### S-1/A - AMENDMENT NO. 1 TO FORM S-1
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As filed with the Securities and Exchange
Commission on May 22, 2026.
Registration No. 333-293881
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
COLLAB Z INC.
(Exact
name of registrant as specified in its charter)
Nevada | | 6500 | | 99-3072058 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
29
Orinda Way, Unit 2060
Orinda,
California 94563
Tel:
(341) 202-5530
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Qiaojun
Lai
29
Orinda Way, Unit 2060
Orinda,
California 94563
Tel:
(341) 202-5530
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Ross D. Carmel, Esq.
Matt Siracusa, Esq.
Sichenzia Ross Ference
Carmel LLP
1185 Avenue of the Americas, 26 th Floor
New York, NY 10036
Telephone: (212) 930-9700
|
Henry Yin, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place
Central, Hong Kong
SAR852-3923-1111
|
Hermione Krumm, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
(212) 407-4000
|
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, 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 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 Commission, acting pursuant to such Section 8(a), may determine.
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 state where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
MAY 22, 2026 |
COLLAB Z INC.
5,000,000 Shares of Common Stock
This is an initial public offering of 5,000,000
shares of our common stock, par value $0.001 per share. We currently expect the initial public offering price to be $4.00 per share.
Before this offering, there has been no public market for shares of our common stock. We have applied to have the shares of common stock
listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “CLBZ.” If shares of our common stock are not approved for
listing on Nasdaq, we will not consummate this offering. No assurance can be given that our application will be approved.
The Company currently has 5,000 shares of
Series X Preferred Stock, par value $0.001 per share (the “Series X Preferred Stock”) issued and outstanding, all of which
are owned by YRQ Irrevocable Trust (“YRQ Trust”). Each share of Series X Preferred Stock is entitled to 1,000 votes on all
matters on which our common stock is entitled to vote, except as otherwise prohibited by law. Other than the Series X Preferred Stock’s
voting rights, the Series X Preferred Stock is not entitled to any rights which would supersede the rights of our common stockholders.
As a result of YRQ Trust’s ownership of 5,000 shares of Series X Preferred Stock, YRQ Trust is entitled to an aggregate of 5 million
votes on all matters our common stock is entitled to vote on except as otherwise prohibited by law or as otherwise prohibited by the
rules and regulations of any exchange on which the Company’s common stock is listed, or shall be listed. The trustees and beneficiaries
of YRQ Trust are immediate family members of our founder and former Chairman, Mr. Qian Wang. Mr. Qian Wang, directly and indirectly,
through his related entities and entities controlled by immediate family members, including YRQ Trust (collectively, the “Controlling
Group”), will hold significant voting power of our common stock upon the closing of this offering. Although the Controlling Group
will not hold more than 50% of the total voting power of our capital stock upon the closing of this offering, and we will therefore not
be a “controlled company” under the corporate governance rules of Nasdaq, the Controlling Group will nonetheless hold substantial
influence over matters requiring stockholder approval.
We
are an emerging growth company under the federal securities laws and as such, we have elected to take advantage of certain reduced public
company reporting requirements for this prospectus and future filings. See “ Prospectus Summary—Implications of Being an
Emerging Growth Company ” for additional information.
Investing
in our securities involves a high degree of risk. See “ Risk Factors ” beginning on page 13 of this prospectus for a
discussion of information 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 determined
if this prospectus is truthful or complete. 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 us (2) | |
$ | | | |
$ | | |
(1) |
Represents
underwriting discounts equal to seven percent (7.0%) per share (or $[●] per share), which is the underwriting discounts we
have agreed to pay on investors in this offering introduced by the underwriters. We have also agreed to provide the representatives
of the underwriters (the “Representatives”) a non-accountable expense allowance equal to 1.0% of the gross proceeds of
this offering. See “ Underwriting ” for additional information regarding compensation payable to the
underwriters. |
(2) |
The
amount of offering proceeds to us presented in this table does not give effect to the exercise of the over-allotment option issued
to the underwriters. |
This
offering is being conducted on a firm commitment basis. The underwriters are obligated to take and purchase all of the shares of common
stock offered under this prospectus if any such shares are taken.
We have granted a 45-day option to the underwriters
to purchase up to 750,000 additional shares of common stock, representing 15% of the shares of common stock sold in this offering, solely
to cover over-allotments, if any. If the underwriters exercise the option in full, the total proceeds to us, less underwriting discounts,
commissions and non-accountable expenses payable, will be $20.66 million, based on an assumed public offering price of $4.00 per share.
Delivery of the shares of common stock is
expected to be made on or about , 2026.
Co-Managers
|
|
WESTPARK CAPITAL
卫 澎 资 本
|
The date of this prospectus is
, 2026 .
TABLE
OF CONTENTS
|
|
Page |
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |
|
ii |
PROSPECTUS
SUMMARY |
|
1 |
RISK
FACTORS |
|
13 |
USE
OF PROCEEDS |
|
39 |
DIVIDENDS
AND DIVIDEND POLICY |
|
39 |
CAPITALIZATION |
|
40 |
DILUTION |
|
42 |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
44 |
BUSINESS |
|
57 |
MANAGEMENT |
|
70 |
EXECUTIVE
COMPENSATION |
|
76 |
CURRENT
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
|
77 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
|
86 |
DESCRIPTION
OF SECURITIES |
|
88 |
SHARES
ELIGIBLE FOR FUTURE SALE |
|
93 |
MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS |
|
95 |
UNDERWRITING |
|
99 |
LEGAL
MATTERS |
|
105 |
INTERESTS
OF NAMED EXPERTS AND COUNSEL |
|
105 |
EXPERTS |
|
105 |
WHERE
YOU CAN FIND MORE INFORMATION |
|
105 |
FINANCIAL STATEMENTS |
|
F-1 |
You
should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with
additional information or information different from that contained in this prospectus. We are not making an offer of these securities
in any state or other jurisdiction where the offer is not permitted. The information in this prospectus may only be accurate as of the
date on the front of this prospectus regardless of the time of delivery of this prospectus or any sale of our securities.
