net which are reflected in the consolidated statements of operations and comprehensive + income. + + + + +The +following table presents operating revenue and long-lived assets by geographic location: + + + + + + Operating + revenue (1) + Long-live + assets (2) + + + + For the years ended March 31, + As of March 31, + + + + 2025 + 2024 + 2025 + 2024 + + + United States + $19,129,298 + $14,729,369 + $- + $- + + + Australia + 15,789,357 + 8,290,176 + 88 + - + + + United Kingdom + 7,535,219 + 12,566,852 + - + - + + + PRC Mainland + 2,951,601 + 1,864,786 + 3,628,905 + 2,029,680 + + + Hong Kong + 130,423 + - + 22,709 + 59,025 + + + Others + 757,198 + 1,852,485 + - + - + + + Total + $46,293,096 + $39,303,668 + $3,651,702 + $2,088,705 + + + + + +Note: + + + + + (1) + Operating + revenue is presented by geographic location according to the customers location. + + + + + (2) + Long-lived + assets are comprised of property and equipment, net and right-of-use assets, net. + + + + + + + (ac) + Recent + accounting pronouncements + + + + +The +Group is an "emerging growth company" ("EGC") as defined in the Jumpstart Our Business Startups Act of 2012 (the +"JOBS Act"). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or +revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement +declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised +financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply +with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Group has elected +not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application +dates for public or private companies, the Group, as an emerging growth company, can adopt the new or revised standard at the time private +companies adopt the new or revised standard. This may make comparison of the Group s financial statements with another public company +which is not an emerging growth company that has opted out of using the extended transition period difficult or impossible because of +the potential differences in accounting standards used. + + + + F-17 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +In +December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income +tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. +This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is to be adopted +on a prospective basis with the option to apply retrospectively and is effective for public business entities, for annual periods beginning +after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning +after December 15, 2025. The Group is in the process of evaluation the impact of adopting this new guidance on its consolidated financial +statement. + + + +In +March 2024, the FASB issued ASU 2024-02, which removes references to the Board s concepts statements from the FASB Accounting Standards +Codification (the "Codification" or ASC). The ASU is part of the Board s standing project to make "Codification +updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure +of guidance, and other minor improvements." The Group s management does not believe the adoption of ASU 2024-02 will have +a material impact on its consolidated financial statements and disclosures. + + + +In +November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic +220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense +categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning +after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. In January 2025, the +FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 (Expense Disaggregation Disclosures). The amendment confirms that +all public business entities must adopt ASU 2024-03 in annual periods beginning after December 15, 2026, and in interim periods beginning +after December 15, 2027, addressing ambiguity for non-calendar year-end entities. Early adoption of ASU 2024-03 remains allowed. The +Group is currently evaluating the impact of adopting ASU 2024-03 and ASU 2025-01. + + + +Other +accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material +impact on the consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to +have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. + + + + + 3. + ACCOUNTS + RECEIVABLE, NET + + + + +Accounts +receivable, net consists of the following: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Accounts receivable + $9,582,485 + $5,687,152 + + + Provision for credit losses + (30,799) + (52,249) + + + Accounts receivable, net + $9,551,686 + $5,634,903 + + + + + +The +Group recorded provision for credit losses of $126,859 and recorded provision for credit losses of $52,258 for the years ended March +31, 2025 and 2024, respectively. The Group had written-off accounts receivable of $148,581 and nil for the years ended March 31, 2025 +and 2024, respectively. + + + +An +analysis of the provision for the credit losses is as follows: + + + + + Balance as of March 31, 2023 + $- + + + Current period provision, net + 52,258 + + + Foreign exchange adjustment + (9) + + + Balance as of March 31, 2024 + 52,249 + + + Current period provision, net + 126,859 + + + Write-offs + (148,581) + + + Foreign exchange adjustment + 272 + + + Balance as of March 31, 2025 + $30,799 + + + + + + + 4. + INVENTORIES + + + + +As +of March 31, 2025 and 2024, inventories consisted of the following: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Finished goods + $61,309 + $165,077 + + + Inventories + $61,309 + $165,077 + + + + + +For +the years ended March 31, 2025 and 2024, no obsolete inventories or lower of cost or market adjustment was recognized. + + + + F-18 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + 5. + PREPAID + EXPENSES AND OTHER CURRENT ASSETS + + + + +As +of March 31, 2025 and 2024, prepaid expenses and other current assets consisted of the following: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Receivables from third-party collections on behalf of the Group + $1,116,708 + $- + + + Convertible note receivable from an investor (1) + 399,491 + - + + + Input value-added tax + 81,627 + 42,443 + + + Deposits + 70,203 + 15,668 + + + Prepaid expenses + 44,201 + 30,970 + + + Others + 16,740 + - + + + Tax recoverable + - + 58,271 + + + Total prepaid expenses and other current assets + $1,728,970 + $147,352 + + + + + +(1)The + balance represented the amount the Company expects to receive under the Convertible Notes + issued to the investor, for which principal has not yet been received, after recognizing exchange differences. + + + + + 6. + PLANT + AND EQUIPMENT, NET + + + + +Plant +and equipment, net, consists of the following: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Computer and electronic equipment + $424,042 + $113,279 + + + Machinery and equipment + 403,219 + 115,981 + + + Leasehold improvement + 132,274 + - + + + Vehicles + 68,960 + 68,869 + + + Subtotal + 1,028,495 + 298,129 + + + Less: accumulated depreciation + (121,857) + (19,347) + + + Plant and equipment, net + $906,638 + $278,782 + + + + + +Depreciation +expenses of plant and equipment were $103,193 and $19,225 for the years ended March 31, 2025 and 2024, respectively. + + + + + 7. + INTANGIBLE + ASSETS, NET + + + + +Intangible +assets, net, consists of the following: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Indefinite useful lives: + $ + $ + + + Trademark of "Double Crazy" + 6,182,213 + 6,145,875 + + + Subtotal + 6,182,213 + 6,145,875 + + + Definite useful lives + + + + + Trademark of "Luxe Wave" + 579 + 575 + + + Subtotal + 579 + 575 + + + Less: accumulated amortization + (174) + (115) + + + Definite useful lives, net + 405 + 460 + + + Intangible Assets, net + $6,182,618 + $6,146,335 + + + + + +Amortization +expenses were $58 and $58 for the years ended March 31, 2025 and 2024, respectively. + + + +The +following is a schedule, by fiscal years, of amortization amount of intangible assets as of March 31, 2025: + + + + + INTANGIBLE ASSETS, NET + + + + 2026 + $58 + + + 2027 + 58 + + + 2028 + 58 + + + 2029 + 58 + + + 2030 + 58 + + + Thereafter + 115 + + + Total + $405 + + + + + + + 8. + SHORT-TERM + BORROWINGS + + + + +Interest +expenses related to the short-term borrowings were $110,931 and $107,455 for the years ended March 31, 2025 and 2024, respectively. As +of March 31, 2025 and 2024, the weighted average interest rate of the short-term borrowings was 6.33% and 6.80% per annum, respectively. + + + + F-19 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Short-term +borrowing as of March 31, 2025 and 2024 represented the following: + + + + + Lender + Interest rate + Issuance Date + Maturity Date + As of March 31, + + + + + + + 2025 + 2024 + + + Hang Seng Bank + (1) + 5.33% + Nov 16, 2022 + Nov 15, 2027 + $306,160 + $407,811 + + + DBS Bank (Hong Kong) Limited + (3) + 7.00%-7.23% + Jan 30, 2022 + Jan 30, 2027 + 141,898 + 210,467 + + + Citibank (2) + 5.50% + Mar 24, 2025 + Apr 24, 2025 + 128,536 + - + + + Citibank (2) + 7.32% + Feb 18, 2025 + Apr 16, 2025 + 125,294 + - + + + Citibank (2) + 7.31% + Mar 20, 2025 + May 15, 2025 + 107,479 + - + + + Citibank (2) + 7.30% + Mar 5, 2025 + May 1, 2025 + 106,286 + - + + + Citibank (2) + 7.30% + Mar 28, 2025 + May 26, 2025 + 98,396 + - + + + Standard Chartered Bank + (4) + 3.00%-3.62% + Dec 21, 2020 + Dec 21, 2025 + 33,793 + 77,100 + + + Standard Chartered Bank + (5) + 7.55% + May 8, 2020 + May 8, 2025 + 5,121 + 34,438 + + + Citibank (2) + 7.50% + Mar 21, 2024 + May 16, 2024 + - + 377,153 + + + Citibank (2) + 8.32% + Mar 7, 2024 + May 2, 2024 + - + 290,765 + + + Citibank (2) + 6.13% + Mar 28, 2024 + Apr 29, 2024 + - + 127,781 + + + Citibank (2) + 7.67% + Feb 6, 2024 + Apr 4, 2024 + - + 121,138 + + + Total + + + + $1,052,963 + $1,646,653 + + + + + + + (1) + The + principal of the loan borrowed from Hang Seng Bank was HKD4,200,000 (approximately $539,853) and repayable by monthly installments + up to November 2027. The loan granted to the Group under The HKMCI SME Financing Guarantee Scheme operated by HKMC Insurance Limited + ("HKMCI"). The loan is secured by unlimited personal guarantee issued by + Tang Siu Wan, the chairman and chief executive officer of the Group and a guarantee given by HKMCI. + + + + + + (2) + On + March 17, 2023, the Group entered into a credit facility agreement with Citi Bank, under which the Group is able to borrow up to + HKD13,000,000 (approximately $1,670,973). The credit facility agreement is guaranteed by Tang Siu Wan, the chairlady and chief + executive officer of the Group. As of March 31, 2025, the Group had unutilized lines of credit aggregating HKD8,596,641 (approximately + $1,104,982) for short-term financing. As of March 31, 2024, the Group had not fully complied with certain financial + covenants pursuant to the facility letter issued by Citibank. As of March 31, 2025, the Group has fully complied with the financial + covenants pursuant to the facility letter issued by Citibank. + + + + + + (3) + The + principal of the loan borrowed from DBS Bank (Hong Kong) Limited was HKD2,700,000 (approximately $347,048) and repayable by monthly + installments up to January 2027. The loan granted to the Group under The HKMCI SME Financing Guarantee Scheme operated by HKMC Insurance + Limited ("HKMCI"). The loan is secured by unlimited personal guarantee issued by Tang Siu Wan, the chairman and chief + executive officer of the Group and a guarantee given by HKMCI. + + + + + + (4) + The + principal of the loan borrowed from Standard Chartered Bank was HKD1,330,800 (approximately $171,056) and repayable by monthly installments + up to December 2025. The loan granted to the Group under The HKMCI SME Financing Guarantee Scheme operated by HKMC Insurance Limited + ("HKMCI"). The loan is secured by unlimited personal guarantee issued by Tang Siu Wan, the chairman and chief executive + officer of the Group and a guarantee given by HKMCI. + + + + + + (5) + The + principal of the loan borrowed from Standard Chartered Bank was HKD1,001,036 (approximately $128,670) and repayable by monthly installments + up to May 2025. The loan granted to the Group under The HKMCI SME Financing Guarantee Scheme operated by HKMC Insurance Limited ("HKMCI"). + The loan is secured by unlimited personal guarantee issued by Tang Siu Wan, the chairman and chief executive officer of the Group + and a guarantee given by HKMCI. + + + + +Notwithstanding +any repayment terms stated above, the above loans are repayable on demand by the bank. The banks have the overriding right at any time +to require immediate payment and may at any time immediately modify, terminate, cancel or suspend the facilities or vary the terms applicable +to the facilities. + + + + F-20 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + 9. + CONVERTIBLE + NOTES PAYABLE + + + + +From +October 1, 2024 to March 7, 2025, the Company issued a series of unsecured subordinated convertible promissory notes (collectively, the +"Convertible Notes") with five institutional investors and five individual investors (collectively, the "Holders") +providing for the sale and issuance of an aggregate original principal amount of $1,650,000. The Convertible Notes are due from December +9, 2026 to September 10, 2027 or at the sole and absolute discretion of the Company to extend from December 9, 2027 to October 1, 2028, +unless earlier converted or redeemed (the "Maturity Date"). The payment of principal on the Convertible Notes is subordinated +in right of payment to the prior payment in full of amounts then due on all Senior Debt, which will be defined to include any and all +debt of the Company with banks, savings and loans or other financial institutions, whether or not secured by any collateral, existing +on or prior to the date of issuance of the Convertible Notes and as disclosed to the investors. + + + +Conversion +Features + + + + Mandatory + Conversion: In the event of the closing of a firm commitment underwritten public offering + prior to the Maturity Date in which gross proceeds of at least $5,000,000 are raised (subject + to adjustments for stock dividends, splits, combinations, and similar events) (a "QPO"), + at a minimum gross offering price of $4.00 per share, then the principal of the remaining + Convertible Notes that are not demanded for earlier redemption, will automatically convert + into the Company s Ordinary Shares fifteen days after the closing of the QPO ("Mandatory + Conversion Date"). The conversion price will be 66.67% or 100% of the gross offering + price in the QPO. Any accrued and unpaid interest on the remaining Convertible Notes will + be waived for payment. + + Optional + Conversion: The Convertible Notes allow the Holders to convert all or any portion of the + principal amount of the Convertible Notes, together with any accrued and unpaid interest + in increments of not less than $10,000, into the Company s Ordinary Shares at a price per + share equal to the greater of 66.67% or 100% of the anticipated QPO offering price or $4.00 + (subject to adjustment in the case of stock splits, stock combinations and similar transactions). + + + +Redemption +Features + + + + The + Holders have an earlier redemption right that, in the event of the Company s Form F-1 + Registration Statement for public offering becoming effective, allows the Holders to demand + the Company to repay each Convertible Note at a price of US$50,000 on the date of closing + the public offering prior to the Maturity Date. + + + +Interest + + + +The +Convertible Notes accrue interest at an annual rate ranging from 7% to 8%, accrued from October 1, 2024. + + + +The Company issued the Convertible +Notes in the aggregate principal amount of $1,650,000. The cash proceeds from the Convertible Notes issuances aggregated $1,250,000 for +the year ended March 31, 2025. As of March 31, 2025, the corresponding receivable amounted to $400,000 and was classified under the "Prepaid +expenses and other current assets" line item in the consolidated balance sheet and subsequently settled on June 13, 2025. The Convertible +Notes are recorded at fair value pursuant to the fair value option election under ASC 815 (please refer to Note 2 (p)). + + + +The +estimated fair value of the Convertible Notes as of March 31, 2025 was computed using a binomial option pricing model which incorporates +significant inputs that are not observable in the market and thus represents a Level 3 measurement. + + + +The +Company determined the fair value by using the following +key assumptions in the binomial option pricing model: + + + + + + As of March 31, 2025 + + + Share price + $3.69 + + + Strike price + $2.67-4.00 + + + Risk-free rate + 3.81%-3.85% + + + Volatility (annual) + 33.22%-35.12% + + + Dividend yield (annual) + 0.00% + + + + + + + 10. + ACCRUED + EXPENSES AND OTHER LIABILITIES + + + + + + + + As of March 31, + + + + 2025 + 2024 + + + Accrued payroll + $606,573 + $45,832 + + + Accrued expenses + 581,314 + 1,276,528 + + + Tax payable + 64,673 + 62,880 + + + Accrued interest (1) + 40,064 + - + + + Loan + from a third party (2) + - + 13,850 + + + Total accrued expenses and other current liabilities + $1,292,624 + $1,399,090 + + + + + + + (1) + The + balances represented accrued interest on convertible notes payable with an annual interest rate ranging from 7% to 8%. + + + (2) + The balances represented an unsecured and interest-free loan from a related + party for daily operations, which were due on demand. As of March 31, 2025, the Group had repaid the loan in full. + + + + + F-21 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + + + 11. + TAXATION + + + + +British +Virgin Islands + + + +Riverstone +and Rocksolid were incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, the Group is not +subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the British Virgin Islands. + + + +Hong +Kong + + + +Marvel, +D&J and Ka Yee were established in Hong Kong and is subject to a two-tiered profits tax rate for taxable income earned in Hong +Kong effectively since April 1, 2018. The first HKD2 million of profits earned by a company is subject to be taxed at an income tax rate +of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%. All entities with profits chargeable +to Profits Tax in Hong Kong would qualify for the two-tiered profits tax rates, except those with a connected entity which is nominated +to be chargeable at the two-tiered rates. The two-tiered profits tax rates would not apply to the taxpaying entity. The whole of the +taxpaying entity s assessable profits will be chargeable to Profits Tax at the rate of 16.5%. However, the Commissioner may apply +the two-tiered profits tax rates to one of the connected entities for a year of assessment if that entity elects the two-tiered rates. +An entity s election is effective only if no other connected entity has made an election for the same year of assessment. However, +a different connected entity may elect the two-tiered profits tax rates for a different year of assessment if all conditions are met. +For the years ended March 31, 2025 and 2024, the Group applied the two-tiered profits tax rates to D&J. + + + +PRC + + + +Generally, +D&J Ganzhou, which is considered as a PRC resident enterprise under PRC tax law, is subject to enterprise income tax on its worldwide +taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. + + + +The +State Administration of Taxation further announced that from January 1, 2021 to December 31, 2022, for the portion of taxable income +not exceeding RMB1 million, the amount of taxable income can be halved from 25% to 12.5%, and the enterprise income tax will be levied +at 20%, for small-scale and low-profit enterprises, and from January 1, 2022 to December 31, 2024, small-scale and low-profit enterprises +can enjoy a 20% enterprise income tax rate on 25% of the taxable income amount for the portion of taxable income more than RMB1 million +but not exceeding RMB3 million. In accordance with announcement of the Ministry of Finance and the State Taxation Administration [2023] +No. 6, which was effective from January 1, 2023, to December 31, 2024, preferential tax rate became 5% on taxable income below RMB1 million. +According to announcement of the Ministry of Finance and the State Taxation Administration [2023] No.12, which became effective on January +1, 2023, and until to December 31, 2027, small-scale, low profit enterprises are subject to the preferential income tax rate of 5% (only +25% of such taxable income shall be subject to enterprises income tax at a tax rate of 20%). + + + +For +the year ended March 31, 2025 and 2024, D&J Ganzhou was recognized as small-scale and low-profit enterprises. + + + +Australia + + + +WeDress +Australia incorporated in Australia is a base rate entity for the years ended March 31, 2025 and 2024 and the 25% company tax rate applies. + + + +United +Kingdom + + + +WeDress +UK was established in 2024 and incorporated in United Kingdom, and it is subject to corporation tax at different tax rates, depending +upon the profits made. For the year ended March 31, 2025, the corporation tax rate is 19%. + + + +United +Mexican States + + + +WeDress +Mexico incorporated in Mexico, which considered as a Mexican resident enterprise and subject to corporate income tax on its worldwide +taxable income. The federal corporate income tax rate is 30%. + +United +States + + + +WeDress +U.S. incorporated in the US is subject to U.S. federal corporate income tax at a statutory rate of 21%, and also to state corporate income +taxes, which generally range from 1% to 10% depending on the state and taxable income levels. + + + + F-22 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +The +income tax provision consists of the following components: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Current income tax expenses + $646,194 + $562,521 + + + Deferred income tax expenses/(benefits) + 4,482 + (9,515) + + + Total income tax expenses + $650,676 + $553,006 + + + + + +A +reconciliation between the Group s actual provision for income taxes and the provision at the HK statutory rate is as follows: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Income before income tax expenses + $3,662,306 + $3,071,789 + + + Income tax expenses at the HK statutory rate + 604,280 + 506,845 + + + Tax holiday + (21,173) + (24,573) + + + Impact of different tax rates in other jurisdictions + 48,616 + 19,223 + + + Tax effect of non-deductible items + 140 + 25 + + + Change in valuation allowance + 18,813 + 51,486 + + + Income tax expenses + $650,676 + $553,006 + + + + + +As +of March 31, 2025 and 2024, the significant components of the deferred tax assets and deferred tax liability are summarized below: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Deferred tax assets: + + + + + Net operating loss carried forward + $83,882 + $71,148 + + + Provision for credit losses + 5,082 + 9,515 + + + Lease liabilities + 147,482 + 102,588 + + + Deferred tax assets, gross + 236,446 + 183,251 + + + Valuation allowance + (91,560) + (76,543) + + + Deferred tax assets, net of valuation allowance + $144,886 + $106,708 + + + + + + + + Deferred tax liabilities: + + + + + Right-of-use assets + $(139,804) + $(97,193) + + + Total deferred tax liabilities + (139,804) + (97,193) + + + Deferred tax assets, net + $5,082 + $9,515 + + + + + +As +of March 31, 2025, the Group had net operating loss carryforwards of approximately $8,839 that will expire in 2035, which arose from +WeDress Mexico established in the United Mexican States, and net operating loss carryforwards of approximately $887,650 that can be carried +forward indefinitely, which arose from Wedress UK established in United Kingdom, Ka Yee established in Hong Kong, WeDress Australia +established in Australia and Riverstone established in British Virgin Islands. + + + + F-23 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Movement +of valuation allowance is as follow: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Valuation allowance + + + + + Balance at beginning of the year + $76,543 + 26,106 + + + Additions + 32,285 + 51,486 + + + Utilization + (13,472) + - + + + Exchange rate effect + (3,796 +) + (1,049) + + + Balance at end of the year + $91,560 + 76,543 + + + + + +The +Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than +not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future +profitability, the duration of statutory carry forward periods, the Group s experience with tax attributes expiring unused and +tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. +Under the applicable accounting standards, management has considered the Group s history of losses and concluded that it is more +likely than not that some subsidiaries of the Group will not generate future taxable income prior to the expiration of the majority of +net operating losses for $8,839. Accordingly, as of March 31, 2025 and 2024, a $91,560 and $76,543 valuation allowance has been +established respectively. + + + +Uncertain +tax positions + + + +The +Group evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, +and measure the unrecognized benefits associated with the tax positions. As of March 31, 2025 and 2024, the Group did not have any significant +unrecognized uncertain tax positions. The Group does not believe that its uncertain tax benefits +position will materially change over the next twelve months. + + + +For +the years ended March 31, 2025 and 2024, the Group did not incur any interest and penalties related to potential underpaid income tax +expenses. As of March 31, 2025, the tax years ended December 31, 2024, for the D&J Ganzhou in the PRC are generally subject +to examination by the PRC tax authorities. + + + + + 12. + LEASES + + + + +The +Group leases offices space under non-cancellable operating leases. The Group considers those termination options that are reasonably +certain not to be exercised by the lessee in the determination of the lease term and initial measurement of right of use assets and lease +liabilities. + + + +The +Group determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification +criteria of a finance or operating lease. + + + +As +of March 31, 2025 and 2024, the Group had no long-term leases that were classified as a financing lease, and the Group s lease +contracts only contain fixed lease payments and do not contain any residual value guarantee. + + + +The +Group s lease agreements do not contain any material residual value guarantees or material restrictive covenants. + + + +A +summary of lease cost recognized in the Group s consolidated statements of operations and comprehensive income is as follows: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Operating leases cost excluding short-term rental expense + $319,659 + $225,913 + + + Total + $319,659 + $225,913 + + + + + +The +Group s lease agreements do not have a discount rate that is readily determinable. The incremental borrowing rate is determined +at lease commencement or lease modification and represents the rate of interest the Group would have to pay to borrow on a collateralized +basis over a similar term and an amount equal to the lease payments in a similar economic environment. + + + + F-24 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Cash +paid for amounts included in the measurement of lease liabilities was $273,183 and $117,220 for the years ended March 31, 2025 +and 2024, respectively. + + + +As +of March 31, 2025 and 2024, the weighted average remaining lease term was 9.2 years and 9.5 years, and the weighted average discount +rate was 4.0% and 4.2% for the Group s operating leases, respectively. + + + +The +following table summarizes the maturity of lease liabilities under operating leases as of March 31, 2025: + + + + + For the years ending March 31, + Operating + Leases + + + 2026 + $369,740 + + + 2027 + 352,844 + + + 2028 + 358,826 + + + + 2029 + 365,107 + + + 2030 + 371,701 + + + Thereafter + 1,658,608 + + + Total lease payments + 3,476,826 + + + Less: imputed interest + (578,194) + + + Total + $2,898,632 + + + Current portion + 259,972 + + + Non-current portion + 2,638,660 + + + + + + + 13. + ORDINARY + SHARES + + + + +Ordinary +Shares + + + +The +Company was established under the laws of British Virgin Islands on July 3, 2024. The authorized number of Ordinary Shares was 50,000 +with par value of $1 per share. The Company issued 1,000 Ordinary Shares to the sole shareholder at $1 par value. + + + +On +February 7, 2025, the directors of the Company unanimously passed resolutions to resolve the subdivision of the Company s authorized +and issued share capital and the adoption of the amended and restated memorandum and articles of association of the Company, and pursuant +to which, the Company effectuated a 1:6000 share subdivision, whereupon the Company s authorized share capital was amended from +$50,000 divided into 50,000 Ordinary Shares of $1.00 par value to $30,000 divided into 300,000,000 Ordinary Shares of $0.0001 par value. + + + +On +April 9, 2025, the Company approved, confirmed and ratified the holding by Tang Siu Wan, being the sole shareholder of the Company and +the registered holder of the 1,000 Ordinary Shares of $1.00 par value to redesignate such shares to 1,000 Ordinary Shares of $0.0001 +par value with effect from February 13, 2025. + + + +On +April 11, 2025, the Company allotted 9,999,000 additional Ordinary Shares to its shareholders, bringing the total number of issued and +outstanding Ordinary Shares to 10,000,000. The shares and per share data are presented on a retroactive basis. + + + +As +of March 31, 2025 and 2024, 300,000,000 Ordinary Shares were authorized, of which 10,000,000 Ordinary Shares were issued and outstanding. + + + +Subscription +receivable + + + +The +subscription receivable presents the receivable for the issuance of Ordinary Shares of the Company and is reported as a deduction of +equity. Subscription receivable has no payment terms nor any interest receivable accrual. + + + + + 14. + EARNINGS + PER SHARE ("EPS") + + + + +The +Company s diluted earnings per share are the same as basic earnings per share, as the effects of shares issuable upon conversion +of convertible notes are antidilutive and therefore excluded from the calculation of diluted earnings per share. See Note 9 for further +information on the Convertible Note. + + + +The +following is a reconciliation of the net income and common share amounts used in the calculation of basic and diluted EPS for the years +ended March 31, 2025 and 2024: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Earnings per share – basic and diluted + + + + + Net income + $3,011,630 + $2,518,783 + + + Weighted average shares outstanding + 10,000,000 + 10,000,000 + + + Basic and diluted earnings per ordinary share + $0.30 + $0.25 + + + + + + + 15. + RESTRICTED + NET ASSETS + + + + +A +significant portion of the Group s operations are conducted through D&J Ganzhou in PRC, the Group s ability +to pay dividends is primarily dependent on receiving distributions of funds from the subsidiaries. Relevant PRC statutory laws and regulations +permit payments of dividends by the subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting +standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. The Group is required to +make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on +after-tax net income determined in accordance with generally accepted accounting principles of the PRC ("PRC +GAAP"). Appropriations to the statutory surplus reserve are required to be at least +10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity s registered +capital. Appropriations to the surplus reserve are made at the discretion of the shareholders. Paid-in capital of D&J Ganzhou +included in the Group s consolidated net assets are also non-distributable for dividend purposes. + + + +As +a result of these PRC laws and regulations, D&J Ganzhou is restricted in its ability to transfer a portion of its net assets to the +Group. As of March 31, 2025 and 2024, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds +of D&J Ganzhou, that are included in the consolidated net assets were $159,252 and $2,149,364, respectively. + + + + + 16. + RELATED + PARTY TRANSACTIONS + + + + +The +following is a list of related parties which the Group has transactions with: + + + + + No. + + Name + of Related Parties + + Relationship + with the Group + + + 1 + + Tang + Siu Wan + + Chairlady, + Chief Executive Officer, shareholder and director + + + 2 + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd. + + Entity + in which the sister of Tang Siu Wan holds 90% equity interests + + + 3 + + Jiangmen + Guanxiong Knitting Co., Ltd. + + Entity + in which the sister of Tang Siu Wan holds 40% equity interests + + + 4 + + Ying + Ming Knitting Limited + + Entity of + which the son of Tang Siu Wan is the sole shareholder and director + + + 5 + + WeDress + U.S. + + Entity of + which the de facto partner of Tang Siu Wan is a director and on October 16, 2024, the Group + acquired 100% equity interest of the entity + + + 6 + + James + International Pty Ltd + + Entity of + which Tang Siu Wan holds 100% equity interests + + + + + F-25 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Amounts +due from related parties + + + +Amounts +due from related parties consisted of the following for the periods indicated: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Gross amount + due from WeDress U.S. (1) + $- + $90,312 + + + Provision for credit losses + - + (5,419) + + + Net amount due from WeDress U.S. + - + 84,893 + + + Tang Siu Wan (2) + 169,869 + - + + + James International Pty + Ltd (3) + 75,627 + 75,183 + + + Zhuoya + Supply Chain (Guangzhou) Co., Ltd.(4) + 44,516 + - + + + Total + $290,012 + $160,076 + + + + + +(1)The + balance represented advanced payment to WeDress U.S. amounted to $87,006 and rental deposit + paid on behalf of WeDress U.S. amounted to $3,306 as of March 31, 2024. + +(2)The balance represented + interest-free loan to Tang Siu Wan, which were due on demand. $166,732 has been collected + on June 23, 2025. + +(3)The balance represented + the receivables James International Pty Ltd collected on behalf of the Group. + +(4)The balance represented + the receivables Zhuoya Supply Chain (Guangzhou) Co., Ltd. collected on behalf of the Group. + + + +Amounts +due to related parties + + + +Amount +due to related parties consisted of the following for the periods indicated: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Zhuoya Supply Chain (Guangzhou) Co., Ltd. (1) + $1,818,798 + $1,403,187 + + + Ying Ming Knitting Limited (2) + 110,708 + 110,058 + + + Tang Siu Wan (3) + 7,841 + 184,302 + + + Jiangmen Guanxiong Knitting Co., Ltd. (4) + - + 16,083 + + + Total + $1,937,347 + $1,713,630 + + + + + +(1) +The balance represented purchases payable to Zhuoya Supply Chain (Guangzhou) Co., Ltd. amounted to $773,290 and advances from Zhuoya +Supply Chain (Guangzhou) Co., Ltd amounted to $1,045,508. + +(2) +The balance represented purchases payable to Ying Ming Knitting Limited. + +(3) +The balance represented the loan to Tang Siu Wan amounted to $6,476 and the long-term equity investment fund payable to Tang Siu Wan +amounted to $1,365 as of March 31, 2025; and represented the dividend payable to Tang Siu Wan amounted to $156,108, the loan to Tang +Siu Wan amounted to $26,830 and the long-term equity investment fund payable to Tang Siu Wan amounted to $1,364 as of March 31, 2024. + +(4) +The balance represented advances from Jiangmen Guanxiong Knitting Co., Ltd. as of March 31, 2024. + + + + F-26 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +The +following is a list of related parties which the Group had major transactions with: + + + + + + For the years ended March 31, + + + Nature + 2025 + 2024 + + + Tang Siu Wan + + + + + Tang Siu + Wan s contribution of the trademark of "Double Crazy" (1) + $- + $6,146,896 + + + Dividends distribution to Tang Siu Wan (2) + - + 1,955,372 + + + Sales of goods to Tang Siu Wan + 1,197 + + + + + + + + + Ying Ming Knitting Limited + + + + + Purchases of goods from Ying Ming Knitting Limited + 175,670 + 1,176,759 + + + + + + + + Zhuoya Supply Chain (Guangzhou) Co., Ltd. + + + + + Purchases of goods from Zhuoya Supply Chain (Guangzhou) Co., Ltd. + 6,207,514 + 1,403,420 + + + Sales of goods to Zhuoya Supply Chain (Guangzhou) Co., Ltd. + 162,337 + 12,347 + + + + + + + + Jiangmen Guanxiong Knitting Co., Ltd. + + + + + Purchases of goods from Jiangmen Guanxiong Knitting Co., Ltd. + - + 8,039,509 + + + + + +(1) +On April 1, 2023, Tang Siu Wan, the former legal and beneficial owner of the Trademark of "Double Crazy", assigned it absolutely +to the Group in consideration of a nominal amount of HK$1. The fair value of the trademark determined by independent appraisal was approximately +$6,145,875 ($6,146,896 when using average translation rate). The Group recognized $6,145,875 as an intangible asset and additional paid-in +capital from the shareholder s contribution. + +(2) The dividend payment was in the form of an +offset against the related party amount due from Tang Siu Wan. + + + + + 17. + CONCENTRATION + OF CREDIT RISK + + + + +Financial +instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts +credit evaluations of its customers and generally does not require collateral or other security from them. The Group evaluates its accounts +receivable for expected credit losses on a regular basis and maintains an estimated allowance for credit losses to reduce its accounts +receivable to the amount that it believes will be collected. The Group conducts periodic reviews of the financial condition and payment +practices of its customers to minimize collection risk on accounts receivable. + + + +The +following table sets forth a summary of single customers who represent 10% or more of the Group s total revenue: + + + + + + For the years ended March 31, + + + + 2025 + 2024 + + + Percentage of the Group s revenue + + + + + Customer A + 17% + * + + + Customer B + 11% + 10% + + + Customer C + * + 13% + + + Customer D + * + 11% + + + + + + F-27 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +The +following table sets forth a summary of single customers who represent 10% or more of the Group s total accounts receivable: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Percentage of the Group s accounts receivable + + + + + Customer A + 22% + * + + + Customer E + 13% + * + + + Customer F + 13% + * + + + Customer G + * + 34% + + + Customer H + * + 24% + + + Customer C + * + 16% + + + + + +The +Group is also subject to concentration risk from its suppliers. The top supplier whose purchases individually represented greater than +10% of the total purchases of the Group for the years ended March 31, 2025 and 2024 was as follows: + + + + + + For the years ended March + 31, + + + + 2025 + 2024 + + + Percentage of the Group s purchases + + + + + Supplier A + 46% + 58% + + + Supplier B + 19% + * + + + Supplier C + * + 23% + + + + + +Accounts +payable due to suppliers who represent 10% or more of the Group s total accounts payable were as follows: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Percentage of the Group s accounts payable + + + + + Supplier A + 38% + 97% + + + Supplier D + 20% + * + + + Supplier E + 18% + * + + + + + +*Represent +percentage less than 10% + + + + + 18. + COMMITMENTS + AND CONTINGENCIES + + + + +Commitments + + + +As +of March 31, 2025 and 2024, the Group had the following contracted commitments: + + + + + + As of March 31, + + + + 2025 + 2024 + + + Operating lease obligations + $3,476,826 + $2,326,716 + + + For loan repayment + 1,085,973 + 1,741,450 + + + For purchases of equipment + - + 115,190 + + + For leasehold improvement + 34,203 + 62,075 + + + Total + $4,597,002 + $4,245,431 + + + + + + F-28 + + + + + + + +RIVERSTONE +LTD + +NOTES +TO THE CONSOLIDATED FINANCIAL STATEMENTS + +(In +U.S. dollars, except share and per share data) + + + +Severance +Payment and Long Service Payment + + + +Employment +Ordinance of the Laws of Hong Kong requires employers to assure the liability of severance payment if an employee who has been working +for the employer for not less than 24 months under a continuous contract is, due to redundancy, dismissed, laid off, or upon expiry of +a fixed-term employment contract. The ordinance also requires employers to assure the liability of long service payment if an employee +who has been working for the employer for not less than 5 years under a continuous contract is dismissed, dies, resigns on ground of +ill health or on or after 65 years old, or upon expiry of a fixed-term employment contract. + + + +As +of March 31, 2025 and 2024, the Group did not estimate and record its long service payment. + + + +No +severance payment is provided since the Group has no plan to dismiss any staff due to redundancy and therefore considers the possibility +of meeting the criteria of making severance payment is remote. + + + +As +of March 31, 2025 and 2024, the Group did not have any significant commitments and contingencies involved. + + + +Legal +contingency + + + +From +time to time, the Group may be involved in various legal proceedings and claims in the ordinary course of business. The Group currently +is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect +on its business, financial condition, operating results, or cash flows. + + + + + 19. + SUBSEQUENT + EVENTS + + + + +On +April 11, 2025, The Company allotted 9,999,000 additional Ordinary Shares to its shareholders, bringing the total number of issued and +outstanding common shares to 10,000,000. The shares and per share data are presented on a retroactive basis. As of March 31, 2025 and +2024, 300,000,000 Ordinary Shares were authorized, of which 10,000,000 Ordinary Shares were issued and outstanding. + + + +In +accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that +occur after the balance sheet date but before the consolidated financial statements are issued, the Group has evaluated all events or +transactions that occurred after March 31, 2025, up to the date that the audited consolidated financial statements were available to +be issued. + + + + F-29 + + + + + + + +RESALE +PROSPECTUS ALTERNATE PAGE + + + +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 Securities and Exchange Commission 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 jurisdiction where such offer or sale is not permitted. + + + + + PRELIMINARY PROSPECTUS + Subject + to Completion, dated December [ ], 2025 + + + + +308,333 +Ordinary Shares to be sold by the Selling Shareholders + + + +Riverstone +Ltd + + + +This +prospectus relates to 308,333 of our ordinary shares $0.0001 par value (the "Ordinary Shares"), of Riverstone Ltd +that may be sold from time to time by the selling shareholders named in this prospectus (the "Selling Shareholders"). This +will only permit the Selling Shareholders to sell the number of Ordinary Shares identified in the column "Shares to be Offered" +below. Since there is currently no public market established for our securities, the Selling Shareholders will sell their respect Ordinary +Shares at the price at which we sell shares in our public offering pursuant to the registration statement of which this prospectus is +a part, which is anticipated to be in the range of US$5.00 and US$7.00 per Ordinary Share until the Ordinary Shares are +quoted on the Nasdaq Capital Market, after which the Ordinary Shares may be offered and sold at prevailing market prices or at negotiated +prices. We will not receive any of the proceeds from the sale of our Ordinary Shares by the Selling Shareholders. The Ordinary Shares +owned by the Selling Shareholders are "restricted" securities under applicable United States federal and state securities +laws and are being registered pursuant to this prospectus to enable the Selling Shareholders to sell those Ordinary Shares. The Company +will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders. + + + +Prior +to this offering, there has been no public market for our Ordinary Shares. We have applied to list our Ordinary Shares on the Nasdaq +Capital Market under the symbol "DNJF". We have not been approved for listing on the Nasdaq Capital Market; however, we believe +that we currently meet the Nasdaq Capital Market s quantitative listing requirements and believe that upon the completion of the +offering, we will meet the standards for listing on the Nasdaq Capital Market. The Selling Shareholders will not be able to sell their +shares unless the Company s Ordinary Shares are approved for listing on the Nasdaq Capital Market. There can be no assurance that +the Company will be successful in listing its Ordinary Shares on the Nasdaq Capital Market. + + + +Riverstone is a holding +company incorporated in the British Virgin Islands ("BVI") whose Ordinary Shares investors will be purchasing, has +no material operations of its own. Riverstone conducts its operations through its wholly-owned subsidiaries, including in Hong +Kong through Marvel G.F.S.C Group Limited, and D & J Industries (Hong Kong) Company Limited, which in turn owns two wholly-owned +subsidiaries Ka Yee Development Limited (HK) and D&J Garment (Ganzhou) Co., Ltd. (PRC), and through WeDress Inc. (United States), +WeDress Pty Ltd (Australia), WeDress Pty UK Ltd (UK), Rocksolid Holdings Limited (BVI) and through its 99% ownership of WEDRESS MEXICO +S. de R.L. de C.V. (Mexico) (the "Subsidiaries" and Riverstone and the Subsidiaries may be collectively referred to as +the "Group"). We directly hold equity interests in our Subsidiaries, and we do not currently use a variable interest +entity ("VIE") structure. + + + +Investors are cautioned that +the Ordinary Shares they are buying are shares of Riverstone, a BVI holding company that has no operations of its own and not +shares of the Subsidiaries. Investors in this offering will not directly hold equity interests in the Subsidiaries. + + + +Since +our business operations are conducted in China and Hong Kong through our Subsidiaries, the Chinese government may exercise significant +oversight and discretion over the conduct of our business in China and Hong Kong and may intervene in or influence our Subsidiaries +operations at any time, which could result in a material change in their operations and/or the value of our Ordinary Shares. + + + +China and PRC shall refer to +the People s Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau, and Taiwan. + + + + + + + + + + + +We +are an "Emerging Growth Company" and a "Foreign Private Issuer" under applicable U.S. federal securities laws +and, as such, are eligible for reduced public company reporting requirements. Please see "Implications of Being an Emerging Growth +Company" and "Implications of Being a Foreign Private Issuer" on page 14 of this prospectus for more information. + + + +Investing +in our Ordinary Shares involves significant risks. The risks could result in a material change in the value of the securities we are +registering for sale including the risk of losing your entire investment or could significantly limit or completely hinder our ability +to offer or continue to offer securities to investors. See "Risk Factors" beginning on page 17 to read about +factors you should consider before buying our Ordinary Shares. + + + +The +Company is subject to legal and operational risks +associated with having certain of our Subsidiaries operations in Hong Kong, including risks related to the legal, political +and economic policies of the PRC government, the relations between China and Hong Kong and China and the United States, or Chinese +or United States regulations, which risks could result in a material change in our operations and/or cause our Ordinary Shares to significantly +decline in value or become worthless and affect our ability to offer or continue to offer securities to investors. The Company s +operations are primarily located in Hong Kong. As of the date of this prospectus, we do not expect to be materially affected by recent +statements by the PRC authorities indicating an intent to exert more oversight over the securities offerings that are conducted overseas +and/or foreign investment in China-based issuers. However, the policies, regulations, rules, and the enforcement of laws to which we +are subject may change. See "Transfers of Cash to and From Our Subsidiaries" on page 10 of this prospectus. Recently, +the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations +in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over +China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly +enforcement. The Company may be subject to these regulatory actions or statements. Although we have not engaged in any monopolistic +behavior, our business does involve the collection of user data and may implicate cybersecurity reviews. + + + +On February 17, 2023, with +the approval of the State Council, the China Securities Regulatory Commission (the "CSRC") promulgated the Trial +Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies ("Trial Measures"), and five +supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to +offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the +requirements of the Trial Measures within three working days following their submission of initial public offerings or listing +applications. If a domestic company fails to complete the required 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 an order to +rectify, warnings and 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. + + + +As +of the date of this prospectus, our Company, and its subsidiaries (the "Group") (as defined in the definitions section below) +have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing of the Company s +Ordinary Shares. Further, as of the date of this prospectus, in the opinion of our PRC legal counsel, ETR Law Firm, based +on the above mentioned, listing on NASDAQ of the Company would not be deemed as an indirect overseas offering and listing by a PRC domestic +company under the Trial Measures and the Trial Measures do not apply to the Company, and its listing on NASDAQ does not require fulfilling +the filing procedure to the CSRC. However, the CSRC may take a view contrary to or otherwise different from the Group s or the +future effective laws and regulations (with retrospective effect) may require the Group to obtain CSRC or other PRC governmental approvals +for this offering. If we 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 or actual controller organizes or instigates the prescribed illegal +acts not less than RMB 1 million but not more than RMB 10 million, in the case of serious violation of the Trial Measures or other laws +and administrative regulations, the CSRC may impose a ban on access to the securities market upon relevant responsible persons. + + + +However, +there is uncertainty as to whether our Company will be required to obtain permission from or file with the PRC authorities to list on +a U.S. stock exchange in the future. If the Group is subsequently notified by any PRC authorities that permission/filing for this offering +and/or listing on the Nasdaq Stock Market was required, the Group may not be able to obtain such permission or complete such filing in +a timely manner, if at all. Any failure to obtain such permission or complete such filing in a timely manner may restrict our ability +to complete the proposed offering or any future equity capital raising activities and may subject us or relevant persons to certain penalties, +which would have a material adverse effect on our business and financial position. + + + +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 our IPO. If the Company inadvertently concluded +that such approvals were or are not required, the Company s ability to offer or continue to offer our Securities +to investors could be significantly limited or completed hindered, which could cause the value of our Ordinary Shares to significantly +decline or become worthless. The Group may also face sanctions by the CSRC, the Cyberspace Administration of China or other +PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in China, or take other actions +that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading +price of our Securities. See "Risk Factors" beginning on page 18 of this prospectus for a discussion of these +legal and operational risks and other information that should be considered before making a decision to purchase our Securities. + + + + + + + + + + + +Although +Hong Kong is a Special Administrative Region and a dependency of the PRC, it has enacted its own laws pertaining to data security and +anti-monopoly concerns. Hong Kong enacted the Personal Data (Privacy) Ordinance (the "PDPO") to ensure an adequate level +of data protection to retain its status as an international trading center and to give effect to human rights treaty obligations. Moreover, +Hong Kong has also enacted a similar piece of legislation regulating competition in the market (the "Competition Ordinance"). +The Competition Ordinance prohibits: (i) anti-competitive agreements and concerted practices; and (ii) abuse of power with the object +or effect of preventing, restricting or distorting competition in Hong Kong. If we were to be found in violation of either of these laws, +our Hong Kong Subsidiaries operations may be restricted, and it may be required or elect to make changes to its operations in +Hong Kong so as to be in accordance with the PDPO and/or the Competition Ordinance. Moreover, Hong Kong authorities may take other action +against us, such as imposing taxes or other penalties, which could materially affect our financial results. Thus, our revenue and business +operations in Hong Kong would be adversely affected. + + + +In +addition, the Holding Foreign Companies Accountable Act (the "HFCAA"), which prohibits foreign companies from listing their +securities on U.S. exchanges if the Company s auditor has been unavailable for PCAOB inspection or investigation for three consecutive +years, became law in December 2020. On December 16, 2021, the PCAOB issued a determination (the "Determination Report") that +the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and +in Hong Kong because of positions taken by authorities in those jurisdictions, and the PCAOB included in the Determination Report a list +of the accounting firms that are headquartered in the PRC or Hong Kong. On December 15, 2022, the PCAOB announced that it has secured +complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted +to vacate the previous 2021 Determination Report to the contrary. The SEC adopted final amendments to its rules to implement the HFCAA, +which went into effect on January 20, 2022. As part of the SEC s final rules, identified issuers will need to provide additional +disclosures in subsequent filings that prove the issuer is not owned or controlled by a governmental authority in the foreign jurisdiction +of the audit firm identified by the PCAOB in the Determination Report. + + + +In +the event that it is later determined that the PCAOB is unable to inspect or investigate completely our auditor or our work papers because +of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause our securities to be delisted +from the applicable stock exchange. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely +affect the value of your investment. + + + +Furthermore, +on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the "AHFCAA"), which +was enacted on December 29, 2022, and amended the HFCAA to require 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. + + + +On +August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the "MOF"), and the PCAOB signed a Statement of Protocol (the +"Protocol") to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in +mainland China and Hong Kong, consistent with the Holding Foreign Companies Accountable Act (the "HFCA Act"), and the PCAOB +will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed +by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered +ability to transfer information to the SEC. + + + +On +December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered +public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. +However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB s access in the future, the PCAOB Board will +consider the need to issue a new determination. On December 29, 2022, the AHFCAA was enacted, which amended the HFCA Act by decreasing +the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited from +trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate +completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. See "Risk +Factors — Risks Related to Doing Business in China and Hong Kong — Our Ordinary Shares may be delisted under the Holding +Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors." + + + + + + + + + + + +As +a holding company, we will rely on dividends and other distributions on equity paid by our Hong Kong or PRC Subsidiaries for our cash +and financing requirements. If our Hong Kong and PRC Subsidiaries incur debt on their own behalf in the future, the instruments governing +such debt may restrict their ability to pay dividends to us. Moreover, to the extent cash is in our PRC Subsidiaries, there is a possibility +that the funds may not be available to fund our operations or for other uses outside the PRC due to interventions or the imposition of +restrictions and limitations by the PRC government on the ability to transfer cash. However, none of our Subsidiaries have paid any dividends +or other distributions to our holding company as of the date of this prospectus. In the future, cash proceeds raised from overseas financing +activities, including this offering, may be transferred by us to our PRC or Hong Kong Subsidiaries via capital contribution or shareholder +loans, as the case may be. As of the date of this prospectus, we have not paid any dividends or made any distributions to any U.S. investors. + + + +The Company holds all of the +equity interests in its Hong Kong subsidiaries. As we have a direct equity ownership structure, we do not have any agreement or contract +between our Company and any of its subsidiaries that are typically seen in a VIE structure. Within our direct equity ownership structure, +cash, including funds from foreign investors, can be directly transferred to our Hong Kong subsidiaries by way of capital injection or +in the form of a shareholder loan from the Company following this offering. As a holding company, the Company may rely on dividends and +other distributions on equity paid by our Subsidiaries for our cash and financing requirements. We are permitted under the laws of the +BVI and our memorandum and articles of association (as amended from time to time) to provide funding to our Subsidiaries through loans +and/or capital contributions. Our Hong Kong Subsidiaries are permitted under the laws of Hong Kong to issue cash dividends to us without +limitation on the size of such dividends. However, if any of our Subsidiaries incur debt on their own behalf, the instruments governing +such debt may restrict their ability to pay dividends. On March 31, 2024, the Company declared a dividend in the amount of US$3,833,425 +of which US$1,878,378 was due to its subsidiary Marvel and eliminated pursuant to our reorganization and US$1,955,047 was +paid to Ms. Tang Sui Wan, our Controlling Shareholder, in the form of an offset against the related party amount due from her. +Certain intellectual properties including trademarks, patents and domain names were also transferred from Marvel to Rocksolid, our wholly +owned Subsidiary pursuant to out reorganization., As of the date of this prospectus, no other transfers were made from the Company to +its Subsidiaries or our Controlling Shareholder, there have been no dividends or distributions have been made to investors in the Company +and the Company does not anticipate declaring any further dividends or transferring any other assets. As of the date of this prospectus, +our Subsidiaries do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. +See "Dividend Policy" on page 45 of this prospectus and "Holding Company Structure" on page 45 +of this Prospectus. + + + +To the extent the Company s +cash or assets in the business is in Hong Kong or a Hong Kong entity, there can be no assurance that the Company s funds or assets +may, in the future, not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition +of restrictions and limitations on the ability of the Company and our Subsidiaries by the PRC government to transfer cash or assets. +Any restrictions, prohibitions, interventions, or limitations on the ability of the Company or our Subsidiaries to transfer cash or assets +in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong, +which could have a material adverse effect on our ability to conduct our business. + + + +As +of the date of this prospectus, Tang Siu Wan owns 78.97% of our Ordinary Shares. We will be a controlled company as defined under +Nasdaq Marketplace Rule 5615(c) because, immediately after the completion of this offering, Tang Siu Wan, our Controlling Shareholder, +and Director, will own more than 50% of the total voting power for the election of directors. + + + +Neither +the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or +disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal +offense. + + + + + + + + + + + +RESALE +PROSPECTUS ALTERNATE PAGE + + + +TABLE +OF CONTENTS + + + + + + Page \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002065741_neutrans_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002065741_neutrans_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..d7d6923c04e67d48d8a12ab5ce86c3d6a5643c7f --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002065741_neutrans_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Class A Ordinary Shares, discussed under "Risk Factors," before deciding whether to buy our Class A Ordinary Shares. Overview We are a fiber-optic infrastructure provider based in Cyberjaya, Malaysia, offering internet connection solutions through four business units: fiber core leasing, fiber duct sales, IRU Agreements, and operation and maintenance services. Our products and services support high-bandwidth applications such as internet connection, data center interconnection, enterprise networking, and trunk connectivity. Our primary sources of revenue for the last two fiscal years come from leasing income from fiber core (which is also referred to as "dark fiber" when unlit) and non-recurring revenue from fiber duct sales. For the fiscal years ended March 31, 2025 and 2024, revenue from fiber core leasing and fiber duct sales collectively accounted for approximately 94.1% and 84.9% of our total revenue, respectively. Leveraging our NFP license and NSP license, which licenses authorize us to own, lease, and install fiber-optic infrastructure, we own and operate approximately 80 kilometers of fiber ducts in Cyberjaya. Our goal is to become Malaysia s leading neutral fiber-optic infrastructure provider by continuing to expand our network and customer base. See "Business—Our Business" and "Business—Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth." For the fiscal years ended March 31, 2025 and 2024, we generated revenue of RM11,666,991 (approximately $2,632,444) and RM7,286,585 (approximately $1,644,085), respectively. For the fiscal years ended March 31, 2025 and 2024, our net income was RM6,143,889 (approximately $1,386,257) and RM1,949,668 (approximately $439,907), respectively. Competitive Strengths We believe the following competitive strengths are essential for our success and differentiate us from our competitors: strategic location and regional advantage; our offerings are aligned with key technological trends; established technology advantage and a closed-loop product portfolio to capture market growth; and seasoned team in the fiber-optic infrastructure industry. Growth Strategies We intend to grow our business using the following key strategies: expand geographic reach; attract and retain a talented and professional workforce; and establish strategic partnerships and alliances. 1 Corporate History and Structure Neutrans Malaysia was established on April 8, 2011, as a private company limited by shares organized under the laws of Malaysia. In contemplation of this offering, we have completed a reorganization of our corporate structure (the "Reorganization") in the following steps: on March 31, 2025, we incorporated Neutrans as a BVI business company limited by shares, incorporated and registered under the laws of the BVI; on March 31, 2025, we incorporated Neutrans Holdings as a BVI business company limited by shares, incorporated and registered under the laws of the BVI; on May 15, 2025, Neutrans Holdings acquired 100% of the equity interests in Neutrans Malaysia from its original shareholders for a consideration of $1,353,791(1), which was satisfied entirely through the issuance of ordinary shares of Neutrans Holdings pursuant to a share exchange. As a result of such transaction, which has been accounted for as a reorganization of entities under common control, Neutrans Holdings became the holding company of Neutrans Malaysia; on July 20, 2025, Neutrans acquired 100% of the equity interests in Neutrans Holdings from its original shareholders. Consequently, Neutrans, through a restructuring which is accounted for as a reorganization of entities under common control, became the ultimate holding company of all other entities mentioned above. (1)On May 15, 2025, for a consideration of $1,353,791, satisfied entirely through a share exchange, Neutrans Holdings acquired 100% of the equity interests in Neutrans Malaysia from its original shareholders, including (1) Lifenet Solutions Sdn. Bhd., (2) MAL 177 Sdn. Bhd., (3) Nur Liyana binti Mohamed, (4) Grandhill Partners Ltd, and (5) Silkstream Inc. (collectively, the "Original Shareholders"). Consequently, Neutrans Holdings became the holding company of Neutrans Malaysia. The following chart illustrates our corporate structure upon completion of this offering, based on 21,875,000 Class A Ordinary Shares issued and outstanding as of the date of this prospectus and 1,875,000 Class A Ordinary Shares to be sold in this offering, assuming no exercise of the underwriters over-allotment option. For more details on our corporate history, please refer to "Corporate History and Structure." (1)Represents 6,624,735 Class A Ordinary Shares held by MAL 177 Sdn. Bhd. MAL 177 Sdn. Bhd. (Company No.: 201101011544 (939677-A)) is a company incorporated in Malaysia on April 8, 2011, having its business address at Unit B-1-08, First Floor Coplace 1, 2270 Jalan Usahawan 2, Cyber 6, Cyberjaya, 63000 Selangor. Its ultimate control person is Dr. Mohamed bin Awang Lah, our CEO, Director, and Chairman of the Board. 2 (2)Represents 3,000,000 Class A Ordinary Shares held by GOLDMUND INC. GOLDMUND INC. (BVI Company No. 2173071) is a company incorporated in the BVI on March 26, 2025, having its business address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Jamaludin bin Mohd Nor, our CFO nominee. (3)Represents 2,416,882 Class A Ordinary Shares held by Grandhill Partners Ltd. Grandhill Partners Ltd (BVI Company No. 2165202) is a company incorporated in the BVI on December 13, 2024, having its business address at Vistra Corporate Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Lee Chee Seng, a third-party individual. (4)Represents 2,127,660 Class A Ordinary Shares held by Lifenet Solutions Sdn. Bhd. Lifenet Solutions Sdn. Bhd. (Company No.: 202301045610 (1539525-W)) is a company incorporated in Malaysia on November 17, 2023, having its business address at No. 5, Tingkat 1, Jalan Nagasari 23, Segamat Baru, 85000 Segamat, Johor. Its ultimate control person is Leopold Chew Wee Chet, our director nominee. (5)Represents an aggregate of 7,705,723 Class A Ordinary Shares held by 12 minority shareholders, each one of which holds less than 5% of our Class A Ordinary Shares as of the date of this prospectus. 3 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002070845_sun_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002070845_sun_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002070845_sun_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002079546_cibatella_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002079546_cibatella_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..6f77117457a5ebcf3ef9596f84454f387fabb267 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002079546_cibatella_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY As used in this prospectus, references to the "Company", "we", "our", "us", "Cibatella" refer to Cibatella Corp. unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial statements. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002082189_vaneck_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002082189_vaneck_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..9bf8c3e912a809632627d6138a7880d5dd2e799a --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002082189_vaneck_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This is only a summary of the Prospectus and, while it contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this Prospectus that is material and or which may be important to you. You should read this entire Prospectus, including Risk Factors on page 16, before making an investment decision about the Shares. For a glossary of defined terms, see Appendix A. Overview of the Trust The VanEck JitoSOL ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on the (the Exchange ) pursuant to the Exchange s generic listing standards under the ticker symbol .The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) and is not required to register under such act. The Trust is not a commodity pool for purposes of the CEA, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission ( CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust is a passive investment vehicle that does not seek to pursue any investment strategy beyond reflecting the performance of the price of JitoSOL. As a result, the Trust will not attempt to avoid losses or hedge exposure arising from the risk of changes in the price of JitoSOL. The Trust's investment objective is to reflect the performance of the price of JitoSOL less the expenses of the Trust's operations. In seeking to achieve its investment objective, the Trust will hold JitoSOL and will value its Shares daily based on the reported MarketVectorTM , which is calculated based on prices contributed by trading platforms that the Sponsor's affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five JitoSOL trading platforms based on the industry leading CCData Centralized Exchange Benchmark review report. See The Trust and JitoSOL Prices Description of the MarketVectorTM Construction and Maintenance for more information. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust is sponsored by VanEck Digital Assets, LLC (the Sponsor ), a wholly-owned subsidiary of Van Eck Associates Corporation ( VanEck ), a U.S. registered investment adviser with approximately $128.64 billion in assets under management as of June 30, 2025. The Sponsor is not registered as an investment adviser and currently is not required to register under the Advisers Act in connection with its activities on behalf of the Trust. The Trust, the Sponsor and the service providers will not loan or pledge the Trust's assets, nor will the Trust's assets serve as collateral for any loan or similar arrangement. JitoSOL is a liquid staking token ( LST ) that evidences ownership of deposited Solana ( SOL ), the underlying digital asset of JitoSOL, and any staking rewards that accrue to the deposited SOL. See JitoSOL and Liquid Staking Tokens below. SOL is a digital asset that is created and transmitted through the operations of the peer-to-peer Solana Network, a dispersed network of computers that operates on cryptographic software protocols based on open source code. It is widely believed that no single intermediary or entity operates or controls the Solana Network (referred to as decentralization ), the transaction validation and recordkeeping infrastructure of which is collectively maintained by a disparate user base, although some entities, like Solana Labs and the Solana Foundation, and core developers like Anatoly Yakovenko, exert significant influence through a variety of means most validators use a single form of client software (Jito Solana) meaning that the prevalence of different client software implementation ( client diversity ) may be lower than on certain other public blockchains and acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in a greater degree of concentration among validators on the Solana Network than on certain other public blockchains where the minimum requirements may be lower. The Solana Network allows people to exchange tokens of value, or SOL, which are recorded on a distributed public recordkeeping system or ledger known as a blockchain (the Solana Blockchain ), and which can be used to pay for goods and services. Because SOL is issued by and can be used to interact directly with the Solana Network through, e.g., the payment of transaction fees needed to execute smart contract code or record transactions on the Solana Blockchain, SOL is commonly referred to as the native asset of the Solana Network. The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated October 31, 2025 PRELIMINARY PROSPECTUS VanEck JitoSOL ETF The VanEck JitoSOL ETF (the Trust ) is an exchange-traded fund that issues common shares of beneficial interest (the Shares ) that are expected to be approved for listing, subject to notice of issuance, on the (the Exchange ) pursuant to the Exchange s generic listing standards under the ticker symbol . The Trust's investment objective is to reflect the performance of the price of JitoSOL less the expenses of the Trust's operations. JitoSOL is a liquid staking token ( LST ) that evidences ownership of deposited Solana ( SOL ), the underlying digital asset of JitoSOL, and any staking rewards that accrue to the deposited SOL. In seeking to achieve its investment objective, the Trust will hold JitoSOL and will value its Shares daily based on the reported MarketVectorTM (the Index or MarketVectorTM ), which is calculated based on prices contributed by trading platforms that the Sponsor's (as defined below) affiliate, MarketVector Indexes GmbH ( MarketVector ), believes represent the top five JitoSOL trading platforms based on the industry leading CCData Centralized Exchange Benchmark review report. See The Trust and JitoSOL Prices Description of the MarketVectorTM Construction and Maintenance for more information. VanEck Digital Assets, LLC (the Sponsor ) is the sponsor of the Trust, CSC Delaware Trust Company (the Trustee ) is the trustee of the Trust, and , (the JitoSOL Custodian or ), (the Additional JitoSOL Custodian or ), or any successor custodians, are the custodians of the Trust, who will hold all of the Trust's JitoSOL on the Trust's behalf. The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the Securities and Exchange Commission (the SEC ) in accordance with Rule 456(d) and 457(u). When the Trust sells or redeems its Shares, it will do so in blocks of 25,000 Shares (a Basket ) that are based on the amount of JitoSOL represented by the Basket being created, the amount of JitoSOL being equal to the combined net asset value of the number of Shares included in the Basket (net of accrued but unpaid remuneration due to the Sponsor (the Sponsor Fee ) and any accrued but unpaid expenses or liabilities not assumed by the Sponsor). The Trust will conduct subscriptions and redemptions in cash or in-kind transactions with financial firms that are authorized to purchase or redeem Shares with the Trust (known as Authorized Participants or APs ). For a subscription in cash, the Authorized Participant's subscription shall be in the amount of cash needed to purchase the amount of JitoSOL represented by the Basket being created, as calculated by (the Administrator ) based on the Index or the other valuation policies described herein. The AP will deliver the cash to the Trust's account at (the Cash Custodian ), which the Sponsor will then use to purchase JitoSOL from a third party selected by the Sponsor who (1) is not the Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect to the delivery of JitoSOL to the Trust (such third party, a Liquidity Provider ). For a redemption in cash, the Sponsor shall arrange for the JitoSOL represented by the Basket to be sold to a Liquidity Provider selected by the Sponsor and the cash proceeds distributed from the Trust's account at the Cash Custodian to the Authorized Participant in exchange for their Shares. For an in-kind subscription, Authorized Participants will deliver, or arrange for the delivery by the Authorized Participant's designee of, JitoSOL to the Trust's account with the JitoSOL Custodian in exchange for Shares when they purchase Shares. For an in-kind redemption transaction, when Authorized Participants redeem Shares with the Trust, the Trust, through the JitoSOL Custodian, will deliver JitoSOL to such Authorized Participants, or a designee thereof, in exchange for their Shares. Following an Authorized Participant's subscription in cash for a Basket and issuance by the Trust of the corresponding Shares to such AP, Authorized Participants may then offer Shares to the public at prices that depend on various factors, including the supply and demand for Shares, the value of the Trust's assets, and market conditions at the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the net asset value of the Shares of the Trust. Except when aggregated in Baskets, Shares are not redeemable securities. Baskets are only redeemable by Authorized Participants. Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be approved for listing, subject to notice of issuance, on the Exchange under the ticker symbol . Investing in the Trust involves risks similar to those involved with an investment directly in JitoSOL and other significant risks. See Risk Factors beginning on page 16. The offering of the Trust's Shares is registered with the SEC in accordance with the Securities Act of 1933, as amended (the 1933 Act ). The offering is intended to be a continuous offering. The Trust is not registered under the Investment Company Act of As a result of the protocol-based liquid staking activities underlying JitoSOL, the Trust expects to accrue certain staking rewards through its ownership of JitoSOL, which may be treated for U.S. federal income tax purposes as income to the Trust (see United States Federal Income Tax Consequences Taxation of U.S. Shareholders, for a further description of the tax implications of the activities of the Trust to an investor). The JitoSOL Custodian and Additional JitoSOL Custodian will maintain exclusive possession and control of the private keys associated with any JitoSOL at all times. Staking activity on the Solana Network involves the delegation of SOL to validators and carries certain risks. JitoSOL may be subject to community-determined penalties for validator misbehavior, or slashing, on the underlying SOL. If the Trust's JitoSOL is subject to such slashing losses on the underlying SOL, the accrual of staking rewards to the deposited SOL may be reduced, which could result in a decrease in the price of JitoSOL. The description and considerations related to staking are discussed more fully in Risk Factors Risks Associated With JitoSOL And The Solana Network. Because peer-to-peer transfers of JitoSOL are recorded on the Solana Blockchain, which is a digital public recordkeeping system or ledger, buying, holding and selling JitoSOL is very different than buying, holding and selling more conventional instruments like cash, stocks or bonds. For example, JitoSOL must either be acquired as a result of staking SOL through the Jito protocol (JitoSOL represents the staked SOL plus any staking rewards generated from the staked SOL), obtained in a peer-to-peer transaction on the Solana Network, or purchased through an online digital asset trading platform or other intermediary, such as a broker in the institutional over-the-counter ( OTC ) market. Peer-to-peer transactions may be difficult to arrange, and involve complex and potentially risky procedures around safekeeping, transferring and holding the JitoSOL. Alternatively, purchasing JitoSOL on an JitoSOL trading platform requires choosing a trading platform, opening an account, and transferring funds to the trading platform in order to purchase the JitoSOL. Transactions on centralized trading platforms are not ordinarily recorded on the Solana Blockchain. There are currently a large number of JitoSOL trading platforms from which to choose, the quality and reliability of which varies significantly. Some trading platforms have been subject to unauthorized cybersecurity breaches ( hacks ), resulting in significant losses to end users. The Trust provides direct exposure to JitoSOL (and, by extension, indirect exposure to SOL) and the Shares of the Trust are valued on a daily basis using prices drawn from a carefully evaluated group of trading platforms selected by MarketVector, which utilizes the CCData Centralized Exchange Benchmark data to construct the MarketVectorTM . The Trust provides investors with the opportunity to access the market for JitoSOL through Shares held in a traditional brokerage account without the potential barriers to entry or risks involved with holding or transferring JitoSOL directly or acquiring it from an exchange. The Trust will custody its JitoSOL at (the JitoSOL Custodian ), a regulated third-party custodian that carries insurance and is chartered as a limited purpose trust company under the New York Banking Law. The Trust will also custody its JitoSOL at (the Additional JitoSOL Custodian ), a regulated third-party custodian that carries insurance and is chartered as a limited purpose trust company under the New York Banking Law. The Trust will not use derivatives such as swaps, futures, or options in its investment strategy. Using derivatives could subject the Trust to derivatives counterparty, credit, and other risks, though the Trust also will not attempt to use derivatives to hedge the risk of declines in the price of JitoSOL held by the Trust. The Sponsor believes that the design of the Trust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategies that use JitoSOL by investing in the Shares rather than purchasing, holding and trading JitoSOL directly or through derivatives. Except as set forth in the Trust Agreement, Shareholders have no voting rights with respect to the Trust. SOL and the Solana Network SOL is a digital asset that is created and transmitted through the operations of the peer-to-peer Solana Network, a dispersed network of computers that operates on cryptographic protocols based on open source code. It is widely believed that no single entity owns or operates the Solana Network, the infrastructure of which is understood to be collectively maintained by a disparate user base, although some entities, like Solana Labs and the Solana Foundation, and core developers like Anatoly Yakovenko, exert significant influence through a variety of means the presence of client diversity is lower than on certain other public blockchains and acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in greater barriers to entry to be a validator on the Solana Network than on certain other public blockchains where the minimum requirements may be lower. The Solana Network allows people to exchange tokens of value, 1940, as amended (the 1940 Act ) and is not subject to regulation under the 1940 Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the CEA ), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the CFTC ) as a commodity pool operator or a commodity trading advisor. The Trust's Shares are neither interests in nor obligations of the Sponsor or the Trustee. On , 2025, Van Eck Associates Corporation, the parent of the Sponsor, subject to certain conditions, purchased the Seed Shares, comprising Shares at a per Share price of $ . Delivery of the Seed Shares was made on , 2025. Total proceeds to the Trust from the sale of the Seed Shares were $ . On , 2025, the Seed Shares were redeemed for cash. (the Seed Capital Investor ) purchased the Seed Creation Baskets, comprising of Shares at a per-Share price equal to JitoSOL. The price of JitoSOL was determined using the Index on , 2025. The Index price on , 2025 was $ . Total proceeds to the Trust from the sale of the Seed Creation Baskets were JitoSOL. Delivery of the Seed Creation Baskets was made on , 2025. The Seed Capital Investor has acted as a statutory underwriter in connection with this purchase. The price of the Seed Creation Baskets was determined as described above and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times. The value of JitoSOL and, therefore, the value of the Trust's Shares could decline rapidly, including to zero. You could lose your entire investment. The Shares are neither insured nor guaranteed by the Federal Deposit Insurance Corporation, or any other governmental agency or other person or entity. The Shares are not interests in nor obligations of nor guaranteed by any of the Sponsor, the Trustee, Seed Capital Investor, MarketVector, the Administrator, the Cash Custodian, the JitoSOL Custodian, the Additional JitoSOL Custodian, any Liquidity Provider or their respective affiliates. AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD JITOSOL OR INTERESTS RELATED TO JITOSOL. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO RISK FACTORS BEGINNING ON PAGE 16. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST IS AN EMERGING GROWTH COMPANY AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE JOBS ACT ) AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS. The date of this Prospectus is , 2025 called SOL, which are recorded on a public transaction ledger known as a blockchain. SOL can be used to pay for goods and services, including computational power on the Solana Network, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined on Digital Asset Trading Platforms or in individual end-user- to-end-user transactions under a barter system. Furthermore, the Solana Network was designed to allow users to write and implement smart contracts that is, general-purpose code that executes on every computer in the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smart contracts, users can create markets, store registries of debts or promises, represent the ownership of property, move funds in accordance with conditional instructions and create digital assets other than SOL on the Solana Network. Smart contract operations are executed on the Solana blockchain in exchange for payment of SOL. Like the Ethereum network, the Solana Network is one of a number of projects intended to expand blockchain use beyond just a peer-to-peer money system. The Solana protocol introduced the Proof-of-History ( PoH ) timestamping mechanism. PoH automatically orders on-chain transactions by creating a historical record that proves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacity advantage over other blockchain networks like Bitcoin and Ethereum, which rely on sequential production of blocks and can lead to delays caused by validator confirmations. PoH is a new blockchain technology that is not widely used. PoH may not function as intended. For example, it may require more specialized equipment to participate in the network and fail to attract a significant number of users, or may be subject to outages or fail to function as intended. In addition, there may be flaws in the cryptography underlying PoH, including flaws that affect functionality of the Solana Network or make the network vulnerable to attack. In addition to the PoH mechanism described above, the Solana Network uses a proof-of-stake consensus mechanism to incentivize SOL holders to validate transactions. Unlike proof-of-work, in which miners expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended, in proof-of-stake, validators risk or stake coins to compete to be selected to validate transactions and are rewarded coins in proportion to the amount of coins staked. Validators who engage in malicious activity can result in the forfeiture or slashing of a portion or all of the validator's staked coins. Unlike Ethereum, slashing is not automatically enforced by the network's source code, but is rather by social consensus among the non-misbehaving validators. Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work. Although anyone can act as a validator on the Solana Network, participating in validation directly has higher hardware and other operational requirements, and can be more costly than participating in validation on some competing blockchain networks, such as Ethereum. The proof-of-stake mechanism and the associated staking rewards incentivize the maintenance of the Solana Network through a globally distributed set of independent validators who participate in transaction processing and network security. The Solana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper. Development of the Solana Network is overseen by the Solana Foundation, a Swiss non-profit organization, and Solana Labs, Inc. ( Solana Labs ), a Delaware corporation, which administered the original network launch and token distribution. Solana Labs and the Solana Foundation, and core developers such as Anatoly Yakovenko, continue to exert significant influence over the direction of the development of Solana. Most nodes that do not participate in validation (Remote Procedure Call nodes or RPC nodes ) operate using a single client software implementation called Agave, developed by Anza with a team consisting largely of ex-Solana Labs employees, and at times as much as 90% or more of assets staked by validators have been staked through a single specialized staking client software implementation called Jito. Acting as a validator on the Solana Network is subject to certain minimum requirements, such as hardware requirements and financial costs, which may result in greater barriers to entry to be a validator on the Solana Network than on certain other public blockchains where the minimum requirements may be lower.With that said, the Solana Network, like the Ethereum network, is believed to be decentralized in that it does not require governmental authorities or financial institution intermediaries to create, transmit or determine the value of SOL. The source code of the Solana Network is open-source and available to the public. As of June 12, 2025, SolanaBeach.io reports there were approximately 1,200 validator nodes on the Solana Network, with no single validator node directly controlling more than 4% of the aggregate stake, though the real figure could be higher because some entities may operate multiple nodes (Source https solanabeach.io validators). As of June 12, 2025, more than 500 applications were built on the Solana Network. TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002083728_launchpad_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002083728_launchpad_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a9670646f40df8111fc1ca0487b82cad46fd5495 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002083728_launchpad_prospectus_summary.txt @@ -0,0 +1 @@ +warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse (i) an affiliate of our sponsor and (ii) an affiliate of our Chief Executive Officer and Chairman of the Board, in an aggregate amount equal to $25,000 per month (or $12,500 per month to each affiliate), for office space, utilities, and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled Summary Sponsor Information , Summary Conflicts of interest , Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our sponsor, officers and directors, any other holder of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of interest for more information. We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (other than excise or similar taxes)), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol LPCVU, on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols LPCV and LPCVW , respectively. We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 49 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price(1) $ 10.00 $ 200,000,000 Underwriting discounts and commissions $ 0.65 $ 13,000,000 Proceeds, before expenses, to us $ 9.35 $ 187,000,000 ____________ (1) Includes $0.20 per unit (excluding any units sold pursuant to the underwriters option to purchase additional units), or $4,000,000 in the aggregate (whether or not the underwriters option to purchase additional units is exercised), payable to Cantor Fitzgerald & Co. upon the closing of this offering. Also includes $0.45 per unit on units other than those sold pursuant to the underwriters option to purchase additional units and $0.65 per unit on units sold pursuant to the underwriters option to purchase additional units, or $9,000,000 in the aggregate or up to $10,950,000 in the aggregate if the underwriters over-allotment option is exercised in full, payable to Cantor Fitzgerald & Co. for deferred underwriting commissions to be deposited into a trust account located in the United States and released to Cantor Fitzgerald & Co. for its own account only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200,000,000, or $230,000,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See section entitled Dilution for more information. As of August 20, 2025 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.67 $ 7.08 $ 2.92 $ 6.11 $ 3.89 $ 4.16 $ 5.84 $ (1.67 ) $ 11.67 Assuming No Exercise of Over-Allotment Option $ 7.68 $ 7.10 $ 2.90 $ 6.14 $ 3.86 $ 4.21 $ 5.79 $ (1.58 ) $ 11.58 Our sponsor and members of our management team will, directly or indirectly, own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See the sections titled Summary Conflicts of interest , Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2025. Sole Book-Running Manager Cantor , 2025 Table of Contents Table of Contents Page Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002083989_aldabra-4_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002083989_aldabra-4_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a8d047047b0e83f581679bdbf81b1ea1f4889fa0 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002083989_aldabra-4_prospectus_summary.txt @@ -0,0 +1 @@ +As more fully discussed in Management Conflicts of Interest, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. The low price that our initial shareholders, officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our initial shareholders, officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our initial shareholders, officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, we will reimburse our sponsor in an amount equal to $30,000 per month for office space, utilities and secretarial and administrative support made available to us, as described elsewhere in this prospectus. Upon consummation of this offering, we will repay up to $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled Summary Initial Shareholders Information, Summary Conflicts of Interest, Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Because our initial shareholders, officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination and Management Conflicts of Interest for more information. We have until the date that is 24 months from the closing of this offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier date as our board of directors may approve, and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein. Currently, there is no public market for our securities. We have applied to have our units, Class A ordinary shares and warrants listed on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC ( Nasdaq ). We expect that our units will be listed on Nasdaq under the symbol ALOVU on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols ALOV and ALOVW, respectively. However, we cannot guarantee that our securities will be approved for listing on Nasdaq. Table of Contents We are an emerging growth company and a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Per Unit Total Public offering price(1) $ 10.00 $ 261,000,000 Underwriting discounts and commissions $ 0.60 $ 15,660,000 Proceeds, before expenses, to us $ 9.40 $ 245,340,000 (1) Includes $0.20 per unit (excluding any units sold pursuant to the underwriters option to purchase additional units), or $5,220,000 in the aggregate (whether or not the underwriters option to purchase additional units is exercised), payable to the underwriters upon the closing of this offering. Also includes $0.40 per unit on units sold in this offering other than those sold pursuant to the underwriters option to purchase additional units and $0.60 per unit on units sold in this offering pursuant to the underwriters option to purchase additional units, or $10,440,000 in the aggregate (or up to $12,789,000 in the aggregate if the underwriters over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a U.S.-based trust account and released to Cantor Fitzgerald & Co. only upon the completion of an initial business combination. See also Underwriting for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $261,000,000, or $300,150,000 if the underwriters overallotment option is exercised in full ($10.00 per unit in either case), will be placed into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The following table illustrates the difference between the public offering price per unit and our net tangible book value per share ( NTBV ), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the underwriters over-allotment option. See section entitled Dilution for more information. 50% of Maximum Redemption 75% of Maximum Redemption 25% of Maximum Redemption (assumes 13,050,000 or (assumes 19,575,000 or Maximum Redemption (assumes Offering Price of (assumes 6,525,000 or 7,503,750 15,007,500 22,511,250 26,100,000 or 30,015,000 public $10.00 public shares redeemed) public shares redeemed) public shares redeemed) shares redeemed) Difference Difference Difference Difference between between between between Adjusted Adjusted Adjusted Adjusted Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVPS and Adjusted NTBVS NTBVPS Offering Price NTBVPS Offering Price NTBVPS Offering Price NTBVPS Offering Price Assuming Full Exercise of Over-Allotment Option $ 7.70 $ 7.12 $ 2.88 $ 6.16 $ 3.84 $ 4.24 $ 5.76 $ (1.52) $ 11.52 Assuming No Exercise of Over-Allotment Option $ 7.71 $ 7.14 $ 2.86 $ 6.19 $ 3.81 $ 4.28 $ 5.72 $ (1.44) $ 11.44 Our initial shareholders and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. As a result, there may be actual or potential material conflicts of interest between members of our management team, our initial shareholders, including our sponsor, and our or their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections entitled Summary Conflicts of Interest, Proposed Business Sourcing of Potential Business Combination Targets and Management Conflicts of Interest for more information. Table of Contents The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2026. Sole Book-Running Manager Cantor Co-Managers Ladenburg Thalmann Benchmark, a StoneX Company , 2026 Table of Contents Table of Contents Page Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CIK0002097953_mira-qon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CIK0002097953_mira-qon_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..0998b171dca3df921d574c1359c2ab3a8fb79709 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CIK0002097953_mira-qon_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary provides a brief overview of key information found in this prospectus. It is essential to note that this summary does not encompass all the necessary details for making an informed investment decision. Prior to making any investment choices, it is imperative that you thoroughly review the complete contents of this prospectus, including sections such as "Risk Factors," "Description of Business," "Management s Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements. Your investment decision should be based on a comprehensive understanding of all disclosed information within this prospectus. Unless the context otherwise requires, we use the terms "we", "us," "our," "Company," "Mira Qon," and "corporation" in this prospectus to refer to Mira Qon Corporation, a Wyoming incorporated entity. To refer to Company s website, we use the terms "website", "service". As of the current date, our common stock is not publicly traded, and there is no guarantee that a trading market will be established in the future or sustained if it does develop. We have not authorized anyone to provide information other than what is presented in this prospectus, and it is important not to rely on any unauthorized sources. We are not making an offer to sell these securities in any jurisdiction where it is prohibited. This document should only be used in jurisdictions where the sale of these securities is legal. The information provided in this prospectus is accurate only as of the date indicated on the front page, regardless of the delivery date or any subsequent sale of our common stock. Since the date on the front page, there may have been changes to our business, financial condition, and results of operations. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered. Under U.S. federal securities legislation, our common stock will be "penny stock". Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. MIRA QON CORPORATION Mira Qon Corporation is a development-stage technology company incorporated in Wyoming on June 16, 2025. The Company will develop an online service providing real-time pricing information for construction materials across the United States. Mira Qon is designed to serve contractors, developers, architects, procurement teams, and software developers by delivering accurate, up-to-date material cost data by state and ZIP code. At the time of this filing, the Company s website is operational as an informational resource (accessible at https://miraqon.com). The core application programming interface ("API") that will provide real-time pricing data has not yet been launched commercially. Mira Qon is a newly established service, currently operating an informational website while the full API for real-time construction materials pricing is under development. Our service will be designed to provide contractors, developers, architects, and procurement teams with accurate, state-specific pricing data for construction materials, enabling more informed budgeting and procurement decisions. As part of our future development plan, we will continue enhancing our online service by introducing new features, improving data precision, and expanding its analytical capabilities. We will grow the database to include more than 2,000 construction materials, implement dynamic seasonal pricing models that reflect real-time supply and demand shifts, and develop advanced predictive analytics to forecast material costs based on regional construction activity and broader market trends. In addition, we will focus on creating new digital solutions that complement and strengthen our ecosystem, ensuring sustained innovation and long-term growth. The service will also include an easy-to-use API that connects with other business tools like ERP systems, CRM platforms, and estimating software. This lets clients access real-time material costs right in their workflows, making project planning and buying materials faster and simpler. Mira Qon aims to serve a diverse user base including construction companies, real estate developers, software developers, architects, and e-commerce procurement platforms. Our tiered subscription model and enterprise-level solutions will ensure accessibility for smaller clients while providing scalable options for large-scale organizations. 7 By leveraging advanced technology, continuously expanding our data coverage, and prioritizing user convenience, Mira Qon is positioned to offer an unparalleled experience in the construction materials pricing market. Employees We are a development stage Company and currently have no employees. Our board of directors consists of Cruz Membreno Lauro Roldan, who also serves as our President, Treasurer, Secretary, Principal Executive, Financial and Accounting Officer. Implications of Being an Emerging Growth Company We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public Company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period. We are not a "shell Company" within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we have developed business plan and real business operations. Corporate information Mira Qon Corporation is a US-based Company incorporated in the state of Wyoming on June 16, 2025. Our primary registration address at 11312 E 44th St Unit #120 Kansas City, MO 64133, and we can be reached via phone at + 18634857243. Our Web-site Our website is located at https://miraqon.com. Mira Qon Corporation is currently in the developmental stage, focusing on the development, and marketing of the service. To carry out our business plan, we require a minimum of $25,313 over the next twelve months as detailed in our Plan of Operations. The net proceeds from this offering will be used for business operations. While we expect to generate revenues within the first year of completing this offering, there is no guarantee that we will generate any revenue within the first twelve months or ever. Without a minimum funding of $25,313 our business may fail. In addition, we may require additional financing after the twelve-month period. Our independent registered public accounting firm has expressed doubt regarding our ability to continue as a going concern. As of the date of this prospectus, our common stock is not publicly traded, and there is no assurance that a trading market will develop. The Company is offering its shares publicly to raise funds for business development and increase the probability of commercial success. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/COEPW_coeptis_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/COEPW_coeptis_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/COEPW_coeptis_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CSC_csc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CSC_csc_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CSC_csc_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/CVKD_cadrenal_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/CVKD_cadrenal_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..f006f372e40b37f3e19acff1d865f4b28e382734 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/CVKD_cadrenal_prospectus_summary.txt @@ -0,0 +1 @@ +S-1 1 ea0270736-s1_cadrenal.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 23, 2025 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CADRENAL THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 88-0860746 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 (904) 300-0701 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Quang Pham Chairman and Chief Executive Officer Cadrenal Therapeutics, Inc. 822 A1A North, Suite 306 Ponte Vedra, Florida 32082 (904) 300-0701 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Leslie Marlow, Esq. Patrick Egan, Esq. Melissa Palat Murawsky, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Telephone: (212) 885-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(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 a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. i ABOUT THIS PROSPECTUS You should rely only on the information we have provided or incorporated by reference into this prospectus and any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. This prospectus and the documents incorporated by reference into this prospectus include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We believe that the data obtained from these industry publications and third-party research, surveys and studies are reliable. We are ultimately responsible for all disclosure included in this prospectus. The Selling Stockholders are offering the shares of Common Stock only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the shares of Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the shares of Common Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the sections entitled "Where You Can Find More Information" and "Incorporation of Certain Information By Reference." Neither we nor any Selling Stockholders has authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement or in any related free-writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). Neither we nor any Selling Stockholders takes any responsibility for, or provides any assurance as to the reliability of, any information other than the information in this prospectus, any prospectus supplement or in any related free-writing prospectus filed by us with the SEC. This prospectus and any prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or any prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free-writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to "Cadrenal," "the Company," "we," "us," "our" and similar references refer to Cadrenal Therapeutics, Inc., an entity incorporated under the laws of the State of Delaware. Smaller Reporting Company – Scaled Disclosure Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended, as indicated herein, we have elected to comply with the scaled disclosure requirements applicable to "smaller reporting companies," including providing two years of audited financial statements. ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "anticipate," "aim," "believe," "contemplate," "continue," "could," "design," "estimate," "expect," "intend," "may," "might," "plan," "predict," "poise," "project," "potential," "suggest," "should," "strategy," "target," "will," "would," and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All of our forward-looking statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption "Risk Factors" incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC, and elsewhere in this prospectus. The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, risk and uncertainties discussed under the heading "Risk Factors" in the documents incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement contained or incorporated by reference in this prospectus to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors that could cause our business not to develop as we expect emerge from time to time, and it is not possible for us to predict all of them. Further, we cannot assess the impact of each currently known or new factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Our current product candidates are undergoing clinical development and have not been approved by the Food and Drug Administration ("FDA") or the European Commission. These product candidates have not been, nor may they ever be, approved by any regulatory agency or competent authorities nor marketed anywhere in the world. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We have included or incorporated important factors in the cautionary statements included or incorporated in this document, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus and the documents that we have filed as exhibits to this prospectus and incorporated by reference herein completely and with the understanding that our actual future results may be materially different from the plans, intentions and expectations disclosed in the forward-looking statements we make. The forward-looking statements contained in this prospectus are made as of the date of this prospectus and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. iii PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our securities. You should carefully consider, among other things, our financial statements and the related notes and the sections entitled "Risk Factors" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in, or incorporated by reference into, this prospectus. Overview We are focused on developing novel and differentiated products to bridge critical gaps in current acute and chronic anticoagulation management for rare and high-risk patient populations. We currently have three clinical-stage assets: VLX-1005, a first-in-class Phase 2 12-lipoxygenase ("12-LOX") inhibitor for patients with heparin-induced thrombocytopenia ("HIT"), tecarfarin, an oral vitamin K antagonist ("VKA") for chronic use in patients with kidney dysfunction or left ventricular assist devices (LVADs), and frunexian, a parenteral small-molecule Factor XIa antagonist for use in acute hospital settings. VLX-1005 is a novel, potent, selective small-molecule inhibitor of 12-LOX, a key pathway driving immune platelet-mediated inflammation and a contributor to the pathogenesis of HIT. This potentially life-threatening complication can occur in up to 5% of patients exposed to heparin – the most commonly used parenteral anticoagulant – regardless of dose, schedule, or route of administration. HIT antibodies can cause catastrophic and life-threatening arterial and venous thrombosis. Tecarfarin is a novel late-stage, reversible VKA (a warfarin replacement) designed to prevent heart attacks, strokes, and deaths due to blood clots in patients requiring chronic anticoagulation. Tecarfarin is specifically designed to overcome metabolic factors that can make warfarin less reliable. Frunexian is a first-in-class, Phase 2-ready IV Factor XIa inhibitor designed for acute care settings where contact activation of coagulation by medical devices or artificial surfaces plays a significant role. Frunexian is the only intravenous FXIa inhibitor in clinical development targeting purely the acute/critical care hospital setting. Recent Developments Registered Direct Offering On December 15, 2025, we entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named on the signature pages thereto. The Purchase Agreement provided for the sale and issuance by us of an aggregate of: (i) in a registered direct offering, 207,374 shares (the "Shares") of Common Stock (the "Registered Direct Offering") and, (ii) in a concurrent private placement, unregistered warrants (the "Common Warrants") to purchase up to 414,748 shares of Common Stock (the "Private Placement," and, together with the Registered Direct Offering, the "Offering"). See the section entitled "Description of the Registered Direct Offering and the Concurrent Private Placement" included elsewhere in this prospectus for more information. Veralox Asset Purchase On December 10, 2025, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Veralox Therapeutics Inc., a Delaware corporation ("Seller"), pursuant to which Seller sold to us all, or substantially all, of its right title and interest in assets owned or otherwise used or held for use by Seller in connection with the compound known as VLX-1005 ("VLX-1005"), and all back-up and follow-on compounds, including the VLX-2000 series (the "Compounds"), including, without limitation, all intellectual property related to the Compounds, all inventory related to the Compounds, certain contracts including a license agreement, all Permits and other Governmental Authorizations and Books and Records (as such terms are defined in the Asset Purchase Agreement), free and clear of any liens (collectively referred to as the "Assets"). The transactions contemplated by the Asset Purchase Agreement were consummated on December 10, 2025. Corporate Information We were incorporated as a Delaware corporation in January 2022. Our principal executive offices are located at 822 A1A North, Suite 306, Ponte Vedra, Florida 32082, and our telephone number is (904) 300-0701. Our website address is www.cadrenal.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase Common Stock. 1 Additional Information Our website address is www.cadrenal.com. We will file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other materials with the SEC. We are subject to the informational requirements of the Exchange Act and will file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at www.cadrenal.com/sec-filings. Information contained on our website is intended for informational purposes only and is not incorporated by reference into this prospectus, and it should not be considered to be part of this prospectus or the registration statement of which this prospectus forms a part. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Emerging Growth Company and a Smaller Reporting Company We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). As an "emerging growth company," we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to: requiring only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management s discussion and analysis of financial condition and results of operations" in our Securities Act filings; reduced disclosure about our executive compensation arrangements; no non-binding advisory votes on executive compensation or golden parachute arrangements; and exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002 ("SOX"). We may take advantage of these exemptions until such time that we are no longer an "emerging growth company." We will continue to remain an "emerging growth company" until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We are also a "smaller reporting company" as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a "smaller reporting company" as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an "emerging growth company" may continue to be available to us as a "smaller reporting company," including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a "smaller reporting company" until we have $250 million or more in public float (based on Common Stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on Common Stock) or a public float (based on Common Stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus supplement. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult. 2 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/GLNK_grayscale_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/GLNK_grayscale_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/GLNK_grayscale_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/GLXY_galaxy_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/GLXY_galaxy_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..ffc86df2054ea6ad74d1c6d75e22bc9193886ad8 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/GLXY_galaxy_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus and may not contain all of the information that may be important to you and your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including any free writing prospectus prepared by us or on our behalf, including the sections titled Special Note Regarding Forward-Looking Statements, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our expectations of our future performance may change after the date of this prospectus and there is no guarantee that such expectations will prove to be accurate. Overview Galaxy is a global leader in digital assets and artificial intelligence infrastructure, delivering solutions that accelerate progress in finance and AI. We are strategically positioned to bridge traditional finance and the emerging digital economy, facilitating efficient access and adoption of digital assets by institutional clients through our Global Markets and Asset Management & Infrastructure Solutions businesses within our Digital Assets segment. We also develop, and will in the future operate, HPC data center infrastructure to meet the rising global demand for reliable power and scalable compute capacity driven by accelerated AI growth. Galaxy was founded in 2018 by Wall Street veterans who recognized the evolving needs of both traditional financial institutions and the emerging technology-driven financial system. From the beginning, our mission was clear: to drive the responsible institutional adoption of digital assets and blockchain technology. To achieve this, we developed a suite of financial products and services tailored for institutions looking to allocate capital to the digital asset space. From derivatives instruments to venture capital funds to investment banking services, we positioned ourselves as a one-stop shop for companies seeking exposure to every corner of the digital asset ecosystem. Along the way, we built strong institutional partnerships with some of the world s largest traditional finance firms and have been onboarded onto top-tier institutional wealth and custody platforms. We recently announced the launch of GalaxyOne, which is a retail financial technology platform designed for individual investors seeking the best of both traditional and digital markets. Its core offerings include access to an FDIC-insured high-yield demand deposit account offered by our bank partner Cross River Bank for U.S.-based depositors and a debt security issued by Galaxy Digital LP and guaranteed by GDH LP through the Galaxy Premium Yield Investment Note, initially offering 8.00% yield at inception of the product, for U.S. accredited investors, as well as seamless access to U.S. commission-free equities and crypto trading via our regulated partners DriveWealth and Paxos, respectively. Earned monthly interest, paid into the GalaxyOne cash account provided by Cross River Bank, is available for optional reinvestment into bitcoin or other supported crypto, all in one precision-built platform. GalaxyOne benefits from the firm s proven financial expertise, risk management and white-glove client service. See Recent Developments GalaxyOne. Our full suite of services spans across two operating business segments: Digital Assets and Data Centers. Our operating business segments are supplemented by our Treasury and Corporate segment. As of September 30, 2025, our Treasury and Corporate segment had approximately $2.1 billion exposure to the digital asset ecosystem through a diversified allocation across spot positions, ETFs, equities, venture investments, private equity holdings and fund investments. Our Digital Assets operating business segment includes: Our Global Markets business, which provides OTC spot and derivatives trading, lending, and structured products, as well as transaction advisory and equity and debt capital markets services. Our Asset Management & Infrastructure Solutions business encompasses our investment management division and blockchain infrastructure products and services, with approximately $17.0 billion in assets across the platform as of September 30, 2025. Our asset management business manages a diverse suite of ETFs and alternatives strategies, taking the investing DNA that has been core to Galaxy since our founding and externalizing it for institutional allocators and individuals. Our Infrastructure Solutions business enables our clients to participate in an increasingly on-chain and decentralized future through staking, tokenization and custodial technology. Our Data Centers operating business segment develops, and will in the future operate, HPC infrastructure to meet the growing demand for large-scale, power-ready facilities in the AI/HPC industry. Our position at the center of the emerging digital ecosystem encompassing expertise and partnerships across both financial and technical infrastructure allows us to creatively innovate and capitalize on emerging opportunities. We believe our platform generates invaluable synergies between businesses, combining our product innovation with the breadth and depth of relationships we maintain across the traditional finance, digital asset and AI ecosystems. We believe our industry connectivity, diverse platform, robust regulatory framework, blue-chip client franchise, and deep leadership experience across our various businesses drive our competitive advantage and will drive a durable and sustainable moat as the industries in which we operate continue to expand and grow. The Digital Assets Economy The Limitations of Existing Financial Networks The infrastructure and processes of the current global financial system are complex and costly. Today s system consists of a complicated patchwork of intermediaries, including banks, custodians, central clearing organizations, payments networks, and financial market makers. Many of the workflows used by these intermediaries involve manual processes lacking digital automation and are subject to the constraints of market hours and slow settlement times. Blockchain technology and cryptocurrency have emerged as solutions to many of the limitations of the existing global financial system, including: Slow and Costly Flow of Funds: Sending money globally typically requires many service providers coordinating with third-party financial institutions, adding cost and time for customers. Siloed Institutions and Fragmented Data: Institutions today operate in isolated ecosystems, each with its own data, infrastructure, and processes. As a result, capital and data assets cannot flow easily between institutions, requiring intermediaries, manual processes, counterparty risk, delayed transactions, and increased operational costs across the economy. Limited Innovation: Various financial technology companies attempt to offer solutions to these wide-ranging problems. However, these solutions are often layered on top of, or rely heavily on, the same legacy financial infrastructure. As a result, they are typically limited in how they can fundamentally solve these systemic problems. Blockchain as a New Paradigm Blockchain technology seeks to attack these limitations at their foundation. By combining digital signatures and network protocols, blockchain technology can create a decentralized, global, digitally connected financial system. This innovation creates new forms of digital ownership and a means to transfer economic value with greater speed, flexibility, and security. Reduced Transaction Costs: Blockchains provide decentralized networks of economic participants to achieve consensus about the true state of shared data with fewer intermediaries, reducing the overall costs of coordination. These networks are always-on and move at the speed of the internet. Secure and Efficient Means of Validating Many Types of Data: On blockchain networks, ledgers are distributed across many participants and copies are simultaneously updated, making it difficult or impossible to alter the transaction history. Additionally, a block can contain transactions and data of many types, including currency, intellectual property, identity, property titles, and contractual rights. This greatly expands the universe of assets available in the new digital economy, and enables AI applications to operate atop accessible and verifiable on-chain data. New Business Models: Blockchains can enable the development of digital asset trading platforms that provide new, global business models, such as decentralized trading and lending. This results in marketplaces with increased competition, lower barriers to entry, faster innovation, greater transparency, and reduced censorship risks. Current Digital Assets Use Cases Store of Value: Bitcoin, the first blockchain network, is a decentralized, globally accessible, and scarce digital asset that operates independently of any sovereign authority. With a fixed supply of 21 million coins, Bitcoin offers a built-in scarcity that contrasts sharply with inflationary fiat currencies. As the first digitally native monetary instrument to achieve widespread global adoption, bitcoin is a store of value that can serve as a hedge against inflation, currency devaluation and monetary uncertainty. Payments and Settlement: Stablecoins such as Tether and USDC are blockchain-native assets designed to have a stable price relative to an underlying reference asset, most commonly a fiat currency such as U.S. dollars or an exchange-traded commodity. Stablecoins are not issued by central governments,but are intended to allow users to transact fiat-pegged assets on a blockchain, thereby combining the features of a digital asset with the stability of an underlying fiat currency, enabling low-cost, near-instant global settlement of value. The stablecoin issuer may hold assets in reserve accounts and generally permit a holder to redeem the stablecoin from its issuer at par. Financial Services: Tokenization, the process of representing tangible physical or financial real-world assets ( RWAs ) as blockchain-based tokens, has begun to deliver the value of greater liquidity, utility, and efficiency on open, blockchain networks. This includes tokenization of private equity funds, real estate assets, money markets, credit funds, derivatives, and more. Consumer, Media, & Entertainment: Key consumer and media use cases are emerging. Loyalty programs, for example, can leverage digital wallets and blockchain-based collectibles to enable rewards that are programmable and transferable, unlocking new forms of customer engagement and innovative strategic marketing. In gaming, tokenized in-game assets can be traded on decentralized networks. In social media, decentralized platforms can improve user data sovereignty and enhance censorship resistance. Specialty Use Cases: Various use cases across identity, decentralized physical infrastructure ( DePIN ), storage, and governance have also emerged within the digital assets ecosystem. AI and the Digital Assets Economy: AI has also proven to be a catalyst and complementary technology for blockchain networks. The cryptographic authentication inherent to blockchain networks could prove to be a critical feature to help detect and prevent fraud and deep fakes, while the digitally native, 24/7 nature of blockchain wallets could provide the financial infrastructure necessary for AI agents to perform tasks that involve payments or other transfers of value. Digital Assets Opportunity We view Galaxy as a critical bridge for institutions and Qualified Individuals to access the digital asset ecosystem. Through our Digital Assets operating business segment, we offer a comprehensive suite of financial products and services, including digital asset trading, investment banking, asset management, staking, tokenization and custodial technology all designed to meet the unique needs of institutional clients and Qualified Individuals. While institutional adoption of digital assets remains in its early stages, we believe the market is approaching a key inflection point. Through our GalaxyOne platform, we are also bringing our offerings to retail clients. Data Center Opportunity Advancements in AI and the HPC industries are driving strong demand for data center capacity with access to low-cost power and the ability to scale on an expedited timeline. Both Cloud and AI continue to contribute to this boom in demand, with Cloud already widely entrenched and AI s adoption spreading at a rapid pace. Our Business Galaxy is a global leader in digital assets and artificial intelligence infrastructure, delivering enduring solutions that accelerate the future digital economy. We are strategically positioned to bridge traditional finance and the emerging digital economy. Our business spans two core pillars: a leading Digital Assets platform that provides institutional-grade Global Markets and Asset Management & Infrastructure Solutions and our GalaxyOne platform, and a data center infrastructure business focused on HPC. Our Global Markets and Asset Management & Infrastructure Solutions businesses enable seamless access to digital asset markets, with capabilities ranging from derivatives trading to venture investing to staking. As of September 30, 2025, we serve more than 1,500 trading counterparties with over 100 unique crypto assets supported. We have over 1,240 asset management clients, with approximately $17.0 billion in assets across our platform as of September 30, 2025. Our reach across the digital asset ecosystem, combined with a disciplined approach to risk management, has earned us the trust of both crypto-native innovators and legacy financial institutions. Galaxy s dual-engine model powering digital asset markets and building the physical backbone of the AI era positions us at the nexus of capital, technology, and infrastructure. Whether we are enabling institutional participation in crypto, providing innovative offerings to retail clients or developing next-generation compute capacity, our mission remains the same: to accelerate progress across the financial and technological frontier. Our Business Model Galaxy s business generates revenue through a variety of channels, creating a diversified and resilient cash flow base that is not directly correlated to any single asset, token, or business line. Within the Digital Assets operating business segment, the Global Markets business earns revenue from spreads on client trades, net interest income from lending activities, and fees from M&A and capital raising transactions. Galaxy s Asset Management & Infrastructure Solutions business generates management and performance fees on assets under management, fees on assets staked to our validator nodes and licensing fees from institutions who leverage GK8 s proprietary self-custody technology. Within our Data Centers operating business segment, we expect the majority of revenue to come from long-term lease agreements with cloud service provider clients that Galaxy may obtain from time to time for HPC. Galaxy does not currently earn any revenue from its Data Centers business, but expects this segment to become a significant and diversified source of long-term, predictable revenue for Galaxy, uncorrelated to the prices of digital assets, particularly once we begin to deliver critical IT load for CoreWeave, Inc. ( CoreWeave ) (and potentially other future tenants) starting in 2026. We also earn revenue by managing a diversified portfolio of digital assets, venture, private equity, and fund investments on our balance sheet, as well as through our bitcoin mining operations, all of which are reported within the Treasury and Corporate segment. Culture & Ethos Since our founding, Galaxy has nurtured a culture that prioritizes knowledge, innovation, persistence, agility, and the ability to think opportunistically across different lines of the business. We have also positioned ourselves as a hub at the center of the crypto universe and developed a deep understanding of all aspects of digital assets, including the underlying technology, competitive landscape, regulatory dynamics, people, and industry trends. We have done this while maintaining both high ethical standards and a deep understanding of risk, with a core belief that this is in the long-term interest of both us and our clients. We believe that this overall ethos distinguishes us from our peers, giving us a unique competitive advantage and allowing us to operate offensively. Competitive Strengths As the United States aspires to solidify its leadership in digital assets and AI, we believe Galaxy is one of the few firms in the world capable of driving these ambitions forward at scale. Our competitive advantage lies in our focus and commitment to three core principles: Domain Expertise, Operational Excellence, and Ecosystem Advantage. These core principles generate a number of powerful competitive differentiators: Leading Blue Chip Client Franchise Driven by Execution Excellence: Our client base includes more than 1,500 trading counterparties and more than 1,240 asset management clients as of September 30, 2025. Our investment banking team maintains relationships with a wide array of corporates involved in the digital assets space and has served on several landmark transactions. Durable and Resilient Brand Built on Depth of Experience: With over seven years of experience navigating the cyclicality of the digital asset market, we have developed a strong understanding of market dynamics, risk management, and strategic positioning. Trusted Platform Underpinned by Robust Institutional Regulatory Framework: We prioritize compliance with regulatory frameworks in the industries and jurisdictions in which we operate, and have been publicly listed on the TSX for nearly seven years and on Nasdaq since May 2025. We are subject to rigorous oversight and regulation across our operating business segments, and today, we are regulated by more than 50 federal, state, and foreign regulators. First-Mover with a History of Innovation and Leadership: We are deeply embedded in the global digital asset ecosystem, maintaining relationships with emerging protocols, institutional investors, and companies driving innovation. Our investment banking and venture teams have access to early-stage digital asset projects, high-growth companies, and strategic market opportunities, enabling us to advise, invest in, and partner with industry-defining businesses. Purpose-Built, Diversified Business Model is Deeply Integrated: Our business model offers a broad suite of financial products and services focused on digital assets and emerging technologies. Our competitive advantage is our ability to bridge the gap between traditional finance and blockchain innovation to offer strategic advisory and capital solutions for our clients. Differentiated Infrastructure Supports Next-Gen AI HPC Campus: Our Helios campus provides access to reliable power at scale, which is able to support large-scale data center operations. The campus has 800 MW of approved power capacity, with an additional 2.7 GW under load study. Once fully operational, Helios is expected to be one of the largest HPC campuses globally. Well-Positioned to Power AI Demand: We believe that our track record of bitcoin mining and experience with our Helios campus have strongly positioned us to continue to scale our Data Centers operating business segment beyond Helios, both organically and inorganically, as opportunities arise. We plan to continue to capitalize on our ability to secure and manage low-cost power assets, essential long-lead-time power infrastructure, and build and manage high-density compute facilities. Our Growth Strategies Within our Digital Assets operating business segment, we seek to continue our growth trajectory through the following organic strategies. Deepening Relationships with Existing Clients: We see significant opportunity for organic growth through increasing adoption of crypto-related services and products amongst existing clients. Our comprehensive set of solutions within Digital Assets enables cross-selling and creates a flywheel effect for our business. This trading counterparty count does not include counterparties that we face on digital asset trading platforms that match buyers and sellers, nor does it include those platforms themselves. Adding New Clients: We operate our business with the intention of being the platform of choice for new clients entering the ecosystem. Each of our client-facing business lines is comprised of dedicated product development and sales team members responsible for leveraging Galaxy s wide range of institutional capabilities to earn the wallet share of new clients. We are incrementally growing our presence by expanding our capabilities in Europe and Asia and by introducing offerings tailored for retail clients. Client-Centric Product Innovation: We have invested significantly in developing new, innovative products that cater to the unique needs of our clients. Our focus on product innovation and our track record for building bespoke solutions in an evolving ecosystem set us apart as a platform. Galaxy is opportunistic in identifying growth opportunities within the digital assets and adjacent sectors. Expanding into Additional In-Demand Products and Technologies: Our close partnerships with industry leaders and ecosystem innovators across the breadth of the digital assets economy have allowed us to examine thousands of potential opportunities to widen our exposures in-line with innovation and development trends across the ecosystem. Within our Data Centers operating business segment, our growth strategy is focused on the following: Fully Build and Lease-up Our Existing Helios Campus: Galaxy is retrofitting our current Helios campus to deliver 133MW of critical IT load, utilizing 200MW of gross power, to host CoreWeave s AI and HPC infrastructure. The retrofit will be completed in phases, with the full 133 MW of initial critical IT load expected to be delivered by the end of the first half of 2026. Beyond this initial build, CoreWeave has contracted an additional 260MW of critical IT load, utilizing 400MW of gross power, and has also exercised its final option for an additional 133MW of critical IT load, utilizing 200MW of gross power, to be developed as a greenfield expansion at Helios. In total, CoreWeave s committed capacity at the site amounts to 526MW of critical IT load, utilizing 800MW of gross power, with full delivery targeted within 2028. Galaxy has already received approval from the Electricity Reliability Council of Texas ( ERCOT ) for the 800MW of gross power capacity associated with these commitments and currently has 2.7GW of additional capacity under various stages of load study at Helios, with a portion expected to be approved in the coming months. Expanding into New and Existing Markets: We intend to continue exploring additional data center opportunities to build our platform. As we construct and develop these data centers, we can leverage our core competency of developing and managing bitcoin mining sites to build out our HPC data centers efficiently. Continue to Diversify Revenue Mix: We believe that the Data Centers operating business segment will attract customers that opt for long-term leases of approximately ten to fifteen years, which would provide stable and predictable cash flows. We plan to aggressively manage and lease-up our data center assets to maximize cash flow. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/HBAR_grayscale_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/HBAR_grayscale_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/HBAR_grayscale_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/HURA_tuhura_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/HURA_tuhura_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/HURA_tuhura_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/ISPC_ispecimen_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/ISPC_ispecimen_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/ISPC_ispecimen_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/LBKX_boluoc_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/LBKX_boluoc_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/LBKX_boluoc_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/LCGMF_lion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/LCGMF_lion_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..6a6c27d7b0a87ab8126466bc82e471fda41476a9 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/LCGMF_lion_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus. You should read this entire prospectus carefully, including the "Risk Factors" and the financial statements and related notes incorporated by reference herein. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements." References to "we," "our," and "us" refer to Lion Copper and Gold Corp. About our Company Lion Copper and Gold Corp. is a British Columbia corporation advancing its flagship copper projects at Yerington, Nevada through an option to earn-in agreement with Rio Tinto. Our principal executive offices are located at 143 S Nevada Street in Yerington, Nevada, and our telephone number is (775) 463-9600. We also have a corporate office at Suite 1200 - 750 West Pender Street in Vancouver, British Columbia, V6C 2T8, Canada. The Offering Shares Offered by the Selling Shareholders 250,344,126 of our Common Shares, including: 99,605,289 outstanding Shares held by selling shareholders; 27,917,520 Shares issuable upon exercise of March 2024 Warrants; 41,707,215 Shares issuable upon exercise of September 2024 Warrants; 25,155,554 Shares issuable upon exercise of November 2024 Warrants; 27,979,274 Shares issuable upon conversion of November 2025 Debentures; and 27,979,274 Shares issuable upon exercise of November 2025 Warrants. Offering Price Determined at the time of sale by the selling shareholders. Use of Proceeds We will not receive any proceeds from the sale of the Shares by selling shareholders covered by this prospectus. Common Shares Outstanding as of December 9, 2025 413,234,899 Common Shares. Trading Symbols Our Common Shares are listed on the CSE under the symbol "LEO" and quoted on the OTCQB under the symbol "LCGMF". \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/LYRA_lyra_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/LYRA_lyra_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..3cc64349c1112ef7c15c8376beaa2ea31cf56b87 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/LYRA_lyra_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights, and is qualified in its entirety by, the more detailed information included elsewhere in this prospectus or incorporated by reference herein. This summary does not contain all of the information that may be important to you. You should read and carefully consider the entire prospectus, especially the Risk Factors section of this prospectus, before deciding to invest in our common stock. Unless the context otherwise requires, we use the terms Lyra, we, our, us and the Company in this prospectus to refer to Lyra Therapeutics, Inc. and its consolidated subsidiaries, unless otherwise specified. Overview We are a clinical-stage biotechnology company focused on the development and commercialization of innovative, anti-inflammatory therapies for the localized treatment of patients with chronic rhinosinusitis, or CRS. CRS is an inflammatory disease of the paranasal sinuses which leads to debilitating symptoms and significant morbidities and affects approximately 14 million people in the United States. Our primary product candidate, LYR-210, is a bioabsorbable nasal insert designed to be administered in a simple, in-office procedure and intended to deliver six months of continuous anti-inflammatory drug therapy to the sinonasal passages for the treatment of CRS with a single administration. The drug embedded within LYR-210 is mometasone furoate, or MF, which is the active ingredient in various U.S. Food and Drug Administration, or FDA, approved drugs and has a well-established efficacy and safety profile. In June 2025, we announced positive results from the ENLIGHTEN 2 Phase 3 clinical trial of LYR-210 in adult patients with CRS. The ENLIGHTEN 2 trial met its primary endpoint, with LYR-210 demonstrating statistically significant improvement compared to sham control in a composite of the three cardinal symptoms, or 3CS, of CRS (nasal obstruction, nasal discharge and facial pain/pressure) at week 24 (-1.13; p=0.0078) in patients without nasal polyps. The ENLIGHTEN 2 trial also met the key secondary endpoints of 3CS at 24 weeks in the full population (i.e., patients with and without nasal polyps) (-0.90; p=0.0209) and in the clinically-validated SNOT-22 score at 24 weeks (-8.7; p=0.0101), with symptom improvement observed as early as week 4. Consistent with previous studies, LYR-210 was well-tolerated, with no product-related serious adverse events in the ENLIGHTEN 2 trial. Additionally, in pooled data from the ENLIGHTEN 2 and ENLIGHTEN 1 trials in 64 CRS patients with nasal polyps, LYR-210 demonstrated a consistent positive trend over 24 weeks in multiple key efficacy endpoints. The ENLIGHTEN program consisted of two Phase 3 clinical trials, ENLIGHTEN 1 and ENLIGHTEN 2, to evaluate the efficacy and safety of LYR-210 for the treatment of CRS. While the ENLIGHTEN 2 trial met its primary endpoint and key secondary endpoints, the ENLIGHTEN 1 trial did not meet the primary endpoint or secondary endpoints. Each ENLIGHTEN trial enrolled approximately 180 CRS patients who have failed medical management and have not had prior ethmoid sinus surgery, randomized 2:1 to either LYR-210 (7500 g MF) or sham control. The 24-week endpoints in the ENLIGHTEN trials assess LYR-210 s long-acting therapeutic effect as a bioresorbable nasal implant designed to deliver six months of continuous anti-inflammatory medication to the sinonasal passages. Securities Purchase Agreement On June 26, 2025, we entered into a securities purchase agreement, or the Purchase Agreement, with the selling securityholders, pursuant to which we agreed to issue and sell to the selling securityholders an aggregate of: (i) 273,012 shares of our common stock, (ii) pre-funded warrants to purchase up to 150,360 shares of our common stock, referred herein as the Pre-Funded Warrants, and (iii) private placement warrants to purchase up to 846,744 shares of Common Stock, referred herein as the Private Warrants. The closing of the issuance and sale of the shares, the Pre-Funded Warrants and the Private Warrants took place on June 27, 2025. The shares, the Pre-Funded Warrants and the Private Warrants were sold on a combined basis for consideration equating to Table of Contents $11.81 for one share of common stock and a Private Warrant to purchase two underlying shares of Common Stock (or in lieu thereof, $11.809 for a Pre-Funded Warrant to purchase one underlying share of common stock and a Private Warrant to purchase two underlying shares of common stock). The exercise price of the Pre-Funded Warrants was $0.001 per underlying share. The exercise price of the Private Warrants was $11.56 per underlying share. The shares and the Pre-Funded Warrants sold under the Purchase Agreement were offered pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-278163) and a related prospectus supplement filed with the Securities and Exchange Commission. The Private Warrants were sold in a concurrent private placement exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended. Pursuant to the Purchase Agreement, we further agreed to file, as soon as practicable (and in any event by July 26, 2025), a registration statement providing for the resale of the shares of common stock issuable upon exercise of the Private Warrants. We are filing the registration statement on Form S-1 of which this prospectus forms a part to fulfill this obligation. For a detailed description of the transactions contemplated by the Purchase Agreement, see the section captioned Selling Securityholders in this prospectus. Our Corporate Information We were incorporated under the laws of the State of Delaware in November 2005 under the name WMR Biomedical, Inc. In July 2018, we changed our name to Lyra Therapeutics, Inc. Our principal executive offices are located at 480 Arsenal Way, Watertown, MA 02472 and our telephone number is (617) 393-4600. Our website address is www.lyratherapeutics.com. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. Our common stock is listed on the Nasdaq Capital Market under the symbol LYRA . Table of Contents \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/MMCP_mag-mile_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/MMCP_mag-mile_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..17d6ab0f20881f61eb4457a32ae6a79ef3aab591 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/MMCP_mag-mile_prospectus_summary.txt @@ -0,0 +1,619 @@ +PROSPECTUS +SUMMARY + + + +The +following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information +that may be important to you. You should read this entire prospectus carefully, including the sections entitled Risk Factors +and Management s Discussion and Analysis of Financial Condition and Results of Operations and our historical financial +statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms the +Company, Mag Mile Capital, CSF Capital, LLC Myson , we, us, +and our refer to Mag Mile Capital, Inc. + + + +The +Company + + + +Overview + + + +As +a result of a reverse merger between Myson, Inc. and Megamile Capital, Inc. d/b/a Mag Mile Capital that closed March 30, 2023, following +which the business of the Company became the business of Mag Mile Capital, on May 15, 2023, the Company filed with the Oklahoma Secretary +of State an amendment to the Certificate of Incorporation to change the Company s name to Mag Mile Capital, Inc., that became effective +on June 16, 2023. The Company also filed with the Financial Industry Regulatory Authority ( FINRA ) an application for a +new trading symbol to reflect its future new name, Mag Mile Capital, Inc. On September 5, 2023, the name change to Mag Mile Capital, +Inc. and symbol change to MMCP became effective on OTC Markets. + + + +Mag +Mile Capital is a full-service commercial real estate mortgage banking firm headquartered in Chicago with offices in the states of New +York, Massachusetts, Connecticut, Florida, Texas, Michigan, Colorado and Nevada. Mag Mile Capital is a national platform comprised of +capital markets specialists with extensive experience in real estate bridge financing, mezzanine and permanent debt placement and equity +arrangements throughout the full capital stack and across all major real estate asset classes nationwide, including hotels, multifamily, +office, retail, industrial, healthcare, self-storage and special purpose properties, offering access to structured debt and equity advisory +solutions and placement for real estate investors, developers, and entrepreneurs, Mag Mile Capital leverages a wide variety of lending +relationships and equity capital connections as a leading national real estate mortgage intermediary. Its personnel have collectively +raised over $9 billion in real estate financing during their combined 29 years of experience in this industry. + + + +Mag +Mile Capital leverages its access to diverse sources of capital, including family offices, hedge funds, private equity firms, investment +banks, life insurance companies, money center and regional commercial banks, mortgage and equity REITs and sovereign wealth funds. Mag +Mile Capital also utilizes historic tax credits and federal and state new markets tax credits to originate creative financing alternatives +for its diverse customer base. + + + +Mag +Mile Capital has developed a commercial real estate origination software platform named CapLogiq that uses automation and artificial +intelligence to increase the efficiency of the loan closing process. + + + +Organizational +History + + + +We +were incorporated under the laws of the state of Nevada on March 13, 1987, under the name Lewis Resources, Inc. Our name was successively +changed to Israel Semiconductor Corp. on December 21, 1993; International Semiconductor Corporation on July 5, 1994; to Semcolabs, Inc. +on September 28, 1999; to Sanitary Environmental Monitoring Labs, Inc. on April 12, 2000; to Vietnam United Steel Corporation on August +28, 2009; to Vietnam Mining Corporation on June 18, 2010; to Vanguard Mining Corporation on April 25, 2014; and to Myson Group, Inc. +on May 13, 2015. + + + +On +June 8, 2015, we changed our trading symbol from VNMC to MYSN. + + + +On +June 20, 2021, G. Reed Petersen was appointed as Custodian of Myson Group, Inc. in case number A-21-832160-P by the Nevada District Court, +in Clark County, Nevada. Myson Group, Inc. issued 1,000,000 shares of Series A Convertible Preferred Stock, each convertible into 10,000 +shares of common stock and with 100,000 voting rights per share (the Nevada Preferred Stock ), to Mr. Petersen as trustee +of his family trust, G. Reed Peterson Irrevocable Trust. + + + +Myson +Group, Inc. then reincorporated in Oklahoma on July 8, 2021, and carried out a holding company reorganization in Oklahoma in which the +resulting entity was Myson, Inc., an Oklahoma corporation, formed for the purpose of effecting a merger, capital stock exchange, asset +acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Myson Group, Inc. s trading +symbol of MYSN was also transferred to us pursuant to Section 1081(g) of the Oklahoma General Corporation Act. Our new fiscal year became +July 31. + + + + 4 + + + + + + + +On +May 11, 2022, the G. Reed Petersen Irrevocable Trust, agreed to sell all 1,000 issued and outstanding Series A Preferred Shares of the +Company ( Preferred Shares ) to Reddington Partners LLC, thus constituting a change of control of the Company, for $495,000, +pursuant to a Stock Purchase Agreement (the Stock Purchase Agreement ). The Preferred Shares were convertible into 10,000,000 +shares of our common stock which, upon conversion, represented approximately 98.7% of our outstanding shares of common stock. + + + +The +sale of the Preferred Shares to Reddington Partners LLC was completed on May 17, 2022. Under the terms of the Stock Purchase Agreement, +G. Reed Petersen agreed to resign as our sole officer and director; and the change of management was completed on June 5, 2022. On June +6, 2022, Henrik Rouf became our sole officer and director. + + + +On +March 30, 2023, we entered into a Reorganization Agreement (the Reorganization Agreement ) with Megamile Capital, Inc. d/b/a +Mag Mile Capital f/k/a CSF Capital LLC ( Mag Mile Capital ) under which Mag Mile Capital was merged with and into Myson. +With the closing of the reverse merger on March 30, 2023, the sole member of our Board of Directors and our sole officer, Henrik Rouf, +resigned, and Rushi Shah, President and CEO of Mag Mile Capital, assumed the positions of Chairman of our Board of Directors and assumed +the titles of CEO, CFO and Secretary of the Company. + + + +Under +the terms of the Reorganization Agreement, Mag Mile Capital s shareholders now own approximately 87% of our issued and outstanding +shares of common stock or 87,424,424 of the 100,055,935 shares of the issued and outstanding shares of our common stock. In accordance +with the terms of the Reorganization Agreement, the designee of the Company, GK Partners ApS, received a warrant to purchase an aggregate +of 5,000,000 shares of our common stock at an exercise price $0.50 per warrant share with an exercise period through December 31, 2024. + + + +On +April 12, 2023, the Oklahoma Secretary of State accepted the filing of our Certificate of Merger merging Megamile Capital, Inc. with +and into the Company. + + + +On +January 30, 2025, our common stock was first quoted and available to trade on the OTCQB market. + + + +Name +Change + + + +On +May 15, 2023, we filed with the Oklahoma Secretary of State an amendment to our Certificate of Incorporation to change our name to Mag +Mile Capital, Inc., that became effective on June 16, 2023. On September 5, 2023, our name change to Mag Mile Capital, Inc. and symbol +change to MMCP became effective on OTC Markets. + + + +Growth +Strategies + + + +Our +growth strategies are as follows: + + + +Invest +in sales and marketing. + + + +We +intend to continue to attract new customers through an increase in the number of salespeople we engage by leveraging our public company +stock to provide a more competitive compensation package than many of our private company competitors that can only offer cash incentives +as well as to attract highly talented marketing personnel. + + + +Pursue +Strategic Acquisitions. + + + +We +intend to explore potential high-quality acquisition opportunities using our public company status to offer attractive purchase prices +and growth prospects to such targets. We are not currently in any discussions with prospective targets. + + + +Commercialize +Our CapLogiq Software Product. + + + +We +intend to license CapLogiq to prospective acquisition targets as well as to other companies in our industry as a separate revenue stream +to enhance the efficiency of their loan origination process. + + + + 5 + + + + + + + +Implications +of Being an Emerging Growth Company + + + +As +a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an emerging growth +company as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modified +by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified +reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth +companies. These provisions include: + + + + + + + Reduced + disclosure about our executive compensation arrangements; + + + + + + + + + + No + non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; + + + + + + + + + + Exemption + from the auditor attestation requirement in the assessment of our internal control over financial reporting; and + + + + + + + + + + Reduced + disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected + financial information. + + + + +As +a smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions +for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company +if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer +under the rules of the Securities and Exchange Commission, or if we issue more than $1.235 billion of non- convertible debt over a three-year-period. + + + +The +JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting +standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting +standards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) +affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements +may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. + + + +Corporate +Information + + + +We +were incorporated under the laws of the state of Nevada on March 13, 1987, under the name Lewis Resources, Inc. Our name was successively +changed and on May 13, 2015, became Myson Group, Inc. + + + +On +June 20, 2021, G. Reed Petersen was appointed as Custodian of Myson Group, Inc. by the Nevada District Court, in Clark County, Nevada. +Myson Group, Inc. was reincorporated in Oklahoma on July 8, 2021, and carried out a holding company reorganization in Oklahoma in which +the resulting entity was Myson, Inc., an Oklahoma corporation, formed for the purpose of effecting a merger, capital stock exchange, +asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. + + + +We +completed a reverse merger with Mag Mile Capital on March 30, 2023, and are now engaged in the business of commercial real estate mortgage +banking. + + + +On +January 30, 2025, our common stock was first quoted and available to trade on the OTCQB market. + + + +Our +principal executive office is located at 1141 W. Randolph St., Suite 200, Chicago, IL. 60607, and our telephone number is (312) 642-0100. +Our internet website is www.magmilecapital.com, The information on, or that can be accessed through, our website is not part of this +prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock. + + + + 6 + + + + + + + +The +Offering + + + + + Common + Stock to be Sold + + Up + to 1,788,227 shares of our common stock held by the Selling Stockholder. We will not receive any proceeds from the sale of common + stock by the Selling Stockholder. + + + + + + + + Common + Stock Outstanding + + 100,055,935 + as of February 7, 2025 + + + + + + + + Voting + Control by Management + + Our + President and CEO, Rushi Shah, has voting control over all matters submitted to our common stockholders, including amendments to + our certificate of incorporation, election of members of our Board of Directors and major corporate transactions, principally through + his ownership of 87,424,424 shares of our common stock. + + + + + + + + Dividend + Policy + + We + have never declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings + for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See Dividend + Policy . + + + + + + + + OTCQB + Symbol + + MMCP + + + + + + + + Risk + Factors + + You + should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the + Risk Factors section beginning on page 10 of this prospectus before deciding whether or not to invest in our common + stock. + + + + + 7 + + + + + + + +Summary +Financial Information + + + +The +summary financial information set forth below is derived from the more detailed audited consolidated financial statements of the Company +appearing elsewhere in this prospectus. You should read the summary consolidated financial information below in conjunction with Management s +Discussion and Analysis of Financial Condition and Results of Operations and our financial statements, including the notes to +such financial statements. + + + +Statement +of Operations Data: + + + + + + Year Ended + Unaudited Nine Months Ended + + + + December 31, + September 30, + + + + 2023 + 2022 + 2024 + 2023 + + + + + + + + + + Revenues, net + $1,919,243 + $3,321,837 + $2,051,443 + 1,491,111 + + + Commission Expense + 1,481,214 + 1,746,545 + 1,329,829 + 993,060 + + + Gross Profit + 438,029 + 1,575,292 + 721,614 + 498,051 + + + Total Operating Expenses + (3,542,454) + (711,102) + 750,462 + 3,248,277 + + + Income (loss) from Operations + (3,104,425) + 864,190 + (28,848) + (2,750,226) + + + Interest expense + (11,065) + - + (6,580) + (8,872) + + + Net Income (Loss) + $(3,115,490) + $864,190 + $(35,428) + (2,759,098) + + + + + +Balance +Sheet data: + + + + + + Years Ended December 31, + Unaudited Nine Months Ended + + + + 2023 + 2022 + September 30, 2024 + + + Cash + $56,222 + $374,091 + $15,630 + + + Other Current Assets + 393,344 + 187,603 + 475,288 + + + Due from related party + - + 482,550 + + + + Fixed assets net + 15,971 + 41,872 + + + + Operating lease + 318,114 + - + 276,615 + + + Total Assets + $783,651 + $1,086,116 + $767,533 + + + + + + + + + Accounts payable + $74,318 + $44,786 + $58,821 + + + Operating lease liability + 352,565 + - + 367,372 + + + Loans payable + 240,000 + 187,707 + 260,000 + + + Common Stock + 1,000 + 101 + 1,000 + + + Additional paid in capital + 2,804,236 + 426,500 + 2,804,236 + + + Accumulated (Deficit) Earnings + (2,688,468) + 427,022 + (2,723,896) + + + Total Liabilities and Stockholders Equity + $783,651 + $1,086,116 + $767,533 + + + + + + 8 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/NVNIW_nvni_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/NVNIW_nvni_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..ae5fb1f8c9427395dbf5e6425cb843c81ddf838d --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/NVNIW_nvni_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 THE OFFERING 21 RISK FACTORS 23 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 69 SELECTED CONSOLIDATED HISTORICAL AND OTHER FINANCIAL INFORMATION 73 USE OF PROCEEDS 77 DIVIDEND POLICY 78 BUSINESS 79 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 91 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT 120 DESCRIPTION OF SECURITIES 127 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 133 SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES 134 BENEFICIAL OWNERSHIP OF SECURITIES 135 SELLING STOCKHOLDERS 136 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 138 PLAN OF DISTRIBUTION 143 EXPENSES \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/OFRM_once-upon_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/OFRM_once-upon_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/OFRM_once-upon_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/PAPL_pineapple_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/PAPL_pineapple_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..ac26eed300d5ab790e90f0662e51509962c60653 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/PAPL_pineapple_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 2 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/PLMKW_plum_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/PLMKW_plum_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..5c57a899525bfdbca08f2ad76c71f60d21788f0c --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/PLMKW_plum_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary Dilution and Dilution for more information. As of September 30, 2024 Offering Price of $10.00 per Unit 25% of Maximum Redemption 50% of Maximum Redemption 75% of Maximum Redemption Maximum Redemption NTBV NTBV Difference between Public NTBV and Public Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price NTBV Difference between NTBV and Offering Price Assuming Full Exercise of Over-Allotment Option $ 6.94 $ 6.26 $ 3.74 $ 5.19 $ 4.81 $ 3.32 $ 6.68 $ (0.86 ) $ 10.86 Assuming No Exercise of Over-Allotment Option $ 6.91 $ 6.22 $ 3.78 $ 5.16 $ 4.84 $ 3.30 $ 6.70 $ (0.80 ) $ 10.80 We expect to pay our Chief Executive Officer and Chief Financial Officer $20,833 each per month for consulting services rendered to us, commencing upon closing of this offering, through the closing of our initial business combination, subject to availability of sufficient funds from working capital held outside the trust account. In addition, our Sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. See the section titled Management Conflicts of Interest. Prior to this offering, there has been no public market for our units, Class A ordinary shares or public warrants. We have applied to list our units on The Nasdaq Global Market ( Nasdaq ) under the symbol PLMKU on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. The Class A ordinary shares and public warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Cohen and Seaport, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the SEC ) containing an audited balance sheet of the company reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities constituting the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols PLMK and PLMKW, respectively. We are responsible for the information contained in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Lead Book-Running Manager Cohen & Company Capital Markets Joint Book Runner Seaport Global Securities The date of this prospectus is , 2024 Table of Contents TABLE OF CONTENTS Page SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/PMTRW_perimeter_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/PMTRW_perimeter_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..6477f694fa5df2e734be09b8cd718eeb75908f76 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/PMTRW_perimeter_prospectus_summary.txt @@ -0,0 +1 @@ +summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under "Risk Factors" and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "amended and restated memorandum and articles association" refers to the amended and restated memorandum and articles association of the Company which will be adopted on the effectiveness of this registration statement; "Class A ordinary shares" are to the Class A ordinary shares of par value US$0.0001 each in the capital of the Company; "Class B ordinary shares" are to the Class B ordinary shares of par value US$0.0001 each in the capital of the Company; "Companies Act" are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time; "company," "we," "us," "our," or "our company" are to Perimeter Acquisition Corp. I, a Cayman Islands exempted company; "Excise Tax" shall mean the 1% U.S. federal excise tax that was implemented by the Inflation Reduction Act of 2022; "founder shares" are to our Class B ordinary shares issued and outstanding immediately prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be "public shares" with redemption rights); "management" or "our management team" are to our executive officers and directors (including our director nominees who will become directors with effect immediately upon the commencement of trading of the Company s units on the Nasdaq; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "permitted withdrawals" means amounts withdrawn or eligible to be withdrawn to pay our taxes (and such withdrawals can only be made from interest and not from the principal held in the trust account); "private placement units" are to the private placement units to be issued to our sponsor in a private placement simultaneously with the closing of this offering (which private placement units are identical to the public units sold in this offering, subject to certain limited exceptions as described in this prospectus) and upon conversion of working capital loans, as further described in this prospectus; "private placement shares" are to the Class A ordinary shares underlying the private placement units issued to our sponsor in a private placement simultaneously with the closing of this offering or upon conversion of working capital loans, as further described in this prospectus (such Class A ordinary share delivered upon conversion shall not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination); "private placement warrants" are to the non-redeemable warrants underlying the private placement units issued to our sponsor in a private placement simultaneously with the closing of this offering or upon conversion of working capital loans, as further described in this prospectus; "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor s and each member of our management team s status as a "public shareholder" will only exist with respect to such public shares; "public shares" are to our Class A ordinary shares sold as part of the public units in this offering (whether they are purchased in this offering or thereafter in the open market); "public warrants" are to the redeemable warrants sold as part of the public units in this offering (whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter in the open market); "sponsor" are to Perimeter Acquisition Sponsor LLC, a Delaware limited liability company; and "warrants" are to our redeemable public warrants and non-redeemable private placement warrants, as further described in this prospectus. -1- Any forfeiture described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. General We are a newly organized blank check company incorporated on March 6, 2025, as a Cayman Islands exempted company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business in the United States of America or an ally of the US, focusing on the defense and national security sectors. We believe that our management team, which includes our officers and director nominees as discussed below, is well-positioned to identify attractive business combination opportunities. Our management team has significant experience identifying, financing and operating leading companies at the convergence of the defense, technology, and national security sectors. We intend to leverage the deep networks and expertise of our management team to identify companies with strong growth prospects and seek to create significant value for our shareholders. We will seek strong fundamental businesses in these sectors, with emphasis on one or more of the following attributes: Primary focus on companies who can contribute to the re-industrialization of America Companies that offer a strong alignment with the United States and its allies national security priorities Companies that have an ability to grow and scale globally Companies that have earnings with consistent recurring revenues and attractive margins Companies that operate in sectors or run businesses that have high barriers to entry Certain subsectors in which we may seek an initial business combination include aerospace and defense, space, government services, next generation manufacturing in support of the defense industrial base, mature dual-use military and commercial technologies and devices, and national infrastructure security. Our Management Team Our management team is led by our Executive Chairman, Jordan Blashek, our Chief Executive Officer & President, Josef Valdman, and our Chief Investment Officer, Todd Lemkin. Our board of directors includes Vice Admiral (ret.) Sean Pybus, Scott Letier, Jack Selby, Richard Berthy and Scott Faris. With decades of experience, the members of our management team have successfully identified and capitalized on emerging technological and secular trends across a variety of mission-critical defense and government-focused sectors. In addition, our management team and board of directors have deep transaction experience, having executed numerous transactions as operators, investors and advisors. We believe that the extensive experience that members of our management team and board of directors have will position us to identify, evaluate and acquire an attractive initial business combination target. Further, our management team s expertise and familiarity with the national security and defense sectors will be a benefit to the target company s management team to support its growth and success post-initial business combination. -2- Our Executive Officers Jordan Blashek Mr. Blashek is Co-Founder and Managing Partner of America s Frontier Fund ("AFF"), an early-stage venture capital firm which invests in frontier technologies that strengthen America and its global allies. In 2021, Mr. Blashek co-founded AFF with former In-Q-Tel Chief Executive Officer Gilman Louie, with support from former Google CEO Eric Schmidt and Thiel Capital Founder Peter Thiel, in order to invest in the next generation of great American frontier technology companies that are vital to U.S. national security and economic competitiveness. In 2023, AFF created Roadrunner Venture Studios, a venture studio platform based in Albuquerque, New Mexico that incubates and builds new companies out of breakthrough science and technology. In 2017, Mr. Blashek worked with former Google CEO Eric Schmidt to establish Schmidt Futures, a family office venture leveraging technology to solve global challenges. He is also the co-author of the bestselling nonfiction title, Union: A Democrat, a Republican, and a Search for Common Ground, and he serves as President of the AFF Foundation, a charitable initiative of America s Frontier Fund focused on supporting regional innovation, workforce development, and innovation policy across the United States. From 2009 to 2014, Mr. Blashek joined the United States Marine Corps, serving as an Infantry Officer with two combat tours in the Horn of Africa and Afghanistan. Mr. Blashek received a J.D. from Yale Law School, an M.B.A. from Stanford Graduate School of Business, and an A.B. from Princeton University. Josef Valdman Mr. Valdman is Managing Partner and Founder of Slate Hill Partners, and Partner at NEOS Investments. Prior to founding Slate Hill Partners, Mr. Valdman served as a Head of Product Management at Cadence Capital Management (formerly a subsidiary of Pacific Life) from 2017 to 2020. From 2012 to 2017, he served as Senior Managing Director at Foreside, from 2010 to 2012 he served Vice President at ETF Securities (now WisdomTree) and Head of Business Development at Lumina Fund Management. Mr. Valdman received a B.A. in Liberal Studies from SUNY Purchase. Todd Lemkin Todd Lemkin is the former Chief Investment Officer of Canyon Capital Advisors, a global, alternative investment manager. Mr. Lemkin joined Canyon in 2003, was Chair of the Investment Committee, and a Member of the Firm s Management Committee. In addition to his investment responsibilities, Mr. Lemkin has been intimately involved in the firm s product and strategy development during his career. He has investment expertise across a wide variety of industries, asset classes, and geographies, having overseen the firm s European investment office since 2007, and its Asia investment office since 2015. Mr. Lemkin was charged with developing the Firm s Risk Management Team, as well as staffing and overseeing its various Trading Desks. Prior to joining Canyon, Mr. Lemkin worked at Scoggin Capital Management, where he focused on analyzing securities of distressed and bankrupt companies. Mr. Lemkin was also an Investment Banker in the Healthcare Group of Banc of America Securities and the Mergers & Acquisitions Group of Lehman Brothers. Mr. Lemkin serves as a member of the Board of Governors of Cedar Sinai Hospital, a Trustee of the UT Southwestern Medical Foundation, a Trustee of the Dallas Museum of Art, a Trustee of the Greenhill School, and a Trustee of the Southern Methodist University s Meadows School of the Arts. Mr. Lemkin is highly supportive of the military community, and is a Co-Chair of the Dallas Navy SEAL Foundation. Mr. Lemkin received a B.A. in English from the University of California, Berkeley. -3- Our Board of Directors Vice Admiral (ret.) Sean Pybus VAdm. Pybus is a Consultant at Cubic Corp, an Advisor at Idaho Nat l Lab, and a Consultant at Energy Vietnam. VAdm. Pybus is also a consultant within the Defense and Security sectors and President of Pybus Group LLC. VAdm. Pybus retired from the U.S. Navy after 34 years of service as a Naval Special Warfare SEAL officer with numerous Joint Special Operations duty assignments, and his multiple command tours included units in Panama, Germany, and Bahrain, as well as duty as commodore of NSW Group 1 in San Diego (the U.S. Navy SEAL Schoolhouse). As a flag officer, he served as commander of Special Operations Command Pacific, the Naval Special Warfare Command, and the NATO Special Operations Forces Headquarters. Before retiring, VAdm. Pybus served as deputy commander of U.S. Special Operations Command (USSOCOM). VAdm. Pybus received a Masters in National Security from the Naval War College and a B.A. in Economics from the University of Rochester. Scott Letier Mr. Letier is the Managing Director of Deason Capital Services, LLC (DCS), the family office for Darwin Deason. From September 2006 to July 2014, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family. He began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier currently serves as the Chairman of the boards of Xerox Corporation, since 2018, Conduent, since 2018, and Gardenuity Inc., since 2015. Mr. Letier also serves on the boards of Willow Hill, since 2025, File ServeExpress, Terso Solutions, and Strive Asset Management, since 2024, Anchor Capital GP, since 2022, and Colvin Resources Group, since 2008. Since 2006, Mr. Letier has also served on the fund advisory board of Griffis Residential. From 2019 to 2023, Mr. Letier served on the board of MV Transportation. From 2001 to 2022, Mr. Letier was treasurer, board member, executive committee member, and Chairman of the audit and finance committees of the Dallas College Foundation. From 2007 to 2021, he served on the board of directors at Stellar Global, LLC. From 2009 to 2021, he served on the board of NMC Holdings. Mr. Letier is a Certified Public Accountant and received a B.B.A. with a concentration in accounting from the Southern Methodist University – Cox School of Business. Jack Selby Mr. Selby is a Managing Director at Thiel Capital, the family office of Peter Thiel. Mr. Selby co-founded Clarium Capital Management after selling PayPal (Nasdaq: PYPL) to eBay (Nasdaq: EBAY) in October 2002 for $1.5 billion. At PayPal, Mr. Selby joined as an early employee and later served as a Senior Vice President, overseeing the company s international and corporate operations. Mr. Selby was also a formal member of the advisory boards of Blend (NYSE: BLND) and Offerpad (NYSE: OPAD). In addition to his responsibilities at Thiel Capital, Mr. Selby is currently a member of the Board of Directors of the Arizona Commerce Authority, a co-host/founder of the Arizona Technology Innovation Summit with Governor Doug Ducey, Chairman of invisionAZ, and Co-founder and member of the Board of Directors for the Wyoming Global Technology Partnership with Governor Mark Gordon. Mr. Selby received a B.A. in Economics from Hamilton College where he is a member of the Board of Trustees. Scott Faris In April 2024 Mr. Faris founded Eqlipse Quantum, a commercialization accelerator focused on launching and financing transformational dual-use quantum enabled companies for critical defense and intelligence requirements. From October 2021 to April 2024, Mr. Faris served as Chief Executive Officer of Infleqtion (formerly Cold Quanta, Inc.). Since September 2016, Mr. Faris had served as Chief Business Officer of Luminar Technologies, Inc., a leading developer of autonomous vehicle systems technologies including Lidar sensor suites. In June 2013, Mr. Faris founded Aerosonix, Inc. (formerly MicroVapor Devices, LLC), a privately held developer and manufacturer of advanced medical devices and served as its Chief Executive Officer until August 2016 and has served as Chairman of the board of directors since June 2013. In 2002, Mr. Faris also founded the Astralis Group, a strategy advisor that provides consulting to start-up companies and, since 2004, Mr. Faris has served as its Chief Executive Officer. In August 2007, Mr. Faris founded Planar Energy, a company that developed transformational ceramic solid-state battery technology and products and served as its Chief Executive Officer until June 2013. Planar Energy is a spin-out of the U.S. Department of Energy s National Renewable Energy Laboratory. From October 2004 to June 2007, Mr. Faris was a partner with Corporate IP Ventures (formerly known as MetaTech Ventures), an early-stage venture fund specializing in defense technologies. Mr. Faris also previously served as the Chairman and Chief Executive Officer of Waveguide Solutions, a developer of planar optical light wave circuit and micro system products, and as a director and Chief Operating Officer of Ocean Optics, Inc., a precision-optical-component and fiber-optic-instrument spin-out of the University of South Florida. Mr. Faris was also the founder and Chief Executive Officer of