No
person is authorized in connection with this prospectus to give any information or to make any representations about us, our common stock
hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any
other information or representation is given or made, such information or representation may 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 our securities in any circumstance
under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of our securities in
accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of
this prospectus.
For
investors outside the United States: Neither we, nor the underwriters have done anything that would permit this offering or
possession or distribution of this prospectus in any jurisdiction 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 shares of common stock and the distribution of this prospectus outside the United States.
Unless
otherwise indicated, information in this prospectus concerning economic conditions, our industries, and our markets is based on a variety
of sources, including information from third-party industry analysts and publications and our estimates and research. This information
involves a number of assumptions, estimates, and limitations. The industry publications, surveys and forecasts, and other public information
generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party
industry publications used in this prospectus were prepared on our behalf. The industries in which we operate are subject to a high degree
of uncertainty and risk due to a variety of factors, including those described in “ Risk Factors ” in this prospectus.
These and other factors could cause results to differ materially from those expressed in these publications.
i
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently
available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements
are contained principally in, but not limited to, the sections entitled “ Prospectus Summary ,” “ Risk Factors ,”
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and “ Business .”
These statements 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 be materially different from any future
results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements
include, but are not limited to, statements about:
|
● |
the
effect of and uncertainties related the ongoing volatility in interest rates; |
|
● |
our
ability to achieve and maintain profitability in the future; |
|
● |
the
impact on our business of the regulatory environment and complexities with compliance related to such environment; |
|
● |
our
ability to respond to general economic conditions; |
|
● |
our
ability to manage our growth effectively and our expectations regarding the development and expansion of our business; |
|
● |
our
ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth; |
|
● |
our
ability to grow market share in existing markets or any new markets we may enter; |
|
● |
our
ability to develop new products, features and functionality that are competitive and meet market needs; |
|
● |
our
ability to realize the benefits of our strategy, including our financial services and platform productivity; |
|
● |
our
ability to make accurate credit and pricing decisions or effectively forecast our loss rates; |
|
● |
our
ability to establish and maintain an effective system of internal controls over financial reporting; |
|
● |
our
ability to maintain the listing of our securities on Nasdaq; |
|
● |
sales
of our common stock by us or our stockholders, which may result in increased volatility in our stock price; |
|
● |
the
outcome of any legal or governmental proceedings that may be instituted against us; and |
|
● |
other
factors detailed under the section titled “ Risk Factors .” |
In
some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”
“should,” “would,” “expect,” “plan,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “project” or “continue”
or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance
on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,
beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current
expectations include, among other things, those listed under the heading “ Risk Factors ” and elsewhere in this prospectus.
If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results
may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee
of future performance.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
ii
MARKET
DATA
The
market data and certain other statistical information used throughout this prospectus are based on independent industry publications,
governmental publications, reports by market research firms or other independent sources that we believe to be reliable sources. 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 are responsible for all of the disclosures
contained in this prospectus, and we believe these industry publications and third-party research, surveys and studies are reliable.
While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular,
as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based
on various factors, including those discussed under the section entitled “Risk Factors” and elsewhere in this prospectus.
Some data are also based on our good faith estimates.
iii
TRADEMARKS
We
own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business.
This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective
owners. Our use or display of third parties’ trademarks, service marks and trade names or products in this prospectus is not intended
to, and does not imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks
and trade names referred to in this prospectus may appear without the ®, ™ or SM symbols, but the omission
of such references is not intended to indicate, in any way, that we will assert, to the fullest extent under applicable law, our rights
or the right of the applicable owner of these trademarks, service marks and trade names.
iv
PROSPECTUS
SUMMARY
This
summary highlights selected information contained in other parts of this prospectus. Because it is a summary, it does not contain all
of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and
should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire
prospectus carefully, especially “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 the related notes, before
deciding to invest in shares of our common stock. Unless the context requires otherwise, the words “we,” “us,”
“our,” “Company” and “Collab Z” refer collectively to Collab Z Inc., a Nevada corporation, and its
affiliated entities.
Overview
Collab
Z Inc., through its subsidiary, Collab CA LLC, has developed its pioneering Collab Platform, which it believes is a
first-of-its-kind Community-Based Property Management model that is designed to replace traditional property management practice by
enabling community involvement and by leveraging modern technology, including artificial intelligence features currently under
development. Our approach actively involves tenants and other skilled community members in the management process, handling leasing
and daily operations in a way that minimizes conflicts of interest and improves tenant satisfaction. With a five-year lead over new
market entrants to our knowledge, and the ability to scale quickly without local staffing, Collab Z uniquely positions itself
against both traditional property management firms and SaaS-based property technology (“PropTech”)
competitors.
Our
mission is to democratize property management and to foster a more engaged community of tenants, property owners, and professional
service providers to maximize asset value and to create a sustainable, decentralized organization that benefits all stakeholders
involved.
Our
vision is to revolutionize the real estate sector by maximizing community engagement in their living and working spaces for an autonomous
and collaborative living experience.
We
are committed to innovation, focusing on delivering substantial long-term value to our shareholders and improving the quality of
life for our property owners, tenants, Community Pros (“CPs”), and professional service providers. As we expand, our
Collab Platform will continue to lead the shift towards a more connected and engaged property management ecosystem.
The
Current Industry Challenges, Our Solution, and Our Opportunity
The
Challenge
The
property management industry faces longstanding inefficiencies and high costs due to outdated value chain structures. Collab Z has identified
key pain points and opportunities for transformation:
|
1. |
Inefficiency
in Traditional Models: Legacy property management structures are bloated with excessive layers of human oversight and reliance on
third-party service providers. This increases management costs, creates long lead times, reduces transparency, and often results
in misaligned interests between stakeholders. |
|
2. |
Low
Tenant Satisfaction: Traditional systems overlook the potential contributions of tenants who are willing to assist with routine tasks,
such as communications, minor repairs, maintenance requests, and leasing coordination. This underutilization contributes to lower
tenant satisfaction, higher turnover rates, and poorly maintained properties. |
|
3. |
Scalability
Challenges: Traditional models struggle to scale across multiple properties and regions due to their dependence on local staffing
and manual processes. This increases operational complexity and limits growth opportunities. |
|
4. |
Lag
in Technology Adoption: Compared to other industries, property management has been slow to adopt disruptive technologies that could
overhaul outdated operational models. This presents a significant opportunity for innovation. |
Our
Solution
Collab
Z has developed its Collab Platform, a community-based property management solution that directly connects tenants with property management
tasks, offering them financial incentives to contribute to their living environment and foster stronger community connections. In addition,
Collab Z is currently developing an AI-enhanced, community-based property management platform, CollabAPP, designed to fundamentally transform
traditional property management processes. AI-enhanced features for CollabAPP are currently under development, with phased launches
planned over an 18-month period which started in early 2025. See “ Business - Principal Products and Services ”
for a more detailed discussion on the development of CollabAPP.
1
Based on our data, in comparing our model to the traditional model,
our model enhances occupancy rate, eliminates unnecessary management layers, reduces operating expenses, and improves tenant satisfaction
by delivering responsive services through CPs and professional service providers. Also, the Collab Platform enables faster entry into
new markets without building local teams.
As
part of this model, CPs are tenants who assist with property management tasks, such as leasing showings,
minor repairs, administrative work, and customer support in exchange for financial incentives.
For
repair and maintenance tasks requiring specialized expertise, professional service providers (licensed contractors such as HVAC, plumbing,
and electrical repair specialists) handle the work.
CPs
play a coordination and communication role, similar to property managers, contacting professional service providers, scheduling service
appointments, and ensuring that repairs are completed as expected in a timely manner.
Our
Opportunity
According
to IBIS World, a leading global industry research and market analysis firm, the property management industry reached $128.3 billion
in revenue by the end of 2024, growing at a CAGR of 2.0%. As the first community-based property management solution to our
knowledge, Collab Z is positioned to revolutionize this massive market.
With
over 300,000 property management companies and 20 million rental properties in the U.S. (Sources: Truelist, February 2024; Rubyhome,
August 2023), the opportunity for disruption is immense. The Collab Platform is designed to:
|
● |
Streamline
operations |
|
● |
Enhance
tenant engagement |
|
● |
Maximize
property value |
By
applying a community-driven model and planning the integration of AI-powered features currently under development, Collab Z addresses
longstanding inefficiencies while scaling across the nation’s extensive rental property network.
Business
Model
As
the company grows its property management portfolio and enters new markets, these efforts serve as a bridge between the company’s
current business model and its future business model, which prioritizes scalability, efficiency, and community engagement through the
Collab Platform.
Current
Business Model
The current business model reflects Collab Z’s foundational operations,
encompassing Property Management Services, Development and Construction Management Businesses, Procurement Services, Renovation Management,
and EB-5 Immigration Investor Services.
1. | Property
Management Services |
Collab
Z operates as a full-service property management provider, engaging the tenants to manage the day-to-day operations of rental properties.
This includes leasing, vendor coordination, and property maintenance.
Leasing
Process:
● | Tenant-Led
Property Showings: Tenants actively participate in the leasing process by hosting property
tours for prospective tenants. Their participation is tracked on the Collab Platform, and
they are compensated accordingly, promoting active involvement and accountability. |
2
Vendor
Coordination:
|
● |
Tenant-Initiated
Vendor Engagement: Tenants play a coordination role, similar to property managers, contacting professional service providers, scheduling
service appointments, and ensuring that repairs are completed in a timely manner. |
Property
Maintenance Services:
|
● |
Task
Claiming & Execution: Tenants can claim and complete repair & maintenance tasks such as minor maintenance requests, cleaning
of common areas, and handling of packages. |
|
● |
Automated
Compensation: The platform ensures that tenants are promptly compensated for their services, with instant payments processed for
completed tasks, fostering a culture of efficiency and fairness. |
This
innovative approach utilizes the Collab Platform and integrates tenants as CPs, transforming traditional management structures into a
decentralized, tenant-driven system that enhances efficiency and cost-effectiveness.
Revenue
is generated through a fixed percentage of monthly lease income, fees for managing property-related expenses like repairs and maintenance,
and commissions on new lease agreements. Certain properties also feature a profit-sharing model, where Collab Z earns a share of the
rental income above guaranteed thresholds.
2. | Development
and Construction Management |
The
Company oversees development and construction projects, ensuring timely completion within budget. These services contribute to property
value enhancement, with development fees recognized monthly over the service period. Collab utilizes its extensive industry experience
and resources to provide comprehensive professional services to multifamily developers, particularly in markets where it has a well-established
presence.
Since
early 2022, Collab Z has been engaged in the construction management of a new development at 1773 Oxford Street, Berkeley, California.
This project is a 5-story, 24-unit student housing property with 81 beds, with a total estimated development cost of $20.5 million. Construction
commenced in October 2022 and was completed in May 2025. In this role, Collab Z provides multiple services:
|
● |
Design
Consulting: Collab advises on unit types, furniture layouts, public areas, building material selections, and amenities to ensure
they align with leasing and operational strategies, utilizing insights from tenant community user studies. |
|
● |
Procurement
Consulting: Collab assists with sourcing and importing building materials from international markets, such as China and Malaysia,
achieving significant cost reductions averaging 45%. |
|
● |
Pre-Operating
Consulting: Services include rental pricing recommendations, leasing preparations, pre-leasing marketing, and operational license
applications, often leveraging Collab’s extensive community resources. |
Further
expanding its portfolio, Collab Z began providing similar consulting services on January 1, 2025, for another significant project located
at 2425 Durant Avenue, Berkeley, California. Planned as a 20-story student housing building with 169 units and 513 beds, this project
covers 145,920 square feet and is currently in the entitlement process, with an anticipated completion date of August 2030.