Enterprise Corporation, a technology accelerator, served as a director of the Florida Seed Capital Fund and Technology Commercialization at the Center for Microelectronics Research, and the Chairman of the Metro Orlando EDC. Mr. Faris received a B.S. in Management Information Systems from Penn State University in 1988. -4- Richard Berthy Mr. Berthy is Chairman of Big Sky Associates LLC and President and Owner of BP Financial Corp. From October 2003 to December 2022, Mr. Berthy was the Founder and CEO of Foreside Financial Group, LLC. Mr. Berthy currently serves as the Chairman of the boards of Constant Energy Capital Management, Inc., since February 2017 and Forum Foundation, since June 2017, and Chairman of the board and Compensation Committee member of Akumina, Inc., since July 2018. Mr. Berthy also serves on the boards of Farm to School of Park County, since 2024, Keys to Literacy, LLC, since 2023, Phiphen Studios and FinMason, Inc., since 2021, ONE Group Solutions S.a.r.l., since 2019, Spurwink, since 2017, and Phiphen LLC, since 2016. Since May 2014, Mr. Berthy has also served as President and on the board of Foreside Foundation. Mr. Berthy holds FINRA Series 7, 24, 63, 79, and 99 registrations. Mr. Berthy received a B.S. in Finance and Economics from Miami University. Prior SPAC Experience Other than as set forth below, none of our sponsor, officers or directors has had any experience in organizing and managing special purpose acquisition companies. Mr. Lemkin served as an independent director of Atlas Crest Investment Corp., a Delaware corporation. Atlas Crest Investment Corp. completed its initial public offering on October 28, 2020 and entered into a business combination with Archer Aviation Inc. on September 16, 2021. In connection with the closing of the business combination, 24,239,307 public shares were redeemed, which represented approximately 48.5% of the public shares sold in the initial public offering of Atlas Crest Investment Corp. Mr. Lemkin also served as an independent director of Atlas Crest Investment Corp. II, a Delaware corporation. Atlas Crest Investment Corp. II completed its initial public offering on February 4, 2021. Atlas Crest Investment Corp. II did not complete a business combination and redeemed all public shares sold in its initial public offering in December 2022. Mr. Selby served as an independent director of Founder SPAC, a Cayman Islands exempted company. Founder SPAC completed its initial public offering on October 15, 2021 and entered into a business combination with Rubicon Technologies, Inc. on August 15, 2022. In connection with the closing of the business combination, 31,260,776 public shares were redeemed, which represented approximately 98.8% of the public shares sold in the initial public offering of Founder SPAC. Our Senior Advisor Rajeev Garside Mr. Garside will serve as a senior advisor to the Company. From 2014 to 2024, Mr. Garside was a Partner at Albright Stonebridge Group (ASG), which was sold to Dentons Global Advisors. In 2011, Mr. Garside founded ACEI, a private equity firm focused on global energy and infrastructure opportunities. While there, Mr. Garside was also a member of the board of directors of several portfolio companies. From 2006 to 2011, Mr. Garside was Managing Director at the AES Corporation, a Fortune 200 global infrastructure investor and operator, where he executed a financial and operational repositioning of the company and analyzed, negotiated, and financed M&A and new business development opportunities. From 2001 to 2006, Mr. Garside was a Senior Investment Professional at Perseus Capital, LLC, a private equity firm focused on leveraged buyouts and growth investments in the consumer products, biopharmaceutical, and energy/environmental industries. Prior thereto, Mr. Garside was a strategy consultant at McKinsey & Co. and an investment banker at Credit Suisse First Boston. Mr. Garside also served as Head of the Finance Committee and Treasurer of the Ellington Fund of the Duke Ellington School of the Arts in Washington D.C. Mr. Garside received an M.B.A., with a concentration in Finance, from the Wharton School of the University of Pennsylvania and a B.A., with honors, from the University of Pennsylvania. Our Strategic Investor We will be supported by Gamma International Bank, a strategic investor in our sponsor. With offices in the US, Puerto Rico, and the Dominican Republic, the Gamma International Bank team has been built by a group of individuals that have extensive combined experience working in the financial services industry. Jordan Rothenberg, an Executive Vice President at Gamma International Bank, will support the Company as an advisor with the title of managing director. By way of its majority shareholder, Gamma International Bank is associated with Centro Financiero Crecer, United Capital, and Altio, which collectively manage over $5 billion in assets under management. Competitive Strengths We believe that the combined capabilities and expertise of Mr. Blashek, Mr. Valdman, Mr. Lemkin, Gamma International Bank, and the board of directors position our team to source and complete a successful initial business combination for our shareholders. Our team maintains strong connections and meaningful relationships with (and includes members of) domestic and international corporations, industry leaders, defense and federal security agencies, governments, and other influential sector contacts and organizations. We believe that these connections and relationships can offer potential target businesses with direct access to key stakeholders in our target sectors and a broad customer network on a global scale. We believe that we bring a unique combination of differentiated industry-specific knowledge and access and broad macro-investing experience which allows us to understand potential targets both on a business-specific level and in the context of their place and potential trajectory in the public markets. In particular, Mr. Blashek has spent his entire career driving opportunity, and remains highly connected, in the aerospace and defense sector. Mr. Valdman, Mr. Lemkin and Gamma International Bank have diverse investing expertise and exposure across both the defense and national security industries, amongst broader public market expertise. We believe that our synthesized competitive strengths include the following: Best-in-class sector intelligence and understanding the mission-critical nature of the hard-to-penetrate defense and national security customer set Thorough understanding of government funding and contracting dynamics highly relevant to the success of potential targets Management team and board of directors maintain decades of public and private investment experience in various industries across the globe, bringing balanced, diverse, and educated viewpoints Sponsor team includes a well-established and diversified asset manager that accounts for a high volume of capital markets activity and represents a unique and concrete public markets expertise to couple with our management team s deep private market evaluative and investing experience Access to prospective long-term institutional investors and flexible capital sources Ability to develop domestic and international insights, leveraging relationships and opportunities through an extensive and distinguished deal sourcing and information network, enabling differentiated first-look opportunities and the unique ability to locate and evaluate potential targets Ability to recruit top talent and bring in key executives, board members, and relevant sector advisors -5- Business Strategy While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team s background, and to capitalize on the ability of our management team to identify and acquire a business in the United States of America, focused in the aerospace and defense, space, government services, and national security sectors. We believe we are well positioned to execute a successful business combination due to our network of relationships, and our management team s experience in acquiring and operating businesses in these industries. Moreover, we will utilize financial, legal and accounting advisors, and industry specialists to ensure adequate diligence. We intend to work with a target candidate on structuring a transaction that aims to deliver significant shareholder value. With respect to the market, we believe in the following opportunities for our target sectors: Defense & National Security We believe that the increased global threat environment has re-iterated the need for robust defense and national security spending across a multitude of warfighting domains (land, sea, air, space and cyber). Geopolitical tensions continue to contribute to much of the current and projected focus of defense spending, which is reflected in the rise in demand for cost-effective attritable systems, unmanned offerings, hypersonics, defense electronics, offensive and defensive missiles and munitions, cyber warfare, and advancements in artificial intelligence-driven military applications. This global demand is only further exacerbated by recent White House commentary that calls for allied nations to spend more materially on defense procurement as the U.S. focuses on a more domestic-focused defense policy. In line with these interests, global defense spending has reached highs of $2.4 trillion globally as of 2023, according to the Stockholm International Peace Research Institute ("SIPRI"), with a preponderance of that spending being focused within the U.S. Department of Defense (the "DoD") at $916 billion as of 2023. DOD funding is further expected to grow at a 2.4% compound annual growth rate through 2029 per the GFY2025 DOD Greenbook. Even accounting for these large global spending figures, there remains upside for NATO and other allied nations to spend a higher portion of their gross domestic product (of which NATO has a goal of 2%) which is driving continued upward momentum as a large portion of member nations are currently below this target threshold. These tailwinds have also created demand for new ways and methods to think about lean and nimble manufacturing capabilities to meet the needs of the allied defense industrial complex. New technologies are driving a demand for new ways of designing and manufacturing these mission-critical product offerings. As such, we believe companies specializing in cost-effective dual-use commercial and military technologies will be best positioned to capture the significant and growing demand that often runs counter to the interests of the installed legacy defense primes. This shift has led organically to a rise in strategic partnerships between defense contractors, technology firms, and government agencies that we believe will accelerate the deployment of disruptive technologies, further strengthening defense capabilities globally. Our view is that this elevated rate of innovation required to support the battlefield of the future has been driving and will continue to drive robust opportunities for new entrants. The defense technology sector has observed immense growth in private sector funding, ushering in new technologies that can scale and deliver for the warfighter. We have seen that historical attitudes within the venture capital and tech communities are shedding the stigma of defense-focused investment as the private sector is already shaping up this alignment with $70 billion being deployed in 2022 and 2023 to support this investment in emerging defense technology. We believe that this landscape of actionable targets in need of our relationships and government access produces a wide range of opportunity for investment and strategic partnership. We believe our management team is uniquely positioned to capitalize on this momentum, particularly in areas aligned with the national security priorities of the United States and its allies. -6- Space We believe the global space industry is undergoing rapid expansion, driven by lower launch costs, the need for greater connectivity via satellites, space exploration/access, and increased demand for geospatial insights powered by artificial intelligence and machine learning. Governments worldwide are rapidly prioritizing space-based defense systems, civil communications, and Earth observation capabilities with dual-use cases to satisfy their civil and defense requirements. With this strong demand, the global space economy is expected to be worth $1.8 trillion by 2035 (accounting for inflation, according to McKinsey) up from $630 billion in 2023; this represents a compelling long-term annual compound annual growth rate of 9.1%. Additionally, the space end-market has seen significant recent private investment which has driven a wide range of opportunity amongst private space companies and private investors. New and disruptive space-based technologies are leading to rapid evolution and technological advancements. As the cost of space access through lower cost launch services continues to decline, this has paved the way for a variety of new business models, such as space tourism, space manufacturing, space-based repair/servicing, amongst other models. This lower cost of access is disrupting the traditional space industry economics that previously relied on large and concentrated contracts amongst a select few incumbent legacy players, enabling a world of opportunity for emergent players. As technological innovation continues to lower these barriers to entry, new investment and capital continues to grow within the space sector and we believe this presents a compelling investment landscape of actionable target opportunities that would benefit from our access and insights. Government Services We believe the government services sector is experiencing steady growth driven by an increased demand for advanced technology solutions, digital transformation, and operational efficiency across federal, state and local agencies. Several dynamics are contributing to an evolving landscape, in particular the recent focus on DOGE ("Department of Government Efficiency"), which is driving strong demand for improved and more lean federal systems and processes. The government services sector is uniquely positioned to benefit as increased outsourcing and spending on IT services supports strong mid-term growth for national security IT services providers serving the DOD and intelligence communities ("IC"). We believe that with federal budgets prioritizing digital infrastructure, modernization, and cybersecurity resilience, government contractors specializing in data analytics, data and intelligence dissemination, automation, and secure communications are well-positioned for long-term growth. More specifically, federal IT funding for Government Fiscal Year ("GFY") 2025 was $102 billion within the U.S. while IC spending remained at a robust $106 billion appropriated for GFY2024. These funding levels represent a significant addressable market for targets in our acquisition purview and we believe these sustained levels will provide strong long-term sector demand. Given our management team s deep expertise as connected advisors and former government officials, we believe we will have many opportunities to explore an opportunity in government services and find an attractive target that will anchor a platform for further consolidation within the highly fragmented sector. -7- Aerospace We believe the aerospace supply chain remains well-positioned to continue benefitting from a return to higher production rates while long-term sustained commercial passenger traffic demand drives opportunity. According to the 2024 Boeing Commercial Outlook, the long-term annual outlook for commercial traffic growth is expected to grow at a 4.7% compound annual growth rate while the correlating commercial fleet size is expected to grow at a 3.2% compound annual growth rate through 2043. This stable growth trajectory is taken in context with a sector that has observed recent challenges for original equipment manufacturers coming out of the COVID-19 crisis, which we believe continues to showcase a number of viable acquisition opportunities that can benefit from supportive institutional capital and best-in-class operational know-how. Despite these historical headwinds, air traffic remains in-line with historical projections as the global population continues to grow and accessing commercial aviation accelerates. Flight qualified manufactured parts and components require exacting manufacturing techniques and capabilities to ensure safety and reliability. These manufacturing needs are also supported by a diverse opportunity for aftermarket, maintenance and repair, and adjacent commercial support services which continue to grow at a stable 1.8% compound annual growth rate through 2034 as per Oliver Wyman. Despite this short term disruption, given these multi-faceted growth trajectories across traffic, fleet, manufacturing, and related services, we believe there is a strong opportunity to deliver our relationships and expertise to prospective target companies at attractive valuations. Given the aforementioned sectors of focus, our business strategy centers on identifying a candidate with an attractive financial profile, robust growth potential and alignment with these aerospace and defense and national security priorities. To this end, our management team, along with our board of directors, has experience in: Identifying and evaluating businesses and investment opportunities and making accretive investments and acquisitions Operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting top talent Diligently managing risk and creating strong performance across a variety of economic cycles Both acquiring and organically growing operating businesses, as well as implementing operational efficiencies and effectively managing such businesses Accessing both the public and private capital markets to optimize capital structure Acquisition Criteria Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe: Aligns with National Security Priorities – We will seek businesses that align with the current and future national security priorities of the United States and have the potential to contribute to the safety and security of the United States and its allies. Strong Market Position – We will seek to acquire businesses that have strong market positions and competitive advantages in their sectors. Scalable Business Model – We will look for businesses with scalable business models that can benefit from our management team s expertise and resources. Proven Management Team – We will prioritize businesses with experienced and capable management teams that have a track record of success. We anticipate that our own officers and directors will complement, not replace, the skills of the target company s management team. If necessary, we will assess opportunities to improve a target s management team and to recruit additional talent through our extensive network of contacts. Growth Potential – We will focus on businesses with significant growth potential, both organically and through strategic acquisitions. We will look to acquire a business that is providing solutions in areas prioritized by the U.S. government as posing the greatest threats to U.S. national security. We may initially consider those sectors that complement our management team s background and broad network of industry relationships. Preparedness for the Public Markets – We will seek to acquire a business that has or can effectively put in place prior to the closing of a business combination the governance, financial systems and controls required in the public markets. -8- These criteria are not intended to be exhaustive. We may use other criteria as well. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. Our Acquisition Process In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. As described in more details below under "—Other Consideration and Conflicts of Interest" and in the section entitled "Management—Conflicts of Interest," we are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors and conflicts of interest may arise if we select a business combination target that is affiliated with our sponsor, officer or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion that the consideration to be paid to the company in such an initial business combination is fair to our company from a financial point of view from either an independent investment banking firm or another independent entity that commonly renders valuation opinions. We are not required to obtain such an opinion in any other context (except as described below in a situation where our board is not able to independently determine the fair market value of the target business or businesses). Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness of the consideration to be paid to our company from a financial point of view of a business combination with one or more target businesses affiliated with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Such conflicts of interest in connection with a business combination with a business affiliated with our sponsor, officers or directors include conflicts related to the additional fiduciary and contractual duties that our directors and officers may have (as further described in the next paragraph) and conflicts resulting from our directors and officers indirect ownership in the founder shares and private placement units held by our sponsor and the effective price at which such securities were purchased by the sponsor and which may result in the selection of an acquisition target that subsequently declines in value and is unprofitable for public shareholders (while still profitable from our sponsor s, directors and officers perspective) instead of not consummating a business combination at all or with a different business combination target (for more information, also see "— Other Consideration and Conflicts of Interest"). -9- Our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies they may be involved in. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies they may be involved in), he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Further, members of our management team will directly or indirectly own our ordinary shares and/or private placement units (including their underlying securities) following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Although affiliates of our directors and officers or entities, to which they have fiduciary obligations, may pursue a similar target universe to us for acquisition or investment opportunities, we anticipate that the specific companies or assets that we may target (e.g. companies in the national security or defense-related industries seeking to go public) will only overlap as appropriate opportunities for such entities and persons due to their investment mandates if such potential targets also desire to enter into other debt or equity transactions with such entities and persons in connection with a going public transaction, which our potential targets may choose to effectuate via a business combination with us or without us via a business combination with a competing special purpose acquisition company or the use of a more traditional initial public offering or direct listing structure. Therefore, we do not expect the fiduciary and contractual duties of our directors, officers, their affiliates and entities, to which they have fiduciary obligations, to materially affect our ability to select an appropriate acquisition target and complete an initial business combination. Initial Business Combination Nasdaq rules require that we must complete one or more business combinations that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding any deferred underwriter fees and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company s business, there is a significant amount of uncertainty as to the value of the company s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. -10- We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Further, as the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. Because of our limited resources and such increased competition for business combination opportunities, including from other special purpose acquisition companies or other entities having a similar business objective to us, it may be more difficult for us to complete our initial business combination or negotiate attractive terms for our initial business combination. Depending on who our competitors will be when negotiating a business combination transaction, we may also be at a competitive disadvantage in successfully negotiating an initial business combination. For more information also see "Risk Factors—Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination—As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination" and "Risk Factors—Risks Relating to our Search for, and Consummation of, or Inability to Consummate, a Business Combination—Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless." -11- Pursuant to a letter agreement to be entered with us, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Further, pursuant to such letter agreement, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell founder shares, private placement units and public units (if any are purchased in connection with the offering), as summarized in the table below. For more information on non-contractual resale restrictions, also see "Securities Eligible for Future Sale — Rule 144," "Securities Eligible for Future Sale — Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies" and "Securities Eligible for Future Sale —Summary of resale restrictions." SUBJECT SECURITIES TRANSFER RESTRICTIONS NATURAL PERSONS AND ENTITIES SUBJECT TO TRANSFER RESTRICTIONS EXCEPTIONS TO TRANSFER RESTRICTIONS Founder Shares Agreement not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (each of the foregoing, a "Transfer"), until the earlier of (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Further, no Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares until 180 days after the date of this prospectus. Our sponsor, directors and officers Restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual s immediate family or to a trust, the beneficiary of which is a member of the individual s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement units, private placement warrants, private placement shares or Class A ordinary shares, as applicable, were originally purchased; (f) pro rata distributions from our sponsor to its members, partners, or shareholders pursuant to our sponsor s operating agreement, (g) by virtue of our sponsor s organizational documents upon liquidation or dissolution of our sponsor; (h) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (i) in the event of our liquidation prior to the completion of our initial business combination; or (j) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares and private placement units (including their underlying securities). Further, despite the 180 day transfer restriction after the date of this prospectus that is described under the column "Transfer restrictions" to the left of this column, the underwriting agreement authorizes registration with the SEC pursuant to the Registration Rights and Shareholder Rights Agreement of the resale of the founder shares, the private placement units (including any private placement units issued upon conversion of working capital loans) and their underlying securities, the exercise of the private placement warrants and the public warrants and the Class A ordinary shares issuable upon exercise of such warrants or conversion of founder shares. -12- SUBJECT SECURITIES TRANSFER RESTRICTIONS NATURAL PERSONS AND ENTITIES SUBJECT TO TRANSFER RESTRICTIONS EXCEPTIONS TO TRANSFER RESTRICTIONS Private Placement Units and underlying securities No Transfer until 30 days after the completion of our initial business combination. Further, no Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares until 180 days after the date of this prospectus. Our sponsor, directors and officers Same as above. Public Units and underlying securities (if any are purchased in connection with the offering) No Transfer of any Class A ordinary shares, Class B ordinary shares or any other securities convertible into, or exercisable or exchangeable for, ordinary shares until 180 days after the date of this prospectus. Our sponsor, directors and officers Same as above. The letter agreement also provides that the sponsor and each director and officer agree to vote any founder shares, private placement shares included in private placement units and any public shares they may own in favor of a proposed initial business combination if we seek shareholder approval for such business combination and in favor of any proposals recommended by our board of directors in connection with such business combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). Further, our sponsor, directors and officers also agree not to redeem any public shares they may hold in connection with such shareholder approval. The letter agreement may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by (i) each director and officer signatory to the letter agreement with respect to herself or himself, as applicable, to the extent she or he are the subject of any such change, amendment, modification or waiver, (ii) us, and (iii) our sponsor. Changes, amendments, modifications or waivers to the transfer restriction that lasts for 180 days after the date of this prospectus will require the written consent of the underwriter of this offering. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. Such transfer restrictions have been amended in connection with business combinations for certain other special purpose acquisition companies. For more information, also see "Risk Factors—Risks Relating to our Sponsor and Management Team—Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval" and "Underwriting—Contractual Transfer Restrictions in the Letter Agreement and Underwriting Agreement." In order to facilitate our initial business combination or for any other reason determined by our sponsor, our sponsor may, with our consent, (i) surrender or forfeit, transfer or exchange our founder shares, private placement units or any of our other securities held by it, including for no consideration in connection with a PIPE financing or otherwise, (ii) subject any such securities to earn-outs or other restrictions, and (iii) enter into any other arrangements with respect to any such securities. We may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units or membership interests in our sponsor in a transaction in which the sponsor or members of our management team remove themselves as our sponsor before identifying a business combination. As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests in us or our sponsor, which would likely result in our loss of certain key personnel. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination. Other Considerations and Conflicts of Interest We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that the consideration to be paid to the company in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context (except as described herein in a situation where our board is not able to independently determine the fair market value of the target business or businesses). -13- Compensation of Sponsor, Sponsor s Affiliates and Directors and Officers The table below summarizes (i) the number of founder shares and private placement units issued or to be issued to the sponsor simultaneously with the consummation of this offering and the price paid or to be paid by the sponsor for such securities, and (ii) the main items of compensation received or eligible to be received by the sponsor, our sponsor s affiliates and our directors and officers: ENTITY/INDIVIDUAL AMOUNT OF COMPENSATION RECEIVED OR TO BE RECEIVED OR SECURITIES ISSUED OR TO BE ISSUED CONSIDERATION Sponsor 4,926,250 founder shares(1) (of which 656,250 are subject to forfeiture if the underwriter does not exercise its overallotment option) $24,460 or approximately $0.005 per founder share 505,000 private placement units (or 557,500 private placement units if the underwriter s over-allotment option is exercised in full) $10,000 per month Office space, secretarial and administrative services Up to $300,000 Repayment of loans made to us to cover offering related and organizational expenses Sponsor, officers or directors, or our or their affiliates Up to $1,500,000 in working capital loans by our sponsor, our sponsor s affiliates and our directors or officers. Such loans may be converted at the option of the lender into private placement units at a conversion price of $10.00 per unit(2) Working capital loans to fund working capital deficiencies or finance transaction costs in connection with an initial business combination Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.(3) Services in connection with identifying, investigating and completing an initial business combination M. Scott Faris, Scott Letier, Vice Admiral Sean Pybus (ret.) and Jack Selby 105,000 founder shares in the aggregate purchased by such directors from our Sponsor $540 or approximately $0.005 per founder share, the same per-share price paid by our Sponsor Gamma Securities LLC, an affiliate of Gamma International Bank $350,000 (or $402,500 if the underwriter s over-allotment option is exercised in full) Capital markets advisory services in support of this offering and our initial business combination. (1)As described below under "Offering—Founder shares conversion and anti-dilution rights," the founder shares and Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the nominal price of $0.005 per founder share at which our sponsor purchased the founder shares and/or the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. For more information also see below under "Offering—Payments to insiders" and "Offering—Additional financing." (2)The $10.00 per private placement unit conversion price for such working capital loans may potentially be significantly less than the market price of our shares at the time the lenders elect to convert their working capital loans into private placement units. Further, the $11.50 exercise price of the private placement warrants included in the private placement units issuable upon conversion of working capital loans may be significantly less than the market price of our shares at the time such private placement warrants are exercised. Similarly, depending on the market price of our shares at the time our private placement warrants are exercised, the cashless exercise feature of our private placement warrants may also result in material dilution to our public shareholders given that the cashless exercise of the warrants will not result in any cash proceeds to us and holders of our private placement warrants would pay the private placement warrant exercise price by surrendering their warrants for a number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "Sponsor fair market value" (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The "Sponsor fair market value" shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. Therefore, such private placement unit issuances may result in significant dilution to holders of our shares. For more information also see "Risk Factor—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs" and "Risk Factors—Risks Relating to our Sponsor and Management Team—Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination." (3)For more information, also see "Effecting Our Initial Business Combination —Sources of Target Businesses," "Management —Executive Officer and Director Compensation" and "Certain Relationships and Related Party Transactions." -14- Affiliates of our sponsor, our officers and members of our board of directors will directly or indirectly own founder shares and private placement units (including their underlying securities) following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Additionally, Gamma International Bank, Josef Valdman, Jordan Blashek, and Todd Lemkin, or their respective affiliates, own Class A interests in the sponsor, which represent approximately 45%, 30%, 15% and 6%, respectively, of interests representing the founder shares held by the sponsor. In addition, Gamma International Bank, or its affiliates, will own Class B interests in the sponsor, which will represent approximately 95% of interests representing the private placement units held by the sponsor. The remaining Class B interests in the sponsor will be owned by Messrs. Berthy, Blashek, Lemkin and Valdman or their respective affiliates. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we do not complete our initial business combination within 24 months from the closing of this offering, the founder shares and private placement units held by our initial shareholders may lose most of their value, except to the extent that the founder shares or the Class A ordinary shares included in the private placement units receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Similarly, additional conflicts of interests may arise and incentives may be created to select an acquisition target that subsequently declines in value and is unprofitable for public shareholders instead of not consummating a business combination if (i) after the redemption of public shareholders no assets are available outside of the trust account to repay any loans extended to us by our sponsor, affiliates of our sponsor or our officers and directors and to reimburse our sponsor and others for any out-of-pocket expenses incurred in connection with identifying, investigating and completing an initial business combination or (ii) not consummating a business combination within the allotted time may require service providers to forfeit their fees. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Affiliates of our sponsor are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, any future special purpose acquisition companies they may be involved in. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, any future special purpose acquisition companies they may be involved in), he or she may need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity. If these entities decide to pursue any such opportunity, we may be precluded from pursuing the same. Although affiliates of our directors and officers or entities, to which they have fiduciary obligations, may pursue a similar target universe to us for acquisition or investment opportunities, we anticipate that the specific companies or assets that we may target (e.g. companies in the national security or defense-related industries seeking to go public) will only overlap as appropriate opportunities for such entities and persons due to their investment mandates if such potential targets also desire to enter into other debt or equity transactions with such entities and persons in connection with a going public transaction, which our potential targets may choose to effectuate via a business combination with us or without us via a business combination with a competing special purpose acquisition company or the use of a more traditional initial public offering or direct listing structure. Therefore, we do not expect the fiduciary and contractual duties of our directors, officers, their affiliates and entities, to which they have fiduciary obligations, to materially affect our ability to select an appropriate acquisition target and complete an initial business combination. -15- To address the matters set out above, our amended and restated memorandum and articles of association will provide that, to the maximum extent permitted by law: (i) no individual serving as a director or an officer or the sponsor shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer or the sponsor, on the one hand, and us, on the other and (b) the presentation of which would breach an existing legal obligation of a director, an officer or the sponsor to any other entity. In addition our amended and restated memorandum and articles of association will provide that except to the extent expressly assumed by contract, to the fullest extent permitted by law, a director, an officer or the sponsor shall have no duty to communicate or offer any such corporate opportunity us and shall not be liable to us or our shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to us. Except as provided in our amended and restated memorandum and articles of association, to the fullest extent permitted by law, our amended and restated memorandum and articles of association will provide that we renounce any interest or expectancy of the company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the company and a director, an officer or the sponsor, about which a director and/or officer acquires knowledge. To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in our amended and restated memorandum and articles of association to be a breach of duty to the company or our shareholders, we will waive, to the fullest extent permitted by law, any and all claims and causes of action that we may have for such activities. Further, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. For more information on conflicts of interests, also see the sections entitled "Risk Factors — Risks Relating to our Sponsor and Management Team" and "Management — Conflicts of Interest." We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the related amendments are approved by the shareholders, holders of Class A ordinary shares will be offered an opportunity to redeem their shares in connection with the implementation of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor may lose its entire investment in our founder shares and our private placement units. For more information, also see "Risk Factors—Risks Relating to our Securities—Since our sponsor, executive officers and directors may lose their entire investment in us (other than with respect to public shares they may acquire during or after this offering) if our initial business combination is not completed and no liquidating distributions from assets outside the trust account are available, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination." As described under "Risk Factors—Risks Relating to Our Sponsor and Our Management Team—You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available," the holders of our warrants will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available. If the issuance of the Class A ordinary shares upon exercise of our public warrants is not registered or qualified or exempt from registration or qualification, the holders of such warrants will not be entitled to exercise their warrants and the warrants may have no value and expire worthless. In such an instance, our sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their private placement warrants (given the private placement warrants are exercisable for cash or "cashless" at the option of our sponsor and its permitted transferees) and our sponsor and its permitted transferees may sell the Class A ordinary shares issuable upon exercise of such private placement warrants while holders of our public warrants would not be able to exercise their warrants and sell the Class A ordinary shares issuable upon exercise. -16- Further, if and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under applicable state securities laws and even if an exemption from such registration or qualification is not available. As a result, we may redeem our public warrants even if the public holders are otherwise unable to exercise their public warrants (for more information, also see "Risk Factors—Risks Relating to Our Sponsor and Our Management Team—We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless."). In addition, the ability to redeem our public warrants could create conflicts of interest as it limits the potential upside of holders of our public warrants while our non-redeemable private placement warrants remain outstanding and become more valuable as our share price increases. Our management team may also require holders to exercise their warrants on a "cashless" basis, which would reduce the number of Class A ordinary shares received by a holder upon exercise of their warrants and thereby reduce the potential equity "upside" of a public holder s investment in us. For more information, also see "Risk Factors—Risks Relating to Our Sponsor and Our Management Team—Our management s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash." Our Sponsor Our sponsor, Perimeter Acquisition Sponsor LLC, is a Delaware limited liability company that was formed for the sole purpose of holding securities in us and provide certain services to us pursuant to the administrative services and indemnification agreement, as further described herein. Jordan Blashek, our executive chairman, is the managing member of our sponsor. As of the date hereof, Gamma International Bank, Josef Valdman, Jordan Blashek, and Todd Lemkin, or their respective affiliates, own Class A interests in the sponsor, which represent approximately 45%, 30%, 15% and 6%, respectively, of interests representing the founder shares held by the sponsor. In addition, Gamma International Bank, or its affiliates, will own Class B interests in the sponsor, which will represent approximately 95% of interests representing the private placement units held by the sponsor. The remaining Class B interests in the sponsor will be owned by Messrs. Berthy, Blashek, Lemkin and Valdman or their respective affiliates. On March 7, 2025, our sponsor paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 4,312,500 founder shares, or approximately $0.006 per share. Prior to this offering, our sponsor transferred an aggregate of 90,000 of our founder shares to our four independent director nominees at the same per-share purchase price paid by our sponsor. These shares will not be subject to forfeiture in the event the underwriter s over-allotment option is not exercised. In May 2025, we effected a share capitalization pursuant to which we issued an additional 703,750 founder shares to our sponsor and 15,000 founder shares to our independent director nominees resulting in an aggregate of 5,031,250 founder shares issued and outstanding (up to 656,250 shares of which are subject to forfeiture depending on the extent to which the underwriters over-allotment option is exercised). If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares included in the private placement units) upon the consummation of this offering. In addition, our sponsor has committed, pursuant to a written agreement, to purchase 505,000 private placement units (or 557,500 private placement units if the underwriter s over-allotment option is exercised in full), at a price of $10.00 per unit ($5,050,000 in the aggregate or $5,575,000 if the underwriter s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. For more information on our sponsor and its controlling persons, please see the section entitled "Principal Shareholders." Corporate Information Our executive offices are located at 6060 N. Central Express Way, Suite 500, Dallas, Texas 75204. We expect to maintain a corporate website at following the completion of this offering and our telephone number is (214) 292-6615. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statements of which this prospectus forms a part. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from March 13, 2025, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with 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 intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to "emerging growth company" have the meaning associated with it in the JOBS Act. Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. -17- THE OFFERING In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled "Risk Factors" of this prospectus. Securities offered 17,500,000 units (or 20,125,000 units if the underwriter s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: one Class A ordinary share; and one-half of one redeemable warrant. Proposed Nasdaq symbols Units: "PMTRU" Class A ordinary shares: "PMTR" Warrants: "PMTRW" Trading commencement and separation of Class A ordinary shares and warrants The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc., the underwriter, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter s over-allotment option. Units: Number outstanding before this offering 0 Number of public units outstanding after this offering 17,500,000(1) Number of private placement units to be sold in a private placement simultaneously with this offering 505,000(1) Total number of units outstanding after this offering 18,005,000(1) -18- Ordinary shares: Number outstanding before this offering 5,031,250(2)(3) Number outstanding after this offering 22,380,000(1)(2)(4) Warrants: Number of private placement warrants to be sold as part of private placement units in a private placement simultaneously with this offering 252,500(1) Number of warrants to be outstanding after this offering and the sale of private placement units in a private placement simultaneously with this offering 9,002,500(1)(5) (1)Assumes no exercise of the underwriter s over-allotment option. (2)Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of a holder on a one-for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares included in the private placement units) upon the consummation of this offering. (3)Includes up to 656,250 founder shares that are subject to forfeiture if the underwriter does not exercise its over-allotment option in full. (4)Includes 17,500,000 public shares, 505,000 private placement units (purchased by our sponsor in a private placement simultaneously with the closing of this offering) and 4,375,000 founder shares, assuming 656,250 founder shares have been forfeited. (5)Includes 8,750,000 public warrants and 252,500 private placement warrants included in the private placement units. Exercisability Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Exercise price $11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to "Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. -19- Exercise period The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption of the warrants or liquidation of the company. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. -20- Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): in whole and not in part; at a price of $0.01 per warrant; upon a minimum of 30 days prior written notice of redemption, which we refer to as the "30-day redemption period"; and if, and only if, the last reported sale price (the "closing price") of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading "Description of Securities—Warrants—Public Shareholders Warrants—Anti-Dilution Adjustments") for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants on a "cashless basis," our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the "fair market value" of our Class A ordinary shares less the exercise price of the warrants by (y) the fair market value. The "fair market value" of our Class A ordinary shares as used in "—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00" above shall mean the average reported last sale price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. See "Description of Securities—Warrants—Public Shareholders Warrants" for additional information. None of the private placement warrants underlying private placement units will be redeemable by us. -21- Founder shares On March 7, 2025, Perimeter Acquisition Sponsor LLC paid $25,000 to cover for certain expenses on our behalf in exchange for the issuance of 4,312,500 founder shares, or approximately $0.006 per share. In May 2025, we effected a share capitalization pursuant to which we issued an additional 718,750 founder shares to our sponsor and independent director nominees resulting in an aggregate of 5,031,250 founder shares issued and outstanding. Prior to such initial investment in the company of $25,000, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount so paid by the number of founder shares issued in consideration therefor. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares (excluding the private placement shares included in the private placement units) upon the consummation of this offering. Up to 656,250 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter s over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: only holders of the founder shares have the right to vote on the appointment and removal of directors prior to the completion of our initial business combination (by a simple majority of votes of the holders of the founder shares as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken, regard shall be had in computing a majority to the number of votes to which each holder is entitled)); in a vote to transfer the Company by way of continuation to a jurisdiction outside the Cayman Islands prior to the completion of our initial business combination (which requires a special resolution, being the affirmative vote of a majority of not less than two-thirds of the holders of the issued shares as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken, regard shall be had in computing a majority to the number of votes to which each holder is entitled)), only holders of our founder shares shall carry the right to vote; the founder shares are subject to certain transfer restrictions, as described in more detail below; -22- our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares included in any private placement units and public shares they hold in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares included in any private placement units and public shares in connection with the implementation by the directors of, and following a shareholder vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to (x) the rights of holders of our Class A ordinary shares or (y) pre-initial business combination activity, and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares included in any private placement units they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). If we seek shareholder approval, we will complete our initial business combination only if the business combination is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of such holders as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each holder is entitled). In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares included in any private placement units and any public shares (including public shares that are part of a public unit) purchased during or after this offering in favor of our initial business combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). As a result, in addition to our founder shares and private placement shares included in the private placement units issued concurrently with the consummation of this offering, we would need 6,310,001, or 36%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares, we will not need any public shares in addition to our founder shares and the private placement shares included in the private placement units purchased by our sponsor simultaneously with this offering to be voted in favor of an initial business combination in order to approve an initial business combination; -23- the founder shares will automatically convert into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis (such Class A ordinary share delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination), subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption "Founder shares conversion and anti-dilution rights" and in our amended and restated memorandum and articles of association; and the founder shares are entitled to registration rights. Private placement units and underlying securities Our sponsor has agreed to purchase an aggregate of 505,000 private placement units (or up to 557,500 private placement units if the underwriter s over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $5,050,000 (or up to $5,575,000 if the underwriter s over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant, upon aggregation of the fractional private placement warrants contained in each private placement unit, is exercisable to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The private placement warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon liquidation, as described in this prospectus. Each private placement share included in each private placement unit will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination. -24- Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, private placement shares included in any private placement units and public shares they hold in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares included in any private placement units and public shares in connection with the implementation by the directors of, and following a shareholder vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to (x) the rights of holders of our Class A ordinary shares or (y) pre-initial business combination activity, and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares included in any private placement units they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). In addition, our sponsor has agreed to vote any private placement shares included in any private placement units held by it in favor of our initial business combination. The private placement warrants will be non-redeemable by us and exercisable for cash or on a "cashless basis" (see "Description of Securities—Warrants—Private Placement Warrants"). Transfer restrictions on founder shares and private placement units Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement units (including any private placement shares or private placement warrants included in such private placement units) until 30 days after the completion of our initial business combination. Except as described herein, our sponsor, directors and officers also agreed not to transfer any securities they hold for 180 days following the date of this prospectus. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and management team with respect to any founder shares and private placement units (including their underlying securities). For more information on the letter agreement in which the transfer restrictions are included and for more information on the limited exceptions to such transfer restrictions, also see "Proposed Business—Initial Business Combination." -25- Cashless exercise of private placement warrants included in private placement units If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the "Sponsor fair market value" (as defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. The "Sponsor fair market value" shall mean the average reported last sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods. Founder shares conversion and anti-dilution rights Subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the founder shares, which are designated as Class B ordinary shares, will be convertible at the option of the holder or will automatically convert into Class A ordinary shares (such Class A ordinary share delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial business combination, each on a one-for-one basis. If additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares at the time of the closing of an initial business combination will equal, in the aggregate, twenty per cent (20%) of the sum of: (a) the total number of Class A ordinary shares in issue upon completion of our initial public offering (including any Class A ordinary shares issued pursuant to the underwriter s over-allotment option and excluding any Class A ordinary shares underlying the private placement warrants issued to the sponsor); plus (b) all Class A ordinary shares and equity-linked securities issued or deemed issued related to or in connection with the closing of our initial business combination, excluding any ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private placement-equivalent warrants issued to the sponsor or an affiliate of the sponsor or to the company s officers and directors upon the conversion of working capital loans made to the company; minus (c) the number of public shares redeemed in connection with our initial business combination. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. The term "equity-linked securities" refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. -26- Election of directors; Voting rights Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment and removal of directors (by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of such holders as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each holder is entitled). Holders of our public shares will not be entitled to vote on the appointment or removal of directors during such time. Incumbent directors shall also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy in accordance with the amended and restated memorandum and articles of association. Further, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation in a jurisdiction outside the Cayman Islands (which requires a special resolution, being the affirmative vote of a majority of not less than two-thirds of the holders of the issued shares as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken, regard shall be had in computing a majority to the number of votes to which each holder is entitled)) (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands) and, as a result, our sponsor will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of holders (or, where such amendment is proposed in respect of the consummation of our initial business combination, not less than two-thirds) of our outstanding ordinary shares as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken, regard shall be had in computing a majority to the number of votes to which each holder is entitled). With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law or the applicable rules of Nasdaq then in effect, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Our amended and restated memorandum and articles of association will provide that our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting of shareholders) serving a three-year term. Proceeds to be held in trust account The Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, $175,000,000, or $201,250,000 if the underwriter s over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and approximately $600,000 will be used to pay expenses in connection with the closing of this offering and approximately $950,000 will be used for working capital following this offering. The proceeds to be placed in the trust account include $6,125,000 (or $7,043,750 if the underwriter s over-allotment option is exercised in full) in deferred underwriting commissions. -27- Except with respect to permitted withdrawals, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to (x) the rights of holders of our Class A ordinary shares or (y) pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Ability to extend time to complete business combination We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the related amendments are approved by the shareholders, holders of Class A ordinary shares will be offered an opportunity to redeem their shares in connection with the implementation of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor may lose its entire investment in our founder shares and our private placement units. For more information, also see "Risk Factors—Risks Relating to our Securities—Since our sponsor, executive officers and directors may lose their entire investment in us (other than with respect to public shares they may acquire during or after this offering) if our initial business combination is not completed and no liquidating distributions from assets outside the trust account are available, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination." -28- Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except for permitted withdrawals and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association, as described herein. The proceeds held in the trust account will be held in cash, including in demand deposit accounts at a bank, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating an intended business combination. We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in U.S. government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $950,000 in working capital after the payment of approximately $600,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, affiliates of our sponsor or our officers and directors, although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. As further described herein, up to $1,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The private placement units issued upon conversion of any such loans would be identical to the private placement units sold in a private placement concurrently with this offering. Conditions to completing our initial business combination Nasdaq rules require that we must complete one or more business combinations that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding any deferred underwriter fees and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. -29- Permitted purchases and other transactions with respect to our securities If we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or their affiliates may purchase units, public shares, warrants or equity-linked securities in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire units, public shares, warrants or not redeem their public shares. There is no limit on the number of securities our sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase units, public shares or warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase units, public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors or their affiliates may purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchase; if our sponsor, directors, officers, advisors or their affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process; our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; our sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and we would disclose in a Form 8-K, before our shareholder meeting to approve the business combination transaction, the following material items: (i) the amount of our securities purchased outside of the redemption offer by our sponsor, directors, officers, advisors or their affiliates, along with the purchase price; (ii) the purpose of the purchases by our sponsor, directors, officers, advisors or their affiliates; (iii) the impact, if any, of the purchases by our sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved; (iv) the identities of our security holders who sold to our sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or their affiliates; and (v) the number of our securities for which we have received redemption requests pursuant to our redemption offer. -30- Please see "Proposed Business—Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how such persons will determine from which shareholders to seek to acquire securities. The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Please see "Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—If we seek shareholder approval of our initial business combination, sponsor, directors, officers, advisors or their affiliates may elect to purchase public shares, which may influence a vote on a proposed business combination and reduce the public "float" of our securities." -31- Redemption rights for public shareholders upon completion of our initial business combination We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our private placement units or any private placement shares included therein. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares included in any private placement units and public shares in connection with (i) the completion of our initial business combination and (ii) upon effectiveness of , and following a shareholder vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to (x) the rights of holders of our Class A ordinary shares or (y) pre-initial business combination activity. -32- Manner of conducting redemptions We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. If we hold a shareholder vote to approve our initial business combination, we will: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and file proxy materials with the SEC. -33- If we seek shareholder approval, we will complete our initial business combination only if the business combination is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a simple majority of such holders as, being entitled to do so, vote in person or by proxy at a general meeting of the company (and where a poll is taken regard shall be had in computing a majority to the number of votes to which each holder is entitled). In such case, our sponsor and our management team have agreed to vote their founder shares, private placement shares included in any private placement units and any public shares (including public shares that are part of a public unit) purchased during or after this offering in favor of our initial business combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). As a result, in addition to our founder shares and private placement shares included in the private placement units issued concurrently with the consummation of this offering, we would need 6,310,001, or 36%, of the 17,500,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares, we will not need any public shares in addition to our founder shares and the private placement shares included in the private placement units purchased by our sponsor simultaneously with this offering to be voted in favor of an initial business combination in order to approve an initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five clear days notice will be given of any such shareholder meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. Limitation on redemption rights of shareholders holding more than 15% of the public shares sold in this offering if we hold a shareholder vote Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders ability to redeem to no more than 15% of the public shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the public shares sold in this offering) for or against our initial business combination. -34- Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption "Redemption rights for public shareholders upon completion of our initial business combination," to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Additional financing We intend to effectuate our initial business combination using cash from the proceeds of this offering, the sale of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. Generally, the issuance of additional shares in a business combination: may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded to Class A ordinary shares; could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, the post-business combination company s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of officers and directors; may have the effect of delaying or preventing a change of control of the post-business combination company by diluting the share ownership or voting rights of a person seeking to obtain control of the post-business combination company; may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and may not result in adjustment to the exercise price of our warrants. -35- We may issue shares to investors in private placement transactions (so-called PIPE transactions) in order to complete an initial business combination and provide sufficient liquidity and capital to the post-business combination entity. As of the date of this prospectus, we have no commitments to issue any shares in connection with such a transaction. The price of the shares so issued in connection with an initial business combination may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured to ensure a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company s securities following the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Such issuances could also result in additional transaction costs related to our initial business combination compared to a traditional initial public offering, including the placement fees associated with the engagement of a placement agent in connection with PIPE transactions. Although we have no commitments as of the date of this prospectus to issue any notes or other debt, or to otherwise incur debt following this offering, we may choose to pursue a business combination in connection with which we incur substantial debt. No issuance of debt will affect the per share amount available for redemption from the trust account. However, if we issue debt securities or otherwise incurs significant debt to banks or other lenders or the owners of a target, it could result in: default and foreclosure on the assets of the post-business combination company if its operating revenues are insufficient to repay its debt obligations; acceleration of the post-business combination company s obligations to repay such indebtedness, even if it makes all principal and interest payments when due, if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; the post-business combination company s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; the post-business combination company s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is outstanding; using a substantial portion of the post-business combination company s cash flow to pay principal and interest on its debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; limitations on the post-business combination company s flexibility in planning for and reacting to changes in its business and in the industry in which it operates; -36- increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and limitations on the post-business combination company s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to its competitors who have less debt. For more information also see "Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks," "Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs," "Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us," or "Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account." Redemption of public shares and distribution and liquidation if no initial business combination Our amended and restated memorandum and articles of association will provide that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. -37- Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement shares included in private placement units they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to (i) the rights of holders of our Class A ordinary shares or (ii) pre-initial business combination activity; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares in connection with the implementation of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, divided by the number of the then-outstanding public shares, subject to the limitations described above adjacent to the caption "Limitations on redemptions." For example and as described above adjacent to "Ability to extend time to complete business combination," our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. In the event we seek to extend during which we may complete our initial business combination, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above following shareholder approval and upon implementation by the directors of such amendment. This redemption right shall apply in the event of the implementation of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor may lose its entire investment in our founder shares and our private placement units. -38- Payments to insiders Prior to or in connection with our initial business combination, we expect to make certain payments and reimbursements, or pay certain fees, to our sponsor, officers or directors, or our or their affiliates, including but not limited to the following: repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; payment for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and repayment of loans which may be made by our sponsor, affiliates of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The private placement units issued upon conversion of any such loans would be identical to the private placement units sold in a private placement concurrently with this offering. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans; and payment for capital markets advisory services provided to us by Gamma Securities LLC, an affiliate of Gamma International Bank, Inc., in the amount of $350,000 (or $402,500 if the underwriter s over-allotment option is exercised in full). Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account, funds received from permitted withdrawals or from loans made to us by our sponsor, affiliates of our sponsor or our officers and directors or (ii) in connection with or after the consummation of our initial business combination. In addition, we have agreed, pursuant to the administrative services and indemnification agreement with our sponsor relating to the monthly payment for services outlined therein, that we will indemnify our sponsor and its affiliates from any liability arising with respect to their activities in connection with our affairs, including, but not limited to, any claims, made by us or a third party, (i) arising out of or relating to this offering or our operations or conduct of our business, (ii) in respect of any investment opportunities sourced by the sponsor and its affiliates, and/or (iii) against our sponsor alleging any expressed or implied management or endorsement by our sponsor of any of our activities or any express or implied association between our sponsor, on the one hand, and us or any of our other affiliates, on the other hand, which agreement will provide that the indemnified parties cannot access the funds held in our trust account. Audit committee We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled "Management—Committees of the Board of Directors—Audit Committee." -39- \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/PRMB_primo_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/PRMB_primo_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/PRMB_primo_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/QRED_quasaredge_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/QRED_quasaredge_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/QRED_quasaredge_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SARO_standardae_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SARO_standardae_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..2dfd9a983891522e2ad5c30c6facd0a755c4f1ad --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SARO_standardae_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SBMW_security_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SBMW_security_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..d216b7b2ea8b1016df462555b56e073dd6321f55 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SBMW_security_prospectus_summary.txt @@ -0,0 +1 @@ +S-1/A 1 d527687ds1a.htm S-1/A S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. 333-282067 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 4 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SECURITY MIDWEST BANCORP, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 6036 99-4917712 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 510 E. Monroe Springfield, Illinois 62701 (217) 789-3500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant s Principal Executive Offices) Stephan P. Antonacci President and Chief Executive Officer Security Midwest Bancorp, Inc. 510 E. Monroe Springfield, Illinois 62701 (217) 789-3500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Kip Weissman, Esq. Ned Quint, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2007 Ross Bevan, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, DC 20007 (202) 295-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CONTENTS Page SUMMARY 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SCND_scientific_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SCND_scientific_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..7eef0b6c0b7fe019a8a00362efb7149b46f78110 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SCND_scientific_prospectus_summary.txt @@ -0,0 +1,57 @@ +PROSPECTUS SUMMARY + + This summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus. It does not contain all the information you should consider before investing in our securities. Important information is incorporated by reference into this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including Risk Factors , together with the additional information described under Documents Incorporated By Reference . + + Overview + + Incorporated in 1954, Scientific Industries, Inc., a Delaware corporation (which along with its subsidiaries, the Company ) is engaged in the design, manufacture, and marketing of standard benchtop laboratory equipment ( Benchtop Laboratory Equipment ), and through our wholly-owned subsidiary, Scientific Bioprocessing Holdings, Inc. ( SBHI ), the design, manufacture, and marketing of bioprocessing systems and products ( Bioprocessing Systems ). SBHI has two wholly-owned subsidiaries Scientific Bioprocessing, Inc., a Delaware corporation ( SBI ) and aquila biolabs GmbH, a German corporation ( Aquila ). The Company s products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research. + + Operating Segments. + + The Company views its operations as two segments: the manufacture and marketing of standard Benchtop Laboratory Equipment which includes various types of equipment used for research and sample preparation in university, pharmacy and industrial laboratories sold primarily through laboratory equipment distributors and online, and weight and measurement products including pill counters and digital scales and the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics, sold primarily on a direct basis through the Company s internal sales force. + + Our Products. + + Benchtop Laboratory Equipment. The Company s Benchtop Laboratory Equipment products consist of mixers and shakers, rotators/rockers, refrigerated and shaking incubators, and magnetic stirrers sold through the Genie division, and pharmacy and laboratory balances and scales, force gauges, automated pill counters and moisture analyzers sold through the Torbal division. Sales of the Company s principal product, the Vortex-Genie 2 Mixer, excluding accessories, represented approximately 34% for the quarter ended March 31, 2025, and 33% and 32% of the Company s total net revenues for the years ended December 31, 2024 and 2023, respectively. + + + 4 + + + Table of Contents + + The Company s vortex mixer is used to mix the contents of test tubes, beakers, and other various containers by placing such containers on a rotating cup or other attachments which cause the contents to be mixed at varying speeds. The Company s additional mixers and shakers include a high-speed touch mixer, a mixer with an integral timer, a cell disruptor, a bead beater, microplate mixers, programmable vortex mixers, two large capacity multi-vessel vortex mixers and a line of various orbital shakers. + + The Company also offers various benchtop multi-purpose rotators and rockers, designed to rotate and rock a wide variety of containers, and a refrigerated incubator and incubated shakers, which are multi-functional benchtop environmental chambers designed to perform various shaking and stirring functions under controlled environmental conditions. + + The Company s line of magnetic stirrers includes a high/low programmable magnetic stirrer, a four-place high/low programmable magnetic stirrer, a large volume magnetic stirrer, and a four-place general purpose stirrer. + + The Company s Torbal division line of products includes pharmacy, laboratory, and industrial digital scales, moisture analyzers, mechanical and VIVID automated pill counters, force gauges and test stands. + + Bioprocessing Systems. SBHI, through its two wholly-owned subsidiaries, SBI and Aquila, is engaged in the design, development, manufacture and marketing of bioprocessing products, principally products incorporating smart sensors and state of the art software analytics. Products include the Cell Growth Quantifier ( CGQ ) for biomass monitoring in shake flasks, the Liquid Injection System ( LIS ) for automated feeding in shake flasks, and a line of coaster systems and flow-through cells for pH and DO monitoring and analytical software, and the Multi-Parameter Sensor ( MPS ) and Dissolved Oxygen sensor pills which are marketed and will be sold under the Bioprocessing Systems DOTS brand platform. + + Our Strategy. + + Our Benchtop Laboratory Equipment segment comprising the Company s legacy products plus the weighing, measurement, and pill counting products is stable and profitable, but the Company believes there are greater growth opportunities in our Bioprocessing Systems segment, as part of a large and expanding synthetic biology market sector worldwide. Our acquisition of Aquila in April 2021 was an initial step in this direction, and since then we have concentrated on expansion of the Bioprocessing Systems segment and development of new products and technologies and taking steps towards establishing a commercialization strategy of these products, with the initial product launch of our DOTS software platform in September 2022 followed by the Multi-Parameter Sensor in November 2023, which is being introduced and sold to existing and new customers. + + Private Placement + + On April 18, 2025, the Company entered into a private placement transaction with the selling stockholders pursuant to which the selling stockholders acquired shares of Common Stock and warrants to purchase additional shares of Common Stock, which shares of Common Stock (including those issuable upon the exercise of warrants) are being registered hereunder. See Description of Private Placement. + + Implications of Being a Smaller Reporting Company + + We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain scaled disclosure available to smaller reporting companies. + + Risks Associated with Our Business + + Our business is subject to numerous risks, as more fully described in the section titled Risk Factors immediately following this prospectus summary. You should read these risks before you invest in our Common Stock. + + Corporate Information + + We were incorporated in Delaware on July 2, 1954. Our principal executive offices are located at 80 Orville Drive, Suite 102, Bohemia, New York 11716, and our telephone number is (631) 567-4700. Our website address is www.scientificindustries.