3
Material
Terms of Agreements and Related Risks:
|
● |
For
both projects, Collab’s base fees are structured to be paid either monthly or upon completion of specific services. |
|
● |
There
are provisions allowing Collab to terminate the agreements if fees remain unpaid for more than 30 days. |
|
● |
Performance-based
bonuses are subject to the discretion of the developers and owners, posing a risk of non-full payment if the bonus exceeds initial
calculations. |
|
● |
As
a consultant during the development phase, Collab does not bear responsibility for financial performance, construction quality, or
the completion schedule of the projects. Decision-making authority rests with each project’s respective developer and owner. |
3. | Procurement
Services |
Collab
Z facilitates the sourcing of construction materials, particularly from international suppliers, streamlining procurement for property
owners. Fees are recognized upon the completion of the service.
4. | Renovation
Management |
Collab
Z manages property acquisition, renovation, and disposition projects, generating fees recognized throughout the project duration and
upon specific milestones. This service ensures properties meet market demands and achieve maximum value.
5. | EB-5
Immigration Investor Services |
The
Company identifies EB-5 investment projects and assists investors with project selection, compliance documentation, and support during
the application process. Revenue is recognized upon submission of the EB-5 application package.
6. | Consulting
Services |
The
Company provides consulting services to third parties that are defined by service agreements. Consulting services may include terms whereby
there are a set of deliverables required for which revenue will be recognized at a point in time when the deliverables are satisfied,
or may relate to services that are performed periodically and recognized over time. Each contract is assessed for performance obligations.
There is generally no right of return or refund related to these services.
Related
Party Relationships
A significant aspect of our current business
model is that a majority of our revenue, accounting for 50% in the three months ended March 31, 2026, 62% in the six months ended March
31, 2026, and 65% in the fiscal year ended September 30, 2025, is derived from services provided to the properties under common control
and management of the related parties. These services primarily include property management, development, renovation and procurement.
Revenue from these services is recognized according to the progress and completion of specified tasks. Transactions with these related
parties are conducted under terms that are revisited periodically to align with market practices and ensure compliance with regulatory
standards. While these relationships contribute to our revenue streams, they are managed with careful consideration to maintain transparency
and independence in our operations. As Collab Z evolves, our focus on refining our community-based property management services will
continue alongside a review and potential adjustment of our involvement in transactions with related parties. See “ Current Relationships
And Related Party Transactions ” for a more detailed discussion.
Future
Business Model
As
Collab Z evolves, we will transition toward a more focused and scalable operational model, emphasizing community-based property management
as the core business, while scaling down other activities such as development, renovation management, and EB-5 services. This pivot reflects
the Company’s strategic emphasis on long-term sustainability and market differentiation through its Collab Platform.
4
In
the fiscal year 2025, our revenue streams were diversely distributed across several business units. Property management, which is becoming
our primary focus, contributed 44% to our total revenue. Development and construction management accounted for 11%, procurement services
constituted 3%, and consulting income contributed 42% of our revenue.
Reflecting
our strategic refocus, we intend to continue to phase out EB-5 Immigration Investor Services. This decision
aligns with our strategy to concentrate resources and expertise on enhancing our core property management services, responding to
changes in market demand and regulatory landscapes. While development, renovation, and procurement services currently contribute to
our diversified revenue streams, we plan to significantly scale down these activities. Over the next two years, we expect their
combined contributions to revenue will make up a less significant portion of revenue as we focus on property management
services.
We
have also entered into five separate limited liability company agreements (collectively, the “Joint Venture Agreements”)
with five unaffiliated entities to form joint venture companies in Nevada, wherein we hold 40% ownership stake in each joint venture
company. Each joint venture was established to pursue property management and related real estate activities in specific local markets
using our community-based property management platform. These entities operate independently and are owned jointly by us and our respective
joint venture partners.
Under
each Joint Venture Agreement, we contributed our technology platform, branding rights, and management expertise, while our partners provided
capital contributions, local operational support, and access to regional property opportunities. The joint ventures reflect our strategic
focus on scaling up by expanding our property management footprint through local partnerships that leverage our Collab platform.
This
pivot underscores our commitment to sustainability and efficiency, leveraging our proprietary platform to enhance property management
services. By concentrating on our core competencies, we aim to strengthen our market position and ensure long-term growth and profitability.
The outlined changes reflect a deliberate strategy to optimize our business operations and focus on areas with the highest growth potential
and alignment with our long-term strategic goals. Detailed plans for this transition are subject to ongoing review by our management
team to ensure alignment with evolving market conditions and company objectives.
Listing
on the Nasdaq Capital Market
In
connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market under the symbol “CLBZ.”
If Nasdaq approves our listing application, we expect to list our common stock and consummate this offering. Nasdaq’s listing requirements
for the Nasdaq Capital Market include, among other things, a stock price threshold. If Nasdaq does not approve our application and the
listing of our common stock, we will not proceed with this offering. There can be no assurance that our common stock will be listed on
Nasdaq.
Recent
Developments
Series
B Private Placement
Pursuant
to a Certificate of Designation filed with the Secretary of State of Nevada on June 5, 2025, we are authorized to issue up to 1,250,000
shares of Series B Preferred Stock with a stated value of $4.00 per share. As of the date of the prospectus, we have sold an aggregate
of 200,000 shares of Series B Preferred Stock, consisting of:
● | 75,000
shares of Series B Preferred Stock to one accredited investor for an aggregate purchase price
of $300,000 pursuant to a securities purchase agreement dated May 27, 2025; |
● | 25,000
shares of Series B Preferred Stock to one accredited investor for an aggregate purchase price
of $100,000 pursuant to a securities purchase agreement, dated June 24, 2025; |
● | 25,000
and 37,500 shares of Series B Preferred Stock to two accredited investors, for an aggregate
purchase price of $100,000 and $150,000, respectively, pursuant to securities purchase agreements,
dated July 7, 2025; |
● | 37,500
shares of Series B Preferred Stock to one accredited investor for an aggregate purchase price
of $150,000 pursuant to a securities purchase agreement, dated July 9, 2025. |
Series
C Private Placement
Pursuant to a Series C Certificate of Designation filed with the Secretary
of State of Nevada on January 23, 2026, we are authorized to issue up to 10,000,000 shares of Series C Preferred Stock with a stated value
of $4.00 per share. We entered into securities purchase agreements dated January 19, 2026 (the “Series C SPA”) with certain
accredited investors for an aggregate of 872,250 shares of Series C Preferred Stock. Series C SPAs for 122,000 shares were subsequently
rescinded prior to funding, and no shares were issued in connection therewith. As of the date of the prospectus, an aggregate of 750,250
shares of Series C Preferred Stock have been sold and are issued and outstanding. Upon receipt of funds by the escrow agent, the purchase
price payable by the Series C Preferred Stock investors shall be deposited into a segregated escrow account, pursuant to the terms of
an escrow agreement between the Company and the escrow agent, and disbursed in accordance therewith, which funds shall be released to
the Company only upon the consummation of the offering or, upon a redemption or termination pursuant to the Series C SPA, released to
the investors in an amount equal to the principal invested plus all accrued and unpaid dividends.
As of the date of the prospectus, the Company
has $3,001,000 in principal, together with accrued interest, held in escrow pursuant to the Series C Preferred Stock subscriptions.
5
Joint
Ventures
In March and April 2025, we entered into the
Joint Venture Agreements with five unaffiliated entities to form joint venture companies in Nevada, wherein we hold 40% ownership stake
in each joint venture company. For four of the five joint venture agreements, the Company issued 10,000 shares of common stock for each
joint venture entity, which was valued at $20,000 under the price of $2.00 per share, as part of the capital funding for the joint venture.
For the remaining agreement, the Company issued 20,000 shares of common stock for the joint venture entity, which was valued at $40,000
under the price of $2.00 per share of our common stock, as part of the capital funding for the joint venture. Each joint venture was
established to pursue property management and related real estate activities in specific local markets using our community-based property
management platform. These entities operate independently and are owned jointly by us and our respective joint venture partners.
Under
each Joint Venture Agreement, we contributed our technology platform, branding rights, and management expertise, while our partners provided
capital contributions, local operational support, and access to regional property opportunities. Each joint venture company is governed
by its own operating agreement, which includes customary provisions relating to management responsibilities, capital contributions, profit
and loss allocations, and dissolution rights.
The
joint ventures reflect our strategic focus on scaling up by expanding our property management footprint through local partnerships that
leverage our Collab platform.
Our
Corporate History and Structure
Collab LLC commenced operations in the United
States in 2020. In 2021, Collab LLC launched its community-based business MVP in Berkeley, California and expanded into the New Brunswick,
New Jersey market. In 2022, Collab entered the Boston, Massachusetts market as part of its continued geographic expansion.
During the period from 2021 through 2024, Collab
LLC focused on refining and enhancing its technology-supported operating model, developing tools to improve workflow coordination, scalability,
and tenant and Community Pro engagement across its managed properties.
Collab Z Inc. was incorporated in Nevada on May
10, 2024, for the purpose of reorganizing our structure and to become the holding company for Collab LLC.
In December 2024, Collab Z Inc. completed a reorganization
pursuant to which it became the parent holding company of Collab CA LLC. In 2025, Collab expanded into the Houston, Texas market and increased
its portfolio to 13 managed properties across four markets, while continuing to enhance its technology tools to support operations.
In
September 2024, we issued an aggregate of 5,060,391 shares of our common stock in a private placement to certain initial investors pursuant
to certain securities purchase agreements dated September 16, 2024 (the “Private Placement”), including an aggregate of 2,656,000
shares of common stock to the Controlling Group, comprised of 2,462,500 shares issued to YRQ Trust, 33,500 shares issued to SDZ-1-2022
Trust, 140,000 shares issued to SDZ-2-2022 Trust and 20,000 shares issued to Shui Dui Zi Irrevocable Family Trust. The trustees and beneficiaries
of YRQ Trust are immediate family members of Mr. Qian Wang, our founder and former Chairman, who is the trustee of the SDZ-1-2022 Trust,
the SDZ-2-2022 Trust and the Shui Dui Zi Irrevocable Family Trusts.
On
October 3, 2024, we filed a Certificate of Designation with the Secretary of State of Nevada that authorized us to issue up to 5,000
shares of Series X Preferred Stock, par value $0.001 per share, and provides for 1,000 votes per share when voting together with the
common stock. The Company issued all of the shares of Series X Preferred Stock to the YRQ Trust.
On
December 11, 2024, we cancelled an aggregate of 4,519,500 shares of common stock pursuant to certain cancellation and release agreements
dated December 11, 2024, in order to correct a structural error, which was remedied by the Reorganization Agreement (as defined below).
In
December 2024, Collab LLC became a direct, wholly owned subsidiary of the Company through the closing of a share exchange pursuant to
a Reorganization Agreement and Plan of Share Exchange dated December 30, 2024 (the “Reorganization Agreement” or “Reorganization”).
Pursuant to the Reorganization, the sole member of Collab LLC, YRQ Trust, exchanged 100% of their member interests for a total of 4,550,500
shares of the Company’s common stock. As a result, Collab LLC became a direct, wholly owned subsidiary of the Company. Collab Z
Inc. is a holding company and carries out all its operations through its subsidiaries. Collab LLC is our main operating subsidiary.