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase our Common Stock. + + + 5 + + + Table of Contents \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SCNI_scinai_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SCNI_scinai_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SCNI_scinai_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SCNX_scienture_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SCNX_scienture_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..84ee4ff8ee3ae113bfa8fefb5b39452dfcb9c0f9 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SCNX_scienture_prospectus_summary.txt @@ -0,0 +1,560 @@ +PROSPECTUS +SUMMARY + + + +This +summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain all the +information that you should consider in making your investment decision. Before investing in our common stock, you should read the entire +prospectus carefully, including the risks of investing in our securities discussed under the heading "Risk Factors" contained +in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. Prospective +purchasers of our securities should also carefully read the information incorporated by reference into this prospectus, including our +financial statements, and the exhibits to the registration statement of which this prospectus is a part. + + + +Company +Overview + + + +On +July 25, 2024, we acquired a wholly-owned subsidiary, Scienture, LLC (f/k/a Scienture, Inc.) ("Scienture LLC"), which is +a specialty pharmaceutical company focused on developing and commercializing products for the treatment of central nervous system and +cardiovascular diseases. Scienture LLC is developing a broad range of novel product candidates including new potential treatments for +hypertension, migraine, pain and thrombosis and other related disorders. The intellectual property application process was initiated +in November 2019 and the product development activities commenced in January 2020. Scienture LLC s assets in development are across +therapeutics areas and indications and cater to different market segments. Scienture LLC s mission is to identify, develop and +bring to market innovative technology-based products to address unmet medical needs. Its targeted portfolio consists of short term and +long-term opportunities with efficient development, regulatory, and go to market strategies. + + + +After +our acquisition of Scienture LLC, we exist as a holding company owning all equity interests of Softell Inc. (f/k/a Trxade Inc.) ("Softell"), +Integra Pharma Solutions, LLC d.b.a. Trxade Prime ("IPS"), Bonum Health, LLC, Bonum Health Inc., and Scienture LLC. + + + +On +September 20, 2024, we changed the legal name of the Company from "TRxADE HEALTH, Inc." to "Scienture Holdings, Inc." + + + +On +October 4, 2024, the Company and Softell Inc. (f/k/a Trxade, Inc.) ("Softell") entered into an Assignment and Assumption +of Membership Interests (the "IPS Assignment Agreement"), pursuant to which the Company transferred, and Softell accepted, +100% of the membership interests of IPS. As a result, IPS is now a wholly-owned subsidiary of Softell. During the year ended December +31, 2023 and a portion of the quarter ended March 31, 2024, Softell, operated a web-based market platform that enabled commerce among +healthcare buyers and sellers of pharmaceuticals, accessories and services. Softell s current primary operations are conducted +through IPS, a licensed pharmaceutical wholesaler and sells brand, generic and non-drug products to customers. IPS customers include +all healthcare markets including government organizations, hospitals, clinics and independent pharmacies nationwide. + + + +Bonum +Health, LLC was formed to hold certain telehealth assets acquired in October 2019. The "Bonum Health Hub" was launched in +February 2020; however, the Company does not anticipate installations moving forward. + + + +The +Company is in the process of determining a divestment and winddown plan for Softell and IPS. On January 25, 2025, the Company s +Board of Directors approved the preparation of a divestment and winddown plan for the winddown of each of Softell, IPS, Bonum Health, +Inc., and Bonum Health, LLC. + + + +Scienture +LLC is a New York based branded, specialty pharmaceutical research company which is engaged in the research and development of branded +pharmaceutical products. The intellectual property application process was initiated in November 2019 and the product development activities +commenced in January 2020. Scienture LLC also plans to foray into commercialization of innovative and branded pharmaceutical products +in the US market. Scienture LLC s assets in development are across therapeutics areas and indications and cater to different market +segments. Scienture LLC s mission is to identify, develop and bring to market innovative technology-based products to address unmet +medical needs. Its targeted portfolio consists of short term and long-term opportunities with efficient development, regulatory, and +go to market strategies. + + + + 4 + + + + + + + +Corporate +Information + + + +Our +principal business address is 6308 Benjamin Rd, Suite 708, Tampa, Florida 33634 and our telephone number is (800) 261-0281. We maintain +our corporate website at https://scienture.com. The reference to our website is intended to be an inactive textual reference only. +Information on our website does not constitute a part of, nor is it incorporated in any way, into this prospectus and should not be relied +upon in connection with making an investment decision. Our common stock is listed on Nasdaq under the symbol "SCNX". + + + +Status +as a Public Company + + + +We +are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage +of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We +will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares of common stock +held by non-affiliates exceeds $250 million as of the last business day of that year s second fiscal quarter, or (2) our annual +revenues exceeded $100 million during such completed fiscal year and the market value of our shares of common stock held by non-affiliates +equals or exceeds $700 million as of the last business day of that year s second fiscal quarter. + + + +The +Arena Transactions + + + +Debentures + + + +On +November 22, 2024, the Company entered into the Securities Purchase Agreement with the Selling Stockholders. Under the Securities Purchase +Agreement, the Company will, among other things, issue 10% original issue discount secured convertible debentures ("Debentures") +in a principal amount of up to $12,222,222 million, divided into up to three separate tranches that are each subject to certain closing +conditions. The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) +of the Company s shares of common stock during the five trading day period ending on the trading day immediately prior to delivery +or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading +price of the Company s common stock. + + + +The +closing of the first tranche was consummated on November 25, 2024 (the "First Closing") and the Company issued to the Arena +Investors Debentures in an aggregate principal amount of $3,333,333 (the "First Closing Debentures"). The First Closing Debentures +were sold to the Arena Investors for a purchase price of $3,000,000, representing an original issue discount of ten percent (10%). + + + +The +First Closing Debentures contain customary events of default. If an event of default occurs, until it is cured, the holder may increase +the interest rate applicable to the First Closing Debentures to two percent (2%) per annum and accelerate the full indebtedness under +the First Closing Debentures, in an amount equal to 125% of the outstanding principal amount and accrued and unpaid interest. Subject +to limited exceptions set forth in the First Closing Debentures, the First Closing Debentures prohibit the Company and, as applicable, +its subsidiaries from incurring any new indebtedness that is not subordinated to the Arena Investors and, as applicable, any subsidiary s +obligations in respect of the First Closing Debentures until the First Closing Debentures are paid in full. + + + +The +Company also agreed, pursuant to a Registration Rights Agreement, dated November 25, 2024 (the "Registration Rights Agreement"), +with the Arena Investors to file with the SEC an initial registration statement within 45 days to register the maximum number of Registrable +Securities (as defined in the Registration Rights Agreement) in accordance with applicable SEC rules. + + + +Under +the Securities Purchase Agreement, a closing of a second tranche of secured convertible debentures (the "Second Closing Debentures") +may occur subject to the mutual written agreement of the Selling Stockholders and us and satisfaction of the closing conditions set forth +in the Securities Purchase Agreement on the thirtieth (30th) day following the First Registration Effectiveness Date (as defined in the +Securities Purchase Agreement) (or if such day is not a trading day, on the next succeeding trading day) in the event that, unless waived +by the Selling Stockholders and the Company: (y) the median daily turnover of our Common Stock on its principal trading market for the +twenty (20) consecutive trading day period ended as of the last trading day immediately preceding the date of the proposed second closing +must be greater than $100,000 and (z) the trading price of the Common Stock is not less than $2.43. The Second Closing Debentures would +be sold to the Selling Stockholders for a purchase price of $4,000,000, representing an original issue discount of ten percent (10%). +In connection with the closing of the second tranche, we will enter into a registration rights agreement pursuant to which we will agree +to register the maximum number of shares of our common stock issuable under the Second Closing Debentures as shall be permitted with +terms substantially similar as the terms provided in the Registration Rights Agreement. We also have agreed to reimburse the Selling +Stockholders for their legal fees and expenses related to such second closing. + + + + 5 + + + + + + + +Under +the Securities Purchase Agreement, a closing of a third tranche of secured convertible debentures (the "Third Closing Debentures") +may occur subject to the mutual written agreement of the Selling Stockholders and us and satisfaction of the closing conditions set forth +in the Securities Purchase Agreement on the thirtieth (30th) day following the Second Registration Effectiveness Date (as defined in +the Securities Purchase Agreement) (or if such day is not a trading day, on the next succeeding trading day) in the event that, unless +waived by the Selling Stockholders and the Company: (y) the median daily turnover of our Common Stock on its principal trading market +for the twenty (20) consecutive trading day period ended as of the last trading day immediately preceding the date of the proposed third +closing must be greater than $100,000 and (z) the trading price of the Common Stock is not less than $2.43. The Second Closing Debentures +would be sold to the Selling Stockholders for a purchase price of $4,000,000, representing an original issue discount of ten percent +(10%). In connection with the closing of the third tranche, we will enter into a registration rights agreement pursuant to which we will +agree to register the maximum number of shares of our common stock issuable under the Third Closing Debentures as shall be permitted +with terms substantially similar as the terms provided in the Registration Rights Agreement. We also have agreed to reimburse the Selling +Stockholders for their legal fees and expenses related to such third closing. + + + +The +Company agreed, pursuant to a Security Agreement, dated November 25, 2024 (the "Security Agreement"), to grant the Arena +Investors a security interest in all of its assets to secure the prompt payment, performance, and discharge in full of all of the Company s +obligations under the Debentures. In addition, the Company s wholly-owned subsidiary, Scienture LLC, entered into a Guarantee Agreement, +dated November 25, 2024 (the "Guarantee"), with the Arena Investors, pursuant to which it agreed to guarantee the prompt +payment, performance, and discharge in full of all of the Company s obligations under the Debentures. + + + +The +Securities Purchase Agreement, Debentures, Security Agreement, Guaranty Agreement, and Registration Rights Agreement contain customary +representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations +of the parties. Among other things, the Arena Investors represented to the Company, that they are each an "accredited investor" +(as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities +in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. + + + +Equity +Line of Credit ("ELOC") + + + +On +November 25, 2024, we entered into the a purchase agreement with Arena Global (the "ELOC Purchase Agreement"), pursuant to +which we have the right, but not the obligation, to direct Arena Global to purchase up to $50,000,000 in shares of our common stock (the +"ELOC Shares") upon satisfaction of certain terms and conditions contained in the ELOC Purchase Agreement, which includes, +but is not limited to, filing a registration statement with the SEC and registering the resale of any shares sold to Arena Global. The +term of the ELOC Purchase Agreement began on the date of execution and ends on the earlier of (i) December 1, 2027, (ii) the date on +which Arena Global shall have purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination +delivered pursuant to the terms of the ELOC Purchase Agreement (the "Commitment Period"). + + + +During +the Commitment Period, the Company may direct Arena Global to purchase ELOC Shares by delivering a notice (an "Advance Notice") +to Arena Global. The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Advance +Notice. However, such amount may not exceed the Maximum Advance Amount, which is calculated as follows: + + + + + + (a) + if + the Advance Notice is received by 8:30 a.m. Eastern Time, the lower of: (i) an amount equal to eighty percent (80%) of the average + of the Daily Value Traded (as defined in the ELOC Purchase Agreement) of our common stock on the ten (10) trading days immediately + preceding an Advance Notice, or (ii) $20,000,000; + + + + + + + (b) + if + the Advance Notice is received after 8:30 a.m. Eastern Time but prior to 10:30 a.m. Eastern Time, the lower of: (i) an amount equal + to forty percent (40%) of the average of the Daily Value Traded of our common stock on the ten (10) trading days immediately preceding + an Advance Notice, or (ii) $10,000,000; + + + + + 6 + + + + + + + + + + (c) + if + the Advance Notice is received after 10:30 a.m. Eastern Time, but prior to 12:30 p.m. Eastern Time, the lower of: (i) an amount equal + to twenty percent (20%) of the average of the Daily Value Traded of our common stock on the ten (10) trading days immediately preceding + an Advance Notice, or (ii) $5,000,000; and + + + + + + + + + (d) + if + the Advance Notice is received after 12:30 p.m. Eastern Time but prior to 2:30 p.m. Eastern Time, the lower of: (i) an amount equal + to ten percent (10%) of the average of the Daily Value Traded of our common stock on the ten (10) trading days immediately preceding + an Advance Notice, or (ii) $2,500,000. + + + + +The +purchase price to be paid by Arena Global for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined in the ELOC Purchase +Agreement) of the Company s common stock during the trading day commencing on the date of the Advance Notice, subject to adjustment +pursuant to the terms of the ELOC Purchase Agreement. + + + +At +any given time of any sale by us to Arena Global, we may not sell, and Arena Global may not purchase, ELOC Shares that would result in +Arena Global owning more than 9.99% of our outstanding common stock upon such issuance (the "Beneficial Ownership Limitation"). +Additionally, the Company must obtain shareholder approval to issue an aggregate number of shares of common stock to Arena Global, under +the ELOC Purchase Agreement, in excess of 19.99% of the number of shares of common stock outstanding immediately prior to the execution +of the ELOC Purchase Agreement prior to delivering any Advance Notices. For purposes of the foregoing, and the Beneficial Ownership Limitation, +any additional shares issued pursuant to the terms of the Securities Purchase Agreement described below will be aggregated with the ELOC +Shares, ELOC Commitment Fee Shares, and SPA Commitment Fee Shares. + + + +In +consideration for Arena Global s execution and delivery of the ELOC Purchase Agreement, we agreed to issue to Arena Global, as +a commitment fee: (i) 70,000 Initial Commitment Fee Shares and (ii) in two separate tranches, a number of Additional Commitment Fee Shares +equal to (a) with respect to the first tranche, 500,000 divided by the simple average of the daily VWAP of our common stock during the +five (5) trading days immediately preceding the effectiveness (the "Effectiveness Date") of the initial registration statement +on which the ELOC Commitment Fee Shares are registered (the "First Trance Price") and (b) with respect to the second tranche, +500,000 divided by the simple average of the daily VWAP of our common stock during the five (5) trading days immediately preceding the +two (2) month anniversary (the "Anniversary") of the Effectiveness Date (the "Second Tranche Price"). The Additional +Commitment Fee Shares shall be subject to a true-up after each issuance pursuant to the terms of the ELOC Purchase Agreement. We are +registering up to 320,000 ELOC Commitment Fee Shares hereunder. + + + +Under +the ELOC Purchase Agreement we also agreed to, no later than ten (10) business days following the execution date, file with the SEC a +registration statement for the resale by Arena Global of the ELOC Shares and the ELOC Commitment Fee Shares, and to file one or more +additional registration statements if necessary. This registration statement on Form S-1 ("Registration Statement") is being +filed in order to satisfy our obligations under the ELOC Purchase Agreement related to registering for resale the ELOC Shares and the +ELOC Commitment Fee Shares. + + + +The +ELOC Purchase Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, +indemnification rights and obligations of the parties. Among other things, Arena Global represented to us, that it is an "accredited +investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). We will sell the securities in reliance +upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. + + + + 7 + + + + + + + +RISK +FACTORS + + + +Investing +in our securities involves a high degree of risk. Please see the risk factors under the heading "Risk Factors" in our Annual +Report on Form 10-K for the year ended December 31, 2024, on file with the SEC, and those risk factors identified in reports subsequently +filed with the SEC, including our Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus. Before you +invest in our securities, you should carefully consider these risks as well as other information we include or incorporate by reference +into this prospectus. All of these risk factors are incorporated herein in their entirety. The risks and uncertainties we have described +are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial +may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment +in the offered securities. Certain statements in this section, or which are incorporated by reference in this section, are forward-looking +statements. For more information, see "Cautionary Note Regarding Forward-Looking Statements" and "Where You Can Find +More Information." + + + +Risks +Related to this Offering and Our Common Stock + + + +It +is not possible to predict the actual number of shares we will issue upon conversion of the First Closing Debentures. + + + +The +conversion price of the First Closing Debentures is based on the lowest daily volume weighted average price of our Common Stock during +a specified period of time and is also subject to adjustment for certain security issuances by us deemed to be below the conversion price, +all subject to a floor price of $1.62 per share. Accordingly, the number of shares of Common Stock issuable upon conversion of the First +Closing Debentures cannot be determined at this time and may change over time. + + + +Investors +who buy shares at different times will likely pay different prices. + + + +Investors +who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution +and different outcomes in their investment results. The Selling Stockholders may sell such shares at different times and at different +prices. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholders in this offering as +a result of sales made by us in future transactions to the Selling Stockholders at prices lower than the prices they paid. + + + + 8 + + + + + + + +The +issuance of common stock to the Selling Stockholders may cause substantial dilution to our existing stockholders and the sale of such +shares acquired by the Selling Stockholders could cause the price of our common stock to decline. + + + +The +number of shares of our Common Stock ultimately offered for resale by the Selling Stockholders under this prospectus is dependent upon +the number of shares converted under the First Closing Debentures, and the number of First Closing Warrant Shares issued. Depending on +a variety of factors, including market liquidity of our Common Stock, the issuance of shares to Selling Stockholders may cause the trading +price of our Common Stock to decline. + + + +We +are registering for resale by the Selling Stockholders up to 2,572,016 shares of common stock issuable upon the conversion of the First +Closing Debentures that we issued to the Selling Stockholders pursuant to the Securities Purchase Agreement. The number of shares of +our common stock ultimately offered for resale by the Selling Stockholders under this prospectus is dependent upon the number of shares +of common stock converted under the First Closing Debentures. Depending on a variety of factors, including market liquidity of our common +stock, the issuance of shares to the Selling Stockholders may cause the trading price of our common stock to decline. + + + +We +may not be able to comply with Nasdaq s continued listing standards. + + + +There +is no guarantee that we will be able to maintain our listing on Nasdaq for any period of time by perpetually satisfying Nasdaq s +continued listing requirements. Our failure to continue to meet these requirements may result in our securities being delisted from Nasdaq. +At times, including during our 2023 and 2024 fiscal years, we have received deficiency notices from Nasdaq regarding our inability to +comply with various of the continued listing rules (including stockholders equity requirements, publicly held share requirements, +and timely filing requirements). For example, the Company received a written notice from the Listing Qualifications department of Nasdaq +on January 3, 2025, indicating that the Company (i) was not in compliance with Nasdaq Listing Rule 5620(a), due to the Company not holding +an annual meeting of stockholders in 2024 within one year of the Company s 2023 fiscal year end and (ii) had until February 18, +2025, to submit a plan to regain compliance. We have taken steps to attempt to regain compliance with Nasdaq Listing Rule 5620(a), including +by scheduling a 2024 annual meeting of stockholders for March 10, 2025, and filing a proxy statement for such meeting with the SEC on +January 27, 2025, as amended on February 18, 2025.We timely submitted a plan to Nasdaq proposing to regain compliance by holding the +2024 annual meeting of stockholders on March 10, 2025. On February 24, 2025, Nasdaq notified us that it accepted our plan and determined +to grant us an extension to regain compliance with Nasdaq Listing Rule 5620(a) until March 10, 2025, the date that we held the 2024 annual +meeting of stockholders. On March 14, 2025, Nasdaq notified us that the Company is in compliance with Nasdaq Listing Rule 5620 and +that the matter is closed. + + + +Despite the +Company regaining compliance with Nasdaq Listing Rule 5620, there can be no assurance that the Company will be able to +maintain compliance with other Nasdaq listing criteria. If our common stock were to be delisted from Nasdaq, it would likely reduce the +liquidity of our common stock, and, among other things, may decrease the attractiveness of our common stock to the investment community, +and make it more difficult for us to issue equity securities for capital raising purposes or for acquisitions. + + + + 9 + + + + + + + +USE +OF PROCEEDS + + + +The +Selling Stockholders will receive all of the proceeds of the sale of shares of common stock offered from time to time pursuant to this +prospectus. Accordingly, we will not receive any proceeds from the sale of shares of common stock that may be sold from time to time +pursuant to this prospectus. + + + +We +may receive up to an additional $9,000,000 in aggregate gross proceeds under the Securities Purchase Agreement in connection with future +sales of secured convertible debentures to the Selling Stockholders from time to time after the date of this prospectus. We intend to +use the proceeds from such future sales for cash for general corporate and working capital purposes. Our management will have broad discretion +over the use of proceeds from the sale of our shares of common stock under the Securities Purchase Agreement. + + + +Our +expected use of net proceeds from the sale of our shares of common stock under the Securities Purchase Agreement represents our current +intentions based upon our present plans and business condition. We reserve the right to change the foregoing use of proceeds, should +our management believe it to be in the best interest of our company. + + + +As +of the date of this prospectus, we cannot currently allocate specific percentages of the net proceeds that we may use for the purposes +specified above, and we cannot predict with certainty all of the particular uses for the net proceeds to be received pursuant to the +Securities Purchase Agreement, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our +actual expenditures will depend upon numerous factors, including our sales and marketing efforts, demand for our products, our operating +costs and the other factors described under and incorporated by reference in "Risk Factors" in this prospectus. Accordingly, +our management will have flexibility in applying the net proceeds from the sale of our shares of common stock under the Securities Purchase +Agreement. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions +on how to use the proceeds. In the event we do not obtain the entire amount pursuant to the Securities Purchase Agreement, we may attempt +to obtain additional funds through other offerings of our securities or by borrowing funds. + + + +SELLING +STOCKHOLDERS + + + +The +Selling Stockholders listed in the table below may from time to time offer and sell any or all of the shares set forth below pursuant +to this prospectus. When we refer to the Selling Stockholders in this prospectus, we refer to each entity listed in the table below, +and the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Stockholders +interest in the shares after the date of this prospectus. + + + +The +following table sets forth certain information provided by or on behalf of the Selling Stockholders concerning the shares that may be +offered from time to time by the Selling Stockholders pursuant to this prospectus. The Selling Stockholders identified below may have +sold, transferred or otherwise disposed of all or a portion of their shares or other Company securities after the date on which they +provided us with information regarding such securities. Moreover, the shares identified below include only the shares being registered +for resale and may not incorporate all shares of common stock or other securities of the Company deemed to be beneficially held by the +Selling Stockholders. Any changed or new information given to us by the Selling Stockholders, including regarding the identity of, and +the securities held by, the Selling Stockholders, will be set forth in a prospectus supplement or amendments to the registration statement +of which this prospectus is a part, if and when necessary. The Selling Stockholders may sell all, some or none of the shares in this +offering. See "Plan of Distribution." + + + +Other +than as described below or elsewhere in this prospectus, the Selling Stockholders do not have any material relationship with us or any +of our predecessors or affiliates. + + + + 10 + + + + + + + +The +number of shares of common stock beneficially owned by each Selling Stockholder is determined under rules promulgated by the SEC. + + + + + Name +and address of Selling Stockholder + + Number of Shares + Owned Prior to \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/SI_shoulder_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/SI_shoulder_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..cb71a26d21cbecce563eb4d8881e5988add87fd6 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/SI_shoulder_prospectus_summary.txt @@ -0,0 +1 @@ +PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus. You should carefully consider, among other things, the sections titled Risk Factors, Special Note Regarding Forward-Looking Statements, Business, and Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes included elsewhere in this prospectus. Overview We are a commercial-stage medical technology company exclusively focused on transforming the shoulder surgical care market. We currently offer advanced implant systems for shoulder arthroplasty. These systems are a core element of our ecosystem, which we designed to improve core components of shoulder surgical care preoperative planning, implant design and procedural efficiency to benefit each stakeholder in the care chain. Our ecosystem is also comprised of enabling technologies, efficient instrument systems, specialized support and surgeon-to-surgeon collaboration. Together, these elements seek to address the long-standing clinical and operational challenges in the shoulder surgical care market by delivering predictable outcomes, procedural simplicity, and efficiency across all sites of care. We believe our exclusive focus on shoulder surgical care, combined with a highly specialized commercial organization and strong clinical data, positions us well to capture significant share in this large, growing market. Shoulder pain is highly prevalent, often chronic, and can significantly reduce quality of life. The primary conditions that can result in shoulder pain and reduced functionality include osteoarthritis, rheumatoid arthritis, rotator cuff tears and shoulder fractures. Shoulder conditions are widespread, often debilitating, are commonly experienced concurrently as interrelated musculoskeletal disorders, and are estimated to result in more than eight million physician visits annually in the United States, based on data from the National Ambulatory Medical Care Survey 2015-2016 conducted by the National Center for Health Statistics of the Centers for Disease Control and Prevention ( CDC ). Despite this prevalence, we believe there has been a historical underutilization of surgical treatments for shoulder care due to several factors including patient hesitation to pursue surgical intervention, insufficient technology to appropriately treat shoulder conditions, complex shoulder anatomy, perceived difficulty of surgical intervention and barriers to patient access of care. We believe the shoulder surgical care market today presents a significant market opportunity. Our initial focus within this broader market is on shoulder arthroplasty. Shoulder arthroplasty is an established surgical procedure involving the reconstruction of the shoulder joint with prosthetic implants through one of two main approaches anatomic total shoulder arthroplasty ( aTSA ) and reverse total shoulder arthroplasty ( rTSA ). Both approaches can be performed in inpatient hospital settings and in outpatient settings, including ambulatory surgery centers ( ASCs ). A key competitive advantage of ours has been the emergence of ASCs as a cost-efficient site of care with positive outcomes relative to hospital-based care. We expect that future growth in the shoulder surgical care market will be significantly driven by ASCs as hospitals face capacity constraints and are more limited in their ability to meet increasing demand. We believe traditional implants used in shoulder arthroplasty procedures are hindered by several limitations, including poor biomechanical fit, suboptimal kinematics, difficult replacement and conversion procedures (aTSA to rTSA or stemless to stem), imprecise implant positioning due to limited surgical planning, inefficient and burdensome workflow designs and non-specialized case support. These limitations can result in continued pain, lack of mobility, postoperative complications, low rates of implant survivorship, necessity of revision surgeries and costly and inefficient procedures for healthcare providers. We developed our ecosystem with an approach to innovation that prioritizes ease of use, flexibility, predictability of outcomes and site of care efficiency, attributes we believe are critical to win in our market. This ecosystem is comprised of our advanced implant systems, ProVoyance preoperative planning technology, efficient instrument system, specialized support and surgeon-to-surgeon collaboration. Our advanced implants are comprised of our aTSA and rTSA systems, which are designed to address the unique needs of patients and surgeons, and Table of Contents include various, specifically designed components capable of a wide array of system configurations to facilitate different modes of operation (anatomic or reverse). Our InSet Glenoid technology serves as the foundation for our advanced implant systems and includes a novel InSet design that aims to reduce mechanical stress at the bone implant interface, improve fixation mechanics, enhance stability and reduce micromotion. Our implant systems leverage consistent surgical techniques and the same efficient, two tray instrumentation system. In addition to our advanced implant systems, we offer a leading preoperative surgical planning technology ProVoyance. We believe that surgeon-level engagement in preoperative planning provides for better care for patients, and that bespoke surgical plans can help facilitate consistent positioning of implants. ProVoyance integrates artificial intelligence ( AI ) and machine learning ( ML ) to transform planar CT imaging into 3D renderings of patient-specific anatomy ahead of surgery, and is cleared by the U.S. Food and Drug Administration (the FDA ) for preoperative shoulder planning. ProVoyance received 510(k) clearance in 2021 and is classified by the FDA as a Class II device. ProVoyance is listed on the FDA s AI ML-enabled medical devices list, which is a resource maintained, published, and periodically updated by the FDA to identify AI ML-enabled devices that have been authorized for marketing in the United States through any of the standard paths to market for medical devices, although it is not intended to be a comprehensive list of all such devices that incorporate AI ML. We believe the differentiation and value proposition of ProVoyance is validated by high utilization rates across procedures using our advanced implant systems. For example, for the three months ended June 30, 2025, we estimate an implied utilization rate for our ProVoyance technology of approximately 98%, based on 1,478 surgical plans created using ProVoyance technology and 1,503 implant systems sold during such period. This implied utilization rate is based on real-world data from our customers during such period, as ProVoyance technology tracks and reports each surgical plan that our customers create, and the actual number of implant systems sold during the respective period. A key component of shoulder arthroplasty procedures are instrument trays, equipped with the specific instruments, supplies, and equipment needed for the surgery. We have developed a proprietary two-tray instrument system designed to enable interoperability between our aTSA and rTSA systems and a range of humeral stem options. We believe our efficient, two tray instrument system can enable surgeons and staff to reduce operating room footprint, procedural setup time, sterilization time and expense, and procedural complexity. To best support our surgeon customers, we have built our commercial organization around their unique needs. Our commercial organization is comprised of a dedicated commercial leadership team that drives our internal commercial efforts with an exclusive focus on shoulder care, a Customer Experience and Medical Education ( CEME ) team that enhances surgeon engagement and training and a network of independent distributors. These three key components of our commercial organization work in tandem to form a commercial flywheel that is designed to build and reinforce relationships with surgeons and other stakeholders in the shoulder surgical care market, accelerate adoption, and enhance long-term retention. We leverage our team s decades of experience developing and launching novel shoulder surgical care technologies to identify the unmet needs of patients and surgeons and develop solutions to address those unmet needs. With respect to our advanced implant systems, we commenced development efforts with our InSet Glenoid in 2009 and received 510(k) clearance in 2011. We commercially launched an initial aTSA system with our InSet Glenoid in 2016. Since this initial launch in 2016, we have successfully launched a wide range of new technologies to enhance our ecosystem and provide surgeons with the tools and support needed to deliver quality outcomes for patients requiring shoulder surgical care. For example, we commenced development efforts for our InSet PLUS Augmented Glenoid in 2019 and received 510(k) clearance in 2020. We commenced development efforts for our rTSA system in 2019 and received 510(k) clearance in 2021. We commenced development efforts for our short stem, stemless and I-Series humeral stem system options for our aTSA and rTSA systems in 2017, 2019 and 2021, respectively, and received our primary 510(k) clearances in 2018 and 2022, with an additional 510(k) clearance in 2024 for use of our primary I-Series humeral stem for use with anatomic fractures. Each of these devices is classified by the FDA as a Class II device. We have a robust pipeline of new technologies in various stages of development and evaluation, including the anticipated expansion of our humeral stem line, indication expansions into fracture and revision, and implants tailored for metal-sensitive patients. For example, we commenced development of InSet 70, InSet 135 and InSet 185 stems to expand our I-Series humeral stem line in 2024, and we anticipate pursuing FDA clearance of these stems, as needed, over the next twelve months. We are also evaluating Table of Contents expansion into adjacent areas in shoulder surgical care, which may include sports medicine and shoulder trauma markets. We have contributed to numerous publications that we believe evidence and strengthen our position as a leader in shoulder surgical care. There is a significant body of clinical evidence that supports the safety, efficacy, and durability of our implants in shoulder arthroplasty, including our InSet Glenoid technology. For example, a retrospective long-term follow-up analysis of patients who received our InSet Glenoid was published in the Journal of Shoulder and Elbow Surgery in 2019, which demonstrated a 72-point improvement in the mean American Shoulder and Elbow Surgeons ( ASES ) outcome score, statistically significant improvements in pain scores and range of motion, with no surgical complications, no cases of glenoid loosening and no revision surgeries performed at a mean follow-up time of 8.7 years. We are committed to continued investment in obtaining further clinical evidence with the support of surgeons who are recognized as thought leaders in shoulder surgical care. We believe these efforts will continue to generate a substantial body of clinical evidence that will drive increased awareness and adoption of our products. We have experienced significant growth in recent years, primarily driven by growth in our net revenue from the sale of our advanced implant systems. We generated net revenue of $31.6 million for the year ended December 31, 2024, compared to net revenue of $19.3 million for the year ended December 31, 2023, representing 64.0% year-over-year growth. We recognized a gross margin of 77.0% and net loss of $15.6 million for the year ended December 31, 2024, compared to a gross margin of 79.2% and net loss of $12.7 million for the year ended December 31, 2023. We generated net revenue of $10.1 million for the three months ended March 31, 2025, compared to net revenue of $7.2 million for the three months ended March 31, 2024, representing an increase of 41.0%. We recognized a gross margin of 76.9% and net loss of $4.7 million for the three months ended March 31, 2025, compared to a gross margin of 76.8% and net loss of $3.6 million for the three months ended March 31, 2024. Market Overview Market Opportunity Shoulder pain is highly prevalent and can significantly impact and reduce quality of life as well as result in chronic pain. The primary conditions that can result in shoulder pain and reduced functionality include osteoarthritis, rheumatoid arthritis, shoulder fractures, and rotator cuff tears. Shoulder conditions are widespread, often debilitating, are commonly experienced concurrently as interrelated musculoskeletal disorders, and are estimated to result in more than eight million physician visits annually in the United States, based on data from the CDC. These conditions can require surgical intervention. We believe the shoulder surgical care market today presents a significant market opportunity. Our initial focus within this broader market is on shoulder arthroplasty, which represents a large, immediately addressable and rapidly growing market. We estimate that approximately 250,000 shoulder arthroplasty procedures will be performed in the United States in 2025, which we believe represents an approximately $1.7 billion market opportunity based on our average sales price. Based on data from a healthcare market research provider regarding the number of shoulder arthroplasty procedures performed, our internal estimates and analysis of such data, as well as our knowledge of our industry, we expect the number of annual procedures performed to grow by approximately 11% annually through 2029. While our current commercial focus is on the United States, we plan to pursue market access initiatives in other attractive, high-growth international markets. We believe a significant opportunity exists outside of the United States and, based on a market research report issued by Transparency Market Research in 2025, we estimate that the total international shoulder arthroplasty market is approximately $1.0 billion in 2025. Together, we believe these markets represent a global annual shoulder arthroplasty market of approximately $2.8 billion. These market opportunities represent the total overall revenue opportunity that we believe is available for our systems if 100% market share is achieved by us, and are not a representation that we will achieve any such market share. The market share we achieve is subject to a number of assumptions, risks and uncertainties, including the adoption of our implant systems and our ability to execute on our commercial strategy. For more information, please see the section titled Risk Factors Risks Related to Our Business and Industry Our business plan relies on certain assumptions about the market for our implant systems, however, the size and expected growth of our Table of Contents addressable market has not been established with precision and may be smaller than we estimate, and even if the addressable market is as large as we have estimated, we may not be able to capture additional market share. We also plan to continue investing in our robust product pipeline to expand our capabilities in shoulder arthroplasty and serve additional, adjacent segments of the shoulder surgical care market that we do not currently address. Our near-term development efforts include a revision solution, a fracture-specific system and a line of humeral head and glenoid technologies for patients who test positively for a metal hypersensitivity. In addition to these near-term development efforts, we are also evaluating expansion into adjacent areas in shoulder surgical care, which may include sports medicine and shoulder trauma markets. Limitations of Existing Product Offerings in Shoulder Arthroplasty Despite their frequent use and wide adoption, we believe traditional implants used in shoulder arthroplasty procedures are hindered by several limitations, including poor biomechanical fit, suboptimal kinematics, difficult replacement and conversion procedures (aTSA to rTSA or stemless to stem), imprecise implant positioning due to limited surgical planning, inefficient and burdensome workflow designs and non-specialized case support. These shortcomings can impact both patients and surgeons and result in continued pain or discomfort, lack of mobility, postoperative complications, low rates of implant survivorship, necessity of revision surgeries and costly and inefficient procedures for healthcare providers. We believe traditional shoulder arthroplasty products present several limitations, including Fixation of the Glenoid Component in aTSA Poor Product Design Resulting in Suboptimal Kinematics in rTSA Difficult to Replace and Convert Imprecise Implant Positioning Due to Limited Surgical Planning Inefficient and Burdensome Surgical Workflow Design Non-Specialized Case Support These limitations can result in the following Failure to Reduce Pain and Improve Shoulder Function Frequent Post-Operative Complications Low Rates of Implant Survivorship Necessity of Revision Surgeries Costly and Inefficient for Healthcare Providers Our Solutions We developed our ecosystem with an approach to innovation that prioritizes ease of use, flexibility, predictability of outcomes and site of care efficiency, attributes we believe are critical to win in our market. Key Elements of Our Ecosystem Our ecosystem is comprised of the following key elements Advanced Implant Systems Our advanced implants include a diverse range of interchangeable InSet aTSA and rTSA systems that leverage our novel, InSet Glenoid and InSet humeral stem technologies. Table of Contents ProVoyance Preoperative Planning Technology This preoperative planning technology integrates AI and ML to transform planar CT imaging into 3D renderings, allowing surgeons to create bespoke surgical plans considering patient-specific anatomy ahead of surgery. Efficient Instrument System Our efficient instrument system supports both aTSA and rTSA procedures from start to finish with just two convenient trays. Specialized Support Our team of dedicated shoulder specialists enable us to deliver a highly tailored experience to surgeons operating in a complex and technically demanding procedure category. Surgeon-to-Surgeon Collaboration Our CEME team fosters a collaborative network of expert surgeon educators and promotes surgeon-to-surgeon training and peer education. The image below depicts the key elements of our ecosystem Key Benefits of Our Ecosystem Our ecosystem offers notable benefits that differentiate it within the shoulder surgical care market. These key benefits include Improved Fixation and Stability Our foundational InSet Glenoid technology is biomechanically designed to specifically address what we believe is the primary problem in legacy aTSA implants glenoid loosening. Restores Full Functionality We engineered our three humeral stem options to provide consistent, optimized biomechanics in both aTSA and rTSA. Exceptional Longevity Our advanced implant systems are designed for longevity. In one published study, our InSet Glenoid demonstrated no surgical complications, cases of glenoid loosening or revision surgeries at a mean follow-up time of 8.7 years in a particularly challenging patient population. Improved Implant Selection and Positioning ProVoyance preoperative planning technology empowers surgeons to create bespoke surgical plans that facilitate consistent, effective positioning of our implants. Optimized Procedural Workflow and Efficiency Our efficient instrument system supports our implant portfolio across both aTSA and rTSA. This can provide significant workflow advantages for our customers Table of Contents by minimizing the operating room footprint, reducing procedural setup time, lowering sterilization requirements and costs and reducing the risk of errors - key advantages for the ASC setting. Access to Expert Advice Our commercial organization creates deep relationships with surgeons and allows us to support their practice with specialized customer service and case support before, during and after surgery. In addition to direct support, our commercial team connects surgeons to the broader shoulder surgical community in various settings with a goal to improve connectivity across the shoulder surgical community and contribute to better patient outcomes. Our Success Factors We attribute our success to a combination of the following factors. We believe these attributes are central to our business outcomes and will be significant factors in our continued success and growth. Disruptive Ecosystem to Address Existing Limitations Within Shoulder Surgical Care Strong Clinical Results and Positive Outcomes for Patients and Surgeons Well Positioned as Shoulder Surgical Care Market Grows in Outpatient Settings Proven and Experienced Management Team Unique Commercial Organization Dedicated to the Shoulder Surgical Care Market AI-Enabled Business and Clinical Intelligence Technologies Our Growth Strategies Our goal is to leverage our purpose-built ecosystem to become the leader for shoulder surgical care. The key elements of our growth strategy include Increase Awareness of our Purpose-Built, Innovative Shoulder Surgical Care Ecosystem to Continue Taking Share Across Care Settings Expand our Commercial Flywheel of Shoulder Specialists, Surgeon-to-Surgeon Collaboration, and Network of Independent Distributors Capitalize on Our Unique Advantages to Capture Outsized ASC Growth Increase our Addressable Market Through our Commitment to Continuous Innovation and Advancing Shoulder Surgical Care Continue Building and Driving Marketing of our Technology Solutions Pursue Expansion in International Markets Recent Developments 2025 Convertible Notes On July 18, 2025, we issued convertible promissory notes to certain investors in an aggregate principal amount of $40.0 million (the 2025 Convertible Notes ). The 2025 Convertible Notes mature on September 1, 2028 and accrue interest at a rate of 5.0% per annum through June 30, 2026 and 10.0% per annum after June 30, 2026. Upon the completion of this offering, the 2025 Convertible Notes and any accrued interest will automatically convert into shares of our common stock at the applicable conversion price. The conversion price is the lower of (a) 80% of the initial public offering price per share in this offering and (b) $280.0 million divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to this offering but excluding the 2025 Convertible Notes (the Fully Diluted Capitalization ), provided, that in no event shall such conversion price be less than the quotient obtained by dividing $210.0 million by the Fully Diluted Capitalization. Based on an Table of Contents assumed initial public offering price of $20.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and without giving effect to accrued interest, the 2025 Convertible Notes will automatically convert into an aggregate of 2,500,000 shares of our common stock upon the completion of this offering. Preliminary Estimated Selected Financial Results for the Three Months and Six Months Ended June 30, 2025 Our financial results for the three months and six months ended June 30, 2025 are not yet complete and will not be available until after the completion of this offering. Accordingly, set forth below are certain preliminary estimated selected unaudited financial results for the three months and six months ended June 30, 2025 and the corresponding periods of the prior fiscal year. We have provided ranges, rather than specific amounts, for the three months and six months ended June 30, 2025, because our closing procedures for the quarter-end financial closing process are not yet complete, these results are preliminary and subject to change, and there is a possibility that our actual results may differ materially from these preliminary estimates. These ranges are based on the information available to us as of the date of this prospectus. These preliminary estimated results for the three months and six months ended June 30, 2025 are derived from our preliminary internal financial records and are subject to revisions based on our procedures and controls associated with the completion of our financial reporting, including all the customary reviews and approvals, and completion by our independent registered public accounting firm of its review of such financial statements for the quarter ended June 30, 2025. These preliminary estimated results should not be viewed as a substitute for financial statements prepared in accordance with U.S. GAAP. Our independent registered public accounting firm, Deloitte Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information and, accordingly, Deloitte Touche LLP does not express an opinion or any other form of assurance with respect thereto. It is possible that we or our independent registered public accounting firm may identify items that would require us to make adjustments to the preliminary estimates set forth below as we complete our financial statements and that our actual results may differ materially from these preliminary estimates. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of any future period and should be read together with Risk Factors, Special Note Regarding Forward-Looking Statements, Management s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and related notes included elsewhere in this prospectus. Three Months Ended June 30, Six Months Ended June 30 2025 (estimated low) 2025 (estimated high) 2024 (actual) 2025 (estimated low) 2025 (estimated high) 2024 (actual) (unaudited) (in thousands) Preliminary estimated financial results Net revenue$10,813 $11,213 $8,260 $20,945 $21,345 $15,444 Cost of goods sold2,570 2,770 1,906 4,911 5,111 3,572 Operating expenses Selling, general and administrative expenses(1) 13,445 13,945 9,171 23,947 24,447 16,875 Research and development expenses1,306 1,506 1,162 2,889 3,089 2,232 Total operating expenses14,751 15,451 10,333 26,836 27,536 19,107 Net loss(21,142)(19,142)(4,171)(25,804)(23,804)(7,772) Adjusted EBITDA(2) (20,020)(18,020)(3,194)(23,520)(21,520)(5,811) __________________ (1)Includes expected stock-based compensation expense of between $139 thousand and $239 thousand and between $266 thousand and $366 thousand for the three months ended and six months ended June 30, 2025, respectively, and stock-based compensation expense of $170 thousand and $338 thousand for the three months ended and six months ended June 30, 2024, respectively. Table of Contents (2)Adjusted EBITDA is a non-GAAP financial measure. See below for a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, net loss, for each of the periods presented above. For the three months ended June 30, 2025, we expect net revenue to be between $10.8 million and $11.2 million, compared to $8.3 million for the three months ended June 30, 2024. The expected increase in net revenue is primarily due to an increase in demand and in the number of our systems sold, as well as an increase in the number of our customers. For the six months ended June 30, 2025, we expect net revenue to be between $20.9 million and $21.3 million, compared to $15.4 million for the six months ended June 30, 2024. The expected increase in net revenue is primarily due to an increase in demand and in the number of our systems sold, as well as an increase in the number of our customers. For the three months ended June 30, 2025, we expect cost of goods sold to be between $2.6 million and $2.8 million, compared to $1.9 million for the three months ended June 30, 2024. The expected increase in cost of goods sold is primarily due to an increase in the number of our systems sold. For the six months ended June 30, 2025, we expect cost of goods sold to be between $4.9 million and $5.1 million, compared to $3.6 million for the six months ended June 30, 2024. The expected increase in cost of goods sold is primarily due to an increase in the number of our systems sold. For the three months ended June 30, 2025, we expect selling, general and administrative expenses to be between $13.4 million and $13.9 million, compared to $9.2 million for the three months ended June 30, 2024. The expected increase in selling, general and administrative expenses is primarily due to an increase in personnel related expenses as a result of increased headcount, an increase in legal costs, an increase in commissions due to higher sales of our systems and an increase in depreciation of surgical instruments. Selling, general and administrative expenses also includes $1.1 million of costs related to the proposed public offering. For the six months ended June 30, 2025, we expect selling, general and administrative expenses to be between $23.9 million and $24.4 million, compared to $16.9 million for the six months ended June 30, 2024. The expected increase in selling, general and administrative expenses is primarily due to an increase in personnel related expenses as a result of increased headcount, an increase in legal costs, an increase in commissions due to higher sales of our systems and an increase in depreciation of surgical instruments. Selling, general and administrative expenses also includes $1.2 million of costs related to the proposed public offering. For the three months ended June 30, 2025, we expect research and development expenses to be between $1.3 million and $1.5 million, compared to $1.2 million for the three months ended June 30, 2024. The expected increase in research and development expenses is primarily due to an increase in research and development expenses due to our investment in new product development efforts, including an increase in external consulting fees related to such efforts. For the six months ended June 30, 2025, we expect research and development expenses to be between $2.9 million and $3.1 million, compared to $2.2 million for the six months ended June 30, 2024. The expected increase in research and development expenses is primarily due to an increase in research and development expenses due to our investment in new product development efforts, including an increase in external consulting fees related to such efforts. For the three months ended June 30, 2025, we expect net loss to be between $19.1 million and $21.1 million, compared to $4.2 million for the three months ended June 30, 2024. The expected increase in net loss is primarily due to expected non-cash charges of between $12.2 million and $14.2 million related to changes in the fair value of our preferred stock warrant liability and Series E purchase option, as well as expected increases in operating loss and interest expense. We exercised the Series E purchase option in June 2025 in connection with the closing of the second tranche of our Series E convertible preferred stock financing. Following this offering, the warrants will be reclassified to stockholders equity and will no longer be subject to remeasurement. For the six months ended June 30, 2025, we expect net loss to be between $23.8 million and $25.8 million, compared to $7.8 million for the six months ended June 30, 2024. The expected increase in net loss is primarily due to expected non-cash charges related to changes in the fair value of our preferred stock warrant liability and Series E purchase option and an increase in operating loss. For the three months ended June 30, 2025, we expect Adjusted EBITDA loss to be between $18.0 million and $20.0 million, compared to $3.2 million for the three months ended June 30, 2024. The expected increase in Adjusted EBITDA loss is primarily due to an increase in net loss, including due to non-cash charges of between Table of Contents $12.2 million and $14.2 million related to changes in the fair value of our preferred stock warrant liability and Series E purchase option, and an increase in depreciation and amortization expense. For the six months ended June 30, 2025, we expect Adjusted EBITDA loss to be between $21.5 million and $23.5 million, compared to $5.8 million for the six months ended June 30, 2024. The expected increase in Adjusted EBITDA loss is primarily due to an increase in net loss, including due to non-cash charges related to changes in the fair value of our preferred stock warrant liability and Series E purchase option, and an increase in depreciation and amortization expense. We define Adjusted EBITDA as net loss before interest expense, net, income tax expense, depreciation and amortization, stock-based compensation expense and loss on extinguishment of convertible promissory notes. For more information about why we consider such measure useful and a discussion of the material risks and limitations of such measure, please see Management s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures. The following table presents a reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, net loss, for each of the periods presented above Three Months Ended June 30, Six Months Ended June 30, 2025 (estimated low) 2025 (estimated high) 2024 (actual) 2025 (estimated low) 2025 (estimated high) 2024 (actual) (unaudited) (in thousands) Net loss$(21,142)$(19,142)$(4,171)$(25,804)$(23,804)$(7,771) Interest expense, net166 266 292 533 633 609 Income tax expense Depreciation and amortization expense617 817 515 1,285 1,485 1,013 Stock-based compensation expense139 239 170 266 366 338 Loss on extinguishment of convertible promissory notes Adjusted EBITDA(20,020)(18,020)(3,194)(23,520)(21,520)(5,811) As of June 30, 2025, our cash, cash equivalents and marketable securities balance is expected to be $39.6 million as compared to $24.8 million as of June 30, 2024. Summary of Risks Associated with Our Business Our business is subject to a number of risks of which you should be aware before making a decision to invest in our common stock. These risks are more fully described in the section titled Risk Factors immediately following this prospectus summary. These risks include, among others, the following We are an early-stage company with a history of significant net losses, we expect to incur operating losses in the future and we may not be able to achieve or sustain profitability. If we fail to manage our growth effectively, our business could be materially and adversely affected. We have a significant amount of debt, which may affect our ability to operate our business and secure additional financing in the future. We may require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not available, may require us to delay, scale back, or cease our innovation efforts or operations. We operate in a very competitive business environment, and if we are unable to compete successfully against our existing or potential competitors, our business, financial condition and results of operations may be adversely affected. Table of Contents If we fail to develop and retain an effective dedicated commercial leadership team, or if we are unable to successfully expand dedicated commercial leadership team, it could negatively impact our sales, and we may not generate sufficient net revenue to sustain profitability. Our business plan relies on certain assumptions about the market for our implant systems, however, the size and expected growth of our addressable market has not been established with precision and may be smaller than we estimate, and even if the addressable market is as large as we have estimated, we may not be able to capture additional market share. Our business is dependent upon the adoption of our implant systems by hospitals, ASCs, surgeons and patients. Our long-term growth depends on our ability to enhance our implant systems, expand our indications and develop and commercialize additional products in a timely manner. If we cannot innovate, we may not be able to develop or exploit new products in time to remain competitive. We face the risk of product liability claims that could be expensive, divert management s attention and harm our reputation and business. We may not be able to maintain adequate product liability insurance. Industry trends have resulted in increased downward pricing pressure on medical services and products, which may affect our ability to sell our products at prices necessary to support our current business strategy. If hospitals, ASCs and other health care facilities do not approve the use of our implant systems, our sales may not increase. We depend on third-party contract manufacturers and suppliers, some of which are single source, to produce and package all elements comprising our shoulder implant systems, and if these suppliers and manufacturers fail to supply us, our products or their components or subcomponents in sufficient quantities or at all, or in accordance with applicable regulatory requirements and our specifications, it will have a material adverse effect on our business, financial condition, and results of operations. Our results of operations will be materially harmed if we are unable to accurately forecast demand for our implant systems and manage our inventory. We may be unable to continue to successfully demonstrate to shoulder specialists or key opinion leaders the merits of our implant systems and technologies compared to those of our competitors, which may make it difficult to achieve market acceptance. The loss of any member on our executive management team or our inability to attract and retain highly skilled members of our dedicated commercial leadership and marketing teams as well as certain third-party engineers could have a material adverse effect on our business, financial condition and results of operations. If we are unable to obtain and maintain significant patent or other intellectual property protection for our products, or if the scope of our patents and other intellectual property rights do not adequately protect our products, our competitors could develop and commercialize products similar or identical to ours and we may be unable to gain significant market share and be unable to operate our business profitably. Our devices and operations are subject to extensive government regulation and oversight in the United States, and our failure to comply with applicable requirements could harm our business. Our relationships with customers, physicians and third-party payors are subject to federal and state health care fraud and abuse laws, false claims laws, physician payment transparency laws and other health care laws and regulations. If we or our employees, independent contractors, consultants, commercial partners, or vendors violate these laws we could face substantial penalties. Table of Contents Corporate and Other Information We were initially formed on July 1, 2009 as Shoulder Innovations, LLC, a Delaware limited liability company. On February 10, 2017, we completed a corporate conversion where Shoulder Innovations, LLC was converted into a C-corporation under the laws of the State of Delaware and changed our name to Shoulder Innovations, Inc. Our principal executive offices are located at 1535 Steele Avenue SW, Suite B, Grand Rapids, MI 49507, and our telephone number is (616) 294-1026. Our corporate website address is www.shoulderinnovations.com. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this prospectus or the registration statement of which it forms a part. We have included our website in this prospectus solely as an inactive textual reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ). We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of this offering (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion (iii) the last day of the fiscal year in which we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act ), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests. As an emerging growth company, we have elected to take advantage of certain reduced disclosure obligations in the registration statement that this prospectus is a part of, and may elect to take advantage of other reduced reporting requirements in future filings. In particular we will present in this prospectus only two years of audited financial statements, plus any required unaudited financial statements, and related section titled Management s Discussion and Analysis of Financial Condition and Results of Operations we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our independent registered public accounting firm on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ) we will avail ourselves of relief from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor s report on the financial statements we will provide less extensive disclosure about our executive compensation arrangements and we will not be required to hold stockholder non-binding advisory votes on executive compensation or golden parachute arrangements. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company however, we may adopt certain new or revised accounting standards early. We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of Table of Contents the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. Table of Contents The Offering Common stock offered by us 5,000,000 shares. Underwriters over-allotment option of common stock offered by us 750,000 shares. Common stock to be outstanding immediately after this offering 19,923,461 shares (or 20,673,461 shares if the underwriters exercise their over-allotment option in full). Use of proceeds We estimate that the net proceeds from this offering will be approximately $88.0 million (or approximately $102.0 million if the underwriters exercise their over-allotment option in full), based on an assumed initial public offering price of $20.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering (i) to scale up our commercial organization through the hiring of additional sales representatives and expansion of our commercial leadership team, as well as to invest in additional instrument sets, (ii) to fund the research and development of continued general innovation in our implant systems and (iii) for working capital and other general corporate purposes. We will have broad discretion in the way that we use the net proceeds from this offering. See the section titled Use of Proceeds for additional information. Directed share program At our request, the underwriters have reserved up to 6% of the shares of common stock offered hereby, at the initial public offering price, to offer to certain of our directors, officers and employees and others. The sales will be made at our direction by Morgan Stanley Co. LLC and its affiliates through a directed share program. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Except for any shares acquired by our directors and officers, shares purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. See the section titled Underwriting Directed Share Program for additional information. \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/STI_solidion_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/STI_solidion_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a1f3e47c2af3f5be6bc3401dbc822f6821adba63 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/STI_solidion_prospectus_summary.txt @@ -0,0 +1 @@ +Prospectus Summary 1 \ No newline at end of file diff --git a/parsed_sections/prospectus_summary/2025/TAAG_awareness_prospectus_summary.txt b/parsed_sections/prospectus_summary/2025/TAAG_awareness_prospectus_summary.txt new file mode 100644 index 0000000000000000000000000000000000000000..a58fe4eb814a7039ad9415f09ad5eaa5032a7109 --- /dev/null +++ b/parsed_sections/prospectus_summary/2025/TAAG_awareness_prospectus_summary.txt @@ -0,0 +1,496 @@ +PROSPECTUS SUMMARY + +This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under Risk Factors and the other information included in this prospectus. Except where the context suggests otherwise, the terms we, us, our, FHLD and the Company refer to Freedom Holdings, Inc. We refer in this prospectus to our executive officers and other members of our management team, collectively, as Management. + +Terms and definitions used throughout this Prospectus: + + + +End User. Individual, organization, or entity that ultimately uses or benefits from the energy produced by the project. They are the final recipients of the energy generated, which is generally the business owner or the homeowner. + + + + + + + +EPC. A contractor that is responsible for engineering and designing, procuring the materials, and constructing an alternative energy project. + + + + + + + +Guarantor. In regard to this document, guarantor applies to the group that maintains oversight, controls all financial components, and will step in to fix issues if they are to arise. Guarantor also in this sense of the word is the party managing the process from beginning to end. + + + + + + + +ITC Credit. Federal tax incentive in the United States designed to encourage the adoption of alternative energy systems. It allows homeowners and businesses to deduct a percentage of the cost of installing alternative energy panels or alternative energy systems from their federal income taxes. + + + + + + + +Owners Rep Project Management. Services provided by a professional or firm that acts on behalf of the project owner during the planning, design, and construction phases of a project. The owner's representative ensures that the project aligns with the owner's goals, budget, and timeline, while coordinating between contractors, designers, and other stakeholders. Their role includes: + + + +o +Project Oversight: Monitoring progress, quality, and adherence to contractual agreements. + + +o +Communication Management: Serving as the liaison between the owner and the project team. + + +o +Risk Mitigation: Identifying potential issues and implementing solutions to avoid delays or cost overruns. + + +oDecision Support: Offering expert advice to help the owner make informed decisions. + + + + +Redline. The baseline cost of a solar system or service that an installer or provider charges to the sales organization. Essentially, it's the wholesale or set price at which the installer agrees to provide and install the system, including materials and labor, leaving no room for markup at that level. For example: + + + +o +A solar installation company might set a redline of $2.00 per watt for their services. This price includes equipment costs (panels, inverters, racking), installation, permitting, and other standard project-related costs. + + +o +A solar sales organization operating above that red line can mark up the prices say, charging $2.50 per watt to the customer. The difference between the red line and the final price (in this case, $0.50 per watt) represents the sales organization's gross margin or commission. + + +The redline system provides clarity between the solar installer and the sales organization, as it ensures that the installer receives consistent, agreed-upon payment while giving sales representatives flexibility in pricing and profit margins. + + + +Sales Representative. A professional responsible for lead-generation and selling alternative energy solutions to customers. Their main role is comprised of + + + +o +generating lead and sales opportunities. + + +o +educating potential clients about the benefits of alternative energy power, + + +o +assessing their energy needs, + + +o +recommending appropriate systems or services, and + + +o +explaining cost savings, financing options, tax incentives (like Alternative energy ITC), and environmental advantages. + + +o +Each sales representative must be trained and onboarded onto the TAG grid platform + + + +2 + +Table of Contents + + + +Service Provider. Organization or /company that offers specific services to residential homeowners and businesses/commercial entities, to complete an alternative energy project on the end user s premises. Regarding TAG, the service provider is our direct customer not the end user. The end user (defined above) is the customer of the service provider. + + + + + + + +TAG. The Awareness Group + + + + + + + +TAG Approved Broker. An independent contractor that has been approved to offer TAG services to potential clients and earn a commission in doing so. TAG Approved Brokers are vetted, trained and onboarded onto the platform and are part of the TAG GRID. + + + + + + + +TAG Capital. TAG s in-house financial arm. + + + +o +Creates TAG-owned Prepaid PPAs and Leases + +o +Prepares ITC Credits for Sale + +o +Prepare Consumer Notes for Sale or Servicing + +o +Is part of the TAG GRID + + + +TAG Contractors. The contractor has been fully vetted and is approved to use TAG s services and accept installation work for TAG s projects. TAG Contractors have access to: + + + +o +Material source and procurement. + +o +Financial services via TAG Financial Services + +o +Offering additional installation business via TAG Sales from their Dealer Network + + +o +Is vetted, trained and onboarded onto the platform and is part of the TAG GRID + + + + +TAG Dealers. A sales organization that TAG has vetted, trained and approved to use the following services TAG Offers: + + + +o +Use of TAG Financial Services offerings + +o +Connection to contractors to complete their projects. + +o +Sales Training and Assistance as necessitated. + +o +Leads to bolster sales production. + +o +Is vetted, trained and onboarded onto the platform and is part of the TAG GRID + + + + +TAG Distribution. Responsible for developing relationships with manufacturers and distribution centers and utilizes relationships with manufacturers and vendors to source materials for their contractors. + + + + + + + +TAG Financial Services. Manages the front-end process partnering with EPCs and sales organizations, while providing exclusive access to TAG funding products and third-party lending solutions. + + + +o +Contract Preparation + +o +Structure the funding solution + +o +Prepares and finalizes the optimal Financial Solutions to give the client the solutions it wants and needs + + +o +Quality Assurance and Quality Control + +o +In House Sales Assistance + +o +Sales Closing Recorded Verification Calls + +o +For these services, TAG charges a fee. equaling approximately + +o +Part of the TAG GRID + + + +TAG Grid- The platform and business model which integrates financing, sales, procurement, and installation solutions for alternative energy projects via our customers which are service providers to end users in the industry. + + + +3 + +Table of Contents + +FREEDOM HOLDINGS, INC A/K/A Freedom Acquisition Corp. ( we , us , our , the Company , TAG or the Registrant ) was incorporated in the State of Maryland on June 16, 2005. The Company was formed to participate in the mortgage industry, however, was forced to cease mortgage operations during the 2008 housing crisis at which time the Company acquired small oil and gas leases in SE Kansas. In 2012 the company sold the leases and began an unsuccessful effort to develop technology to recycle asphalt shingles. In 2015, the Company began consulting other small private and public companies assisting in the process of going public and introduction of legal and auditing firms. On January 18, 2023, the Company entered into a Definitive Agreement with MedCann Industries, Inc. ( MedCann ) whereby (i) MedCann acquired a majority equity position in the Company in exchange for $50,000 consideration, and (ii) John Vivian was appointed as CEO of the Company. The Company and MedCann closed the Definitive Agreement on February 3, 2023. + +In June 2024, it was decided to cease all operations and activities associated with the MedCann. + +On September 17, 2024, the Company closed a reverse merger transaction with The Awareness Group LLC (TAG), founder of the TAG GRID and an emerging player in the alternative energy space, whereby TAG became a wholly owned and operating subsidiary of Freedom Holdings, Inc. Under terms of the agreement, the following occurred: + + + +TAG shareholders obtained control of 89.5% of FHLD through a restated Series A Preferred class of stock; + + + +TAG CEO Pablo Diaz and the TAG management team took over as the executive team for FHLD; + + + +TAG assumed control of the FHLD board and appointed its existing board members to the FHLD board. + + +Implications of Being an Emerging Growth Company + +We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include: + + + +A requirement to have only two years of audited financial statements and only two years of related MD + + + +Exemption from the auditor attestation requirement in the assessment of the emerging growth company s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002. + + + +Reduced disclosure about the emerging growth company s executive compensation arrangements; and + + + +No non-binding advisory votes on executive compensation or golden parachute arrangements. + + +We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). + +In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act ) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election is irrevocable and allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. + +We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. + + +4 + +Table of Contents + +Overview + +TAG is an integrated infrastructure and service provider to the alternative energy industry. Through our proprietary national platform, the TAG GRID, we deliver a full suite of support services that enable solar sales organizations and licensed contractors to more efficiently develop and deploy residential and commercial solar energy projects. Our clients are not the end users of energy systems; rather, we serve the industry service providers the sales teams and installers who sell and implement these systems for homeowners and businesses. + +TAG does not perform installations, nor does it employ solar sales agents. Instead, we support our customers by providing services across five interconnected business units, all of which operate under the TAG GRID platform. These divisions offer support in project financing, contractor sourcing and management, material procurement, back-office services, sales infrastructure, and financial product development and servicing. We act as the project guarantor, meaning we maintain full oversight of each solar project from origination to completion and step in to resolve any issues throughout the project lifecycle. + +Our Business Model The TAG GRID + +The TAG GRID platform integrates the essential elements of solar project execution and embeds quality control throughout the value chain. It includes the following operational silos: + + + +TAG Financial Services: Supports sales organizations and EPCs (engineering, procurement, and construction firms) by preparing contracts, structuring financing solutions, performing quality assurance and control, and assisting with sales closings. TAG charges a fee for each transaction and also earns revenue through servicing consumer loans. + + + + + + + +TAG Capital: Manages TAG s internal fund and creates proprietary financial products such as prepaid Power Purchase Agreements (PPAs) and consumer loan notes. This division also monetizes Investment Tax Credits (ITCs) federal tax incentives worth up to 30 40% of project value which we either sell or securitize. These activities generate long-term, recurring revenue and create balance sheet assets for future leverage. + + + + + + + +TAG Construction: Maintains a vetted national network of licensed solar contractors. We bid out installation work to this network and earn a markup on labor and installation scope of work. Contractors receive materials and financial support through other TAG silos, ensuring project efficiency and standardization. + + + + + + + +TAG Distribution: Through our relationships with national manufacturers and distributors, we procure solar materials at scale and resell them to our contractor network at a markup. This provides a dependable revenue stream while helping standardize material sourcing across projects. + + + + + + + +TAG Dealer & Broker Network: TAG currently partners with over 627 independent sales representatives and organizations who refer projects to TAG. These dealers and brokers are trained, vetted, and onboarded to use TAG s platform. They can access financing tools, installation support, leads, and back-office infrastructure. TAG earns a spread between what is charged to the dealer and what it pays for fulfillment and financing services. + + +To ensure the satisfaction of the end user, we handle or oversee capital procurement, contractor and installer management, material sourcing, quality assurance through owner s rep project management, compliance with documentation standards, and project funding disbursements and vendor payments. + +If a contractor or service provider underperforms, TAG steps in to rectify the issue, protect the customer and investor, and move the project to completion. + +Revenue Model + +TAG generates revenue across each business silo. The list below provides the percent of overall revenue generated across each business silo as well as a brief description as to how said revenues are generated. + + + +TAG Financial - 54% - Service fees for financial packaging, project coordination, and documentation review + + + +TAG Construction- 9% - Margins made on upcharged construction costs charged vs pricing paid out to TAG-approved contractors. + + + +TAG Distribution 11% - Upcharges on distributed solar equipment + + + +TAG Networks 14% - Margins between redline contractor/install pricing and the end-user pricing + + + +TAG Capital 12% - Asset creation and sale (loan notes, ITCs, PPAs) through TAG Capital + + +Our largest source of revenue is currently TAG Financial Services, but we expect future growth in TAG Capital and increased contribution from the Construction and Distribution silos. + +TAG Financial and TAG Capital Products and Revenue Generation + +For the fiscal quarter ended December 31, 2024, TAG Financial and TAG Capital collectively accounted for approximately 66% of our total revenue, with TAG Financial contributing 54% and TAG Capital contributing 12%. The majority of revenue derived from these segments is attributable to structured financing products and services designed to facilitate the deployment of residential and commercial solar projects. + +NO FICO Prepaid Power Purchase Agreements (PPAs) + +Our NO FICO Prepaid PPAs are structured financial products under which homeowners prepay for a 30-year supply of solar-generated electricity. These agreements are distinguished by the elimination of traditional FICO score requirements, relying instead on alternative creditworthiness indicators such as mortgage payment history and current status of utility accounts. The Company markets these PPAs through a network of approved dealers and brokers and partners with licensed contractors for system installation. + +Under a prepaid PPA, the homeowner remits a lump-sum payment in exchange for solar electricity over the agreement term. The Company recognizes revenue from these agreements in accordance with ASC 606 on a milestone or ratable basis, depending on system commissioning, performance obligations, and delivery of power. Revenue is also generated through monetization of associated Investment Tax Credits (ITCs) and from structuring fees where applicable. + +Consumer Loan Notes + +TAG also offers consumer loan products enabling homeowners to finance prepaid PPAs. In these transactions, TAG either retains servicing rights, generating recurring interest income, or transfers loan receivables to third-party investors, generating upfront cash proceeds. These consumer notes are structured and issued by TAG Capital, which facilitates loan origination and prepares them for sale or securitization. + +Capital and Operating Lease Facilitation + +For commercial customers, TAG Financial arranges both capital and operating leases for solar energy systems through third-party financial institutions. TAG serves as a non-party intermediary, structuring lease terms and aligning them with client objectives. Revenue to TAG is derived from structuring and facilitation fees charged to counterparties at lease origination. TAG does not retain ownership of the leased systems and is not a lessor or guarantor under these agreements. + +Proprietary Financial Structuring Model + +TAG s proprietary payout model integrates multiple financial components including internal loan origination, margin-based material procurement, ITC monetization, and securitization of consumer receivables to optimize project-level profitability. This model allows TAG to capture multiple revenue streams from each solar transaction, increasing margins relative to traditional EPC (Engineering, Procurement, and Construction) firms. Collectively, these strategies have demonstrated the potential to enhance project-level profitability by more than 25% compared to standard third-party financed installations. + +Customer Savings and Revenue Alignment + +As part of our standard financial analysis process, each solar project is evaluated to ensure that the end user (the homeowner or business) will realize a minimum of 10% electricity cost savings in the first year compared to their utility baseline. This savings projection is derived from energy usage modeling, rate comparisons, and solar production estimates using tools such as PV Watts. The Company s revenues from such transactions are independent of the end user s realized utility savings and are contractually derived from fees, loan servicing, or asset sales. + +Project Oversight and Limited Guaranty + +TAG does not provide legal guarantees for the performance or repayment obligations of customers, dealers, contractors, or third-party financiers. However, TAG maintains operational oversight across financed projects and retains the right, but not the obligation, to intervene and remedy non-performance (e.g., reassign contractors or adjust system design) to ensure project delivery and uphold the Company s brand and channel integrity. These interventions are discretionary and do not create enforceable financial liability on behalf of the Company. + + +5 + +Table of Contents + +Industry Context + +The solar and alternative energy industry has evolved from vertically integrated models to more specialized, decentralized business models. This shift has created a significant need for support infrastructure that bridges the gap between sales and installation. TAG fills that role by allowing contractors and sales organizations to focus on their core functions while relying on us for operational, financial, and logistical support. Our model helps reduce our clients' overhead, increase transaction velocity, and improve overall project outcomes. + +Corporate Information + +TAG is a Nevada corporation headquartered at 10524 Independence Ave., Chatsworth, CA 91311. We employ 11 full-time corporate staff who oversee operations across all five business units. These include dedicated Vice Presidents for Construction, Financial Services, and Sales, supported by directors and administrative personnel. All project-level labor, sales agents, contractors, and brokers are independent and not on TAG s payroll. + +Recent Developments + +On January 30, 2025, we entered into a Standby Share Purchase Agreement (SPA) with a non-affiliated institutional investor (the Selling Stockholder ) for the sale of up to $10 million in common stock. We also entered into related Registration Rights Agreements, and this prospectus registers up to 105,000,000 shares of our common stock for resale under the Securities Act of 1933, as amended. + +Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to the Selling Stockholder. + +We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file quarterly and annual reports, as well as other information with the Securities and Exchange Commission ( SEC ) under File No. 000-54163. Such reports and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the SEC throughout the United States. Information about the operation of the SEC s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports and other information regarding us and other registrants that file electronic reports and information with the SEC. + +Recent Financings and/or Material Agreements + +REPM Acquisition + +On January 25, 2025, Freedom Holdings, Inc. dba The Awareness Group (the Company or FHLD or TAG ) entered an Equity Purchase Agreement (the Agreement ) with Renewable Energy Products Manufacturing Corp. ( REPM ) pursuant to which the Company acquired (i) a 51% ownership interest in REPM; and (ii) an option to acquire the remaining 49% within the next twelve months, subject to REPM having at least $250,000 in EBITDA. As consideration for its purchase, TAG is onboarding REPM onto its platform, has agreed to assume REPM s operating expenses, and is integrating REPM into TAG s operations (the Onboarding Plan ), which includes: + + + +Payment of the Company s operating expenses incurred between January 25, 2025, and the Closing Date; + + + +Providing capital needed to pay Company s monthly operating expenses; + + + +Implementation of all TAG Programs into the Company; + + + +Executive business acumen; + + + +Proprietary Growth Strategies; + + + +Necessary Human Capital, including the retention of all current Company employees and the provision to the Company of sufficient administrative support to facilitate, process, fund, and implement all projects sold by Company; + + + +Provision of all Shared Services to Company, including but not limited to Marketing, Human Resources and Accounting; and + + + +Placement in TAG Grid to promote additional Business Opportunities. + + +On June 26, 2025, the Company determined that REPM was not fulfilling needs that TAG had anticipated. As such, the Company and REPM mutually agreed to unwind the acquisition. + + +6 + +Table of Contents + + +Other Subsidiaries and Their Contributions to Our Business + +As of the date of this prospectus, Freedom Holdings, Inc. (the Company ) operates through multiple majority- and minority-owned subsidiaries that support various aspects of our integrated solar financing, marketing, installation, and technology strategy. These subsidiaries include Captain Manicorn, Candela Coin, Standard Eco, and Southwest Financial. Each entity plays a specific role in contributing to the Company s operations and long-term strategic goals. The Company owns a majority interest (51%) in Captain Manicorn; the remaining 49% is held by unrelated third-party individuals who are not officers, directors, or affiliates of the Company. The Company exercises operational and financial control over Captain Manicorn. + +Captain Manicorn + +Captain Manicorn is a digital media and customer acquisition subsidiary that focuses on social media content creation and digital engagement. Through video production, sweepstakes campaigns, and social media promotions, Captain Manicorn generates consumer interest and directs high-intent leads to the Company s solar financing platform. These leads are provided to our internal sales team and third-party channel partners. While Captain Manicorn does not directly offer solar services, its digital engagement strategy supports customer pipeline growth and market visibility. + +Candela Coin + +Candela Coin is a technology-driven subsidiary that integrates blockchain and Internet-of-Things (IoT) infrastructure into our renewable energy ecosystem. The entity operates a tokenized loyalty rewards platform, issuing Candela Coins to customers based on verified solar energy production. These rewards may be used to offset financing costs or exchanged through digital currency platforms. While not a direct revenue-generating subsidiary at this time, Candela Coin supports customer retention and differentiates the Company s value proposition in the solar finance space. + +Standard Eco + +Standard Eco is our primary solar installation partner. Although operated independently, it is majority-owned by the Company and is responsible for completing residential and commercial solar installations nationwide. The Company does not employ installation personnel directly but relies on Standard Eco s operational teams for permitting, construction, compliance, and commissioning. Standard Eco s role ensures that financed solar systems are installed efficiently and according to regulatory standards, thereby facilitating the monetization of power purchase agreements and associated loan receivables. + +Southwest Financial + +Southwest Financial is the Company s financial services and underwriting arm. It is responsible for originating, reviewing, and administering consumer loan notes and prepaid Power Purchase Agreements (PPAs). This subsidiary performs creditworthiness assessments, verifies system production forecasts, and structures solar financing terms to ensure project-level financial viability. It also manages loan quality controls and compliance monitoring. Revenue from these structured financial products is recognized either over time or at the point of sale depending on whether the Company retains servicing rights or transfers the underlying assets. + +The following flow chart depicts the Company s corporate structure + + + + +