6
On January 2, 2025, YRQ Trust assigned 1,838,000
of its shares of common stock (the “Assigned Shares”) that it had received in the Reorganization to family irrevocable trusts,
friends and family members of the beneficiaries of YRQ Trust (the “Assignment”). Of the Assigned Shares, assignments of 150,000
shares to certain recipients did not close because the conditions to such assignments were not satisfied, and such shares were returned
to YRQ Trust. Following the Assignment, YRQ Irrevocable Trust owns 2,862,500 shares of common stock and 5,000 shares of Series X Preferred
Stock. The Assigned Shares, except for the 150,000 shares returned to YRQ Trust, are held directly by the recipients and are no longer
considered beneficially owned by YRQ Trust.
On
June 5, 2025, we filed a Certificate of Designation with the Secretary of State of Nevada that authorized us to issue up to
1,250,000 shares of Series B Preferred Stock with a stated value of $4.00 per share. Pursuant to a securities purchase agreement
dated May 27, 2025, we sold 75,000 shares of Series B Preferred Stock to an accredited investor for an aggregate purchase price of
$300,000. Pursuant to a securities purchase agreement dated June 24, 2025, we sold 25,000 shares of Series B Preferred Stock to an
accredited investor for an aggregate purchase price of $100,000. Pursuant to two securities purchase agreements dated July 7, 2025,
we sold 25,000 and 37,500 shares of Series B Preferred Stock to two accredited investors, for an aggregate purchase price of
$100,000 and $150,000, respectively. Pursuant to a securities purchase agreement dated July 9, 2025, we sold 37,500 shares of Series
B Preferred Stock to one accredited investor for an aggregate purchase price of $150,000. As of the date of the prospectus, we have
sold an aggregate of 200,000 shares of Series B Preferred Stock pursuant to certain securities purchase agreements described
herein.
On January 23, 2026, we filed a Certificate of Designation with the
Secretary of State of Nevada that authorized us to issue up to 10,000,000 shares of Series C Preferred Stock with a stated value of $4.00
per share. We entered into the Series C SPAs with certain accredited investors for an aggregate of 872,250 shares of Series C Preferred
Stock. Series C SPAs for 122,000 shares were subsequently rescinded prior to funding, and no shares were issued in connection therewith.
As of the date of the prospectus, an aggregate of 750,250 shares of Series C Preferred Stock have been sold and are issued and outstanding.
Upon receipt of funds by the escrow agent, the purchase price payable by the Series C Preferred Stock investors shall be deposited into
a segregated escrow account, pursuant to the terms of an escrow agreement between the Company and the escrow agent, and disbursed in accordance
therewith, which funds shall be released to the Company only upon the consummation of the offering or, upon a redemption or termination
pursuant to the Series C SPA, released to the investors in an amount equal to the principal invested plus all accrued and unpaid dividends.
As of the date of the prospectus, the Company
has $3,001,000 in principal, together with accrued interest, held in escrow pursuant to the Series C Preferred Stock subscriptions.
Corporate
Information
Our
principal executive offices are located at 2001 Addison St, Suite 300, Berkeley, CA 94704. Our website address is https://living.collabhome.io/.
The information included on our website is not part of this prospectus.
Summary
of Risk Factors
An
investment in our securities involves a high degree of risk. You should carefully consider the risks summarized below. These risks are
discussed more fully in the “ Risk Factors ” section immediately following this Prospectus Summary. These risks include,
but are not limited to, the following:
Risks
Related to the Company and Our Business
|
● |
We
are a rapidly growing company with a relatively limited operating history, which may result in increased risks, uncertainties, expenses,
and difficulties, and makes it difficult to evaluate our prospects. |
● | A
majority of our revenue is derived from property management and consulting services, which
are subject to external economic and political conditions, and a decline in those engagements
could have a material adverse effect on our financial condition and results of operations. |
|
● |
We
track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in
such metrics may harm our reputation and adversely affect our stock price, business, results of operations, and financial condition. |
|
|
|
|
● |
We
are subject to concentration risk.
|
|
● |
We
depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability
to attract and retain highly skilled employees could materially harm our business. |
7
|
● |
Our
consolidated financial statements have been prepared on a going concern basis. |
|
● |
We
have entered into certain related party transactions and may continue to rely on related parties for certain development and support
activities. |
|
● |
We
will be subject to various risks related to artificial intelligence (“AI”) and technology as we expand into the PropTech
industry. |
|
● |
Our
use of “open source” software could negatively affect our ability to provide AI-based PropTech services and subject us
to possible litigation, and our participation in open source projects may impose unanticipated burdens or restrictions. |
Risks
Related to Our Intellectual Property and Platform Development
|
● |
We
rely on third-party service providers to support our platform and information technology systems. |
Risks
Related to Our Regulatory Environment
|
● |
Our
business may be subject to a variety of U.S. financial regulations, many of which are overlapping, ambiguous and still developing,
which could subject us to claims or otherwise harm our business. |
Risks
Related to Taxation
|
● |
We
have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these
estimates or judgments are incorrect, our operating results and financial condition may be materially affected. |
|
|
|
|
● |
Changes
in tax laws could have a material adverse effect on our business, financial condition and results of operations. |
Risks
Related to This Offering and Ownership of Our Securities
● | Concentration
of ownership of our voting stock by the Controlling Group may limit the ability of new investors
to influence significant corporate decisions. |
|
● | There is no prior
public market for our common stock, and there can be no assurances that a viable public market for our common stock will develop. |
|
● | The market price
of our common stock may be highly volatile, and you could lose all or part of your investment. |
|
● |
While we are seeking to have shares of our common stock listed on Nasdaq,
there is no assurance that such securities will be listed on Nasdaq. Even if we meet the initial listing requirements of the Nasdaq Capital
Market, there can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market, a
failure that could result in a delisting of our securities. |
8
|
● |
The
requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract
and retain qualified board members. |
|
|
|
|
● |
Our
management has broad discretion as to the use of the net proceeds from this offering. |
|
● |
We
may issue additional debt and equity securities, which are senior to our common stock as to distributions and in liquidation, which
could materially adversely affect the market price of our securities. |
|
● |
Our
potential future earnings and cash distributions to our stockholders may affect the market price of our securities. |
General
Risk Factors
|
● |
We
may make decisions based on the best interests of our users to build long-term trust that may result in us forgoing short-term gains. |
|
● |
We
have less experience operating in some of the newer market verticals to which we have expanded. |
|
● |
We
may not be able to expand into new markets. |
|
● |
Damage
to our reputation could negatively impact our business, financial condition, and results of operations. |
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and we may remain an emerging growth company
for up to five years following the closing of this offering. For so long as we remain an emerging growth company, we are permitted and
intend to rely on 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, or Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute
payments not previously approved. In particular, in this prospectus, we have provided only two years of audited financial statements
and have not included all of the executive compensation-related information that would be required if we were not an emerging growth
company. 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 federal securities laws provide that an emerging growth company may 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 this exemption from new or revised
accounting standards during the period in which we remain an emerging growth company; however, we have and may adopt certain new or revised
accounting standards early.
We
would cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which
we have $1.235 billion or more in annual revenue, (ii) the date on which we first qualify as a large accelerated filer under the rules
of the Securities and Exchange Commission, or SEC, (iii) the date on which we have, in any three-year period, issued more than $1.0 billion
in non-convertible debt securities, and (iv) the last day of the fiscal year ending after the fifth anniversary of this offering.
Implications
of Being a Smaller Reporting Company
We
are a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. 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 more than $250 million 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 less than $700 million measured
on the last business day of our second fiscal quarter.
9
The
Offering
Shares
offered: |
|
5,000,000
shares of common stock (5,750,000 shares of common stock, if the underwriters exercise their over-allotment option in full) |
|
|
|
Offering
price (assumed): |
|
$4.00
per share of our common stock. |
|
|
|
Over-allotment
option: |
|
We
have granted a 45-day option to the underwriters to purchase up to 750,000 additional shares of common stock, representing 15% of
the shares of common stock sold in this offering. |
|
|
|
Shares
of common stock outstanding before the offering (1): |
|
5,151,391
shares |
|
|
|
Shares
of common stock outstanding after the offering (2): |
|
11,399,188
shares (or 12,149,188 shares of common stock, if the underwriters exercise their over-allotment option in full) |
Use
of proceeds: |
|
We estimate that the net proceeds
from the sale of the shares in the offering, at an assumed public offering price per share of $4.00, will be approximately $17.9 million
after deducting the underwriting discounts and commissions and estimated offering expenses, or $20.66 million if the underwriters exercise
their over-allotment option in full. We currently expect to use the net proceeds of this offering primarily for the following purposes:
● approximately
$4,500,000 for sales and marketing;
● approximately
$3,000,000 for system development; and
● the
remaining proceeds of approximately $10,400,000 for general corporate purposes, including capital expenditures and working capital.
|
Proposed
Nasdaq listing and symbol: |
|
We
have applied to list our common stock on the Nasdaq Capital Market under the symbol “CLBZ.” No assurance can be given
that our listing will be approved by Nasdaq or that a trading market will develop for the common stock. We will not proceed with
this offering in the event the common stock is not approved for listing on the Nasdaq Capital Market. |
10
Lock-up: |
|
We and our directors, officers, stockholders (including the holders
of shares of common stock issuable upon the automatic conversion of our outstanding SAFE agreements and Series B and Series C Preferred
Stock upon the closing of this offering) as of the effective date of the registration statement of which this prospectus is a part, and
certain persons to be designated by the Representatives prior to the offering, have agreed with the underwriters not to, without the prior
written consent of the Representatives, for a period of 180 days after the consummation of this offering, in the case of us, officers,
directors and certain stockholders; and for a period of 360 days after the consummation of this offering, in the case of certain other
stockholders, (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 classes of our
stocks or any securities convertible into or exercisable or exchangeable for any classes of our stocks; (ii) file or caused to be filed
any registration statement with the SEC, relating to the offering of any classes of our stocks or any securities convertible into or exercisable
or exchangeable for any classes of our stocks; (iii) complete any offering of debt securities, other than entering into a line of credit
with a traditional bank; 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 any classes of our stocks, whether any such transaction described in clause (i), (ii), (iii) or (iv) above
is to be settled by delivery of any classes of our stocks or such other securities, in cash or otherwise. |
|
|
|
Dividend policy: |
|
We currently intend to retain all available funds and future earnings, if any, for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Investors should not purchase our common stock with the expectation of receiving cash dividends. |
|
|
|
Risk factors: |
|
Investing in our securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “ Risk Factors ” section. |
|
|
|
Transfer Agent: |
|
The transfer agent and registrar for our common stock is Colonial Stock Transfer. |
(1) | The
number of shares of common stock outstanding before this offering excludes the following
shares: |
● | 702,974
shares of our common stock issuable upon the exercise of outstanding stock options issued
under our 2025 Plan, at a weighted-average exercise price of $2.33 per share; |
● | 60,734
shares of our common stock reserved for future issuance under our 2025 Plan, as well as any automatic increases in the number of shares
of our common stock reserved for future issuance under our 2025 Plan; and |
(2) | The
number of shares of common stock outstanding after this offering includes an aggregate of
6,247,797 shares of common stock issuable upon the closing of this offering, consisting of
the following shares: |
|
● |
5,000,000 shares of
common stock to be issued in this offering; |
● | 100,000
shares of common stock to be issued at the closing of this offering to Blake Elliot Inc.
as compensation pursuant to certain advisory agreement dated May 6, 2024; |
11
● | 8,333 shares of common stock issuable at a 75% discounted price of
$3.00 per share assuming a public offering price of $4.00, upon the automatic conversion of $25,000 of a Simple Agreement for Future Equity
(SAFE) issued by the Company in April 2023 (the “2023 SAFE”); |
● | 285,714
shares of common stock issuable upon the conversion of 200,000 shares of Series B Preferred
Stock; |
| | |
| ● | 833,611
shares of common stock issuable upon the conversion of 750,250 shares of Series C Preferred
Stock; and |
● | 20,139
shares of common stock issuable upon the conversion of accrued and unpaid dividends, as of
March 31, 2026, on the Series B Preferred Stock and Series C Preferred Stock at the closing
of this offering. |
Unless
the context otherwise requires, the information in this prospectus assumes:
|
● |
an
assumed initial public offering price of $4.00 per share; and |
|
|
|
|
● |
no exercise by the underwriters of their over-allotment option. |
Summary
Financial Information
You
should read the following summary financial information and operating data in conjunction with, and it is qualified in its entirety by
reference to, our unaudited financial statements and audited financial statements and the related notes thereto, and the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Our
summary financial information set forth below are derived from our financial statements included elsewhere in this prospectus.
All
financial statements included in this prospectus are prepared and presented in accordance with generally accepted accounting principles
in the United States, or GAAP. The summary financial information is only a summary and should be read in conjunction with the financial
statements and related notes contained elsewhere in this prospectus. The financial statements contained elsewhere fully represent our
financial condition and operations, however, our historical results are not necessarily indicative of our results in any future period
and results from our interim period may not necessarily be indicative of the results of the entire year.
| |
March 31, 2026 | | |
September 30,
2025 | |
| |
| | |
Pro Forma | | |
|
| |
Actual | | |
Pro Forma (1) | | |
As Adjusted (2) | | |
Actual | |
| |
| | |
| | |
| | |
| |
Cash | |
$ | 10,794 | | |
$ | 10,794 | | |
$ | 20,921,369 | | |
$ | 161,506 | |
Restricted cash | |
| 2,762,575 | | |
| 3,010,575 | | |
| - | | |
| - | |
Accounts receivable | |
| 1,075,911 | | |
| 1,075,911 | | |
| 1,075,911 | | |
| 353,552 | |
Due from related parties | |
| 420,578 | | |
| 420,578 | | |
| 420,578 | | |
| 383,577 | |
Total current assets | |
| 4,590,113 | | |
| 4,838,113 | | |
| 22,738,113 | | |
| 1,614,627 | |
Intangible assets, net | |
| 301,504 | | |
| 301,504 | | |
| 301,504 | | |
| 198,178 | |
Investments in joint ventures | |
| 57,237 | | |
| 57,237 | | |
| 57,237 | | |
| 57,753 | |
Total assets | |
| 5,669,618 | | |
| 5,917,618 | | |
| 23,096,854 | | |
| 2,490,483 | |
Accounts payable and accrued expenses | |
| 498,447 | | |
| 498,447 | | |
| 498,447 | | |
| 376,961 | |
Due to related parties | |
| 30,001 | | |
| 30,001 | | |
| 30,001 | | |
| 16,605 | |
Total current liabilities | |
| 589,025 | | |
| 589,025 | | |
| 563,448 | | |
| 428,566 | |
Future equity obligations | |
| 25,000 | | |
| 25,000 | | |
| - | | |
| 25,000 | |
Total liabilities | |
| 614,025 | | |
| 614,025 | | |
| 563,448 | | |
| 453,566 | |
Series C preferred stock | |
| 2,792,615 | | |
| 3,040,615 | | |
| - | | |
| - | |
Common stock subject to possible redemption | |
| 120,000 | | |
| 120,000 | | |
| - | | |
| 120,000 | |
Total stockholders’ equity | |
| 2,142,978 | | |
| 2,142,978 | | |
| 22,533,406 | | |
| 1,916,917 | |
Total liabilities, mezzanine and stockholders’ equity | |
$ | 5,669,618 | | |
$ | 5,917,618 | | |
$ | 23,096,854 | | |
$ | 2,490,483 | |
(1) |
Pro
forma balance sheet information includes the issuance of the remaining 62,000 shares of Series C Preferred Stock for a total purchase
price of $248,000 which was received in May 2026. As of March 31, 2026, the Company has already issued 688,250 shares of Series C
Preferred Stock for a total purchase price of $2,753,000, which is currently held in escrow (in addition to $9,575 in accrued interest)
and is considered within restricted cash per the pro forma balance sheet. |
(2) |
On
a pro forma as adjusted basis to give effect to the sale by us of 5,000,000 shares of common
stock in this offering at an assumed public offering price of $4.00 per share, after deducting
the estimated underwriting discounts and commissions and estimated offering expenses. The
pro forma as adjusted basis also gives effect to the following: a) 100,000 shares of common
stock to be issued at the closing of this offering to Blake Elliot Inc. as compensation pursuant
to certain advisory agreement dated May 6, 2024, b) 8,333 shares of common stock issuable
upon the automatic conversion of $25,000 at the closing of this offering pursuant to a Simple
Agreement for Future Equity (SAFE) issued by the Company in April 2023 (the “2023 SAFE”),
c) 285,714 shares of common stock issuable upon the conversion of 200,000 shares of Series
B Preferred Stock at the closing of this offering, d) the reclassification of $120,000 in
common stock subject to possible redemption to stockholders’ equity pursuant to the
Joint Venture Agreements, e) issuance of an aggregate 20,139 shares of common stock on conversion
of preferred stock dividend, and f) 833,611 shares of common stock issuable upon the conversion
of 750,250 shares of Series C Preferred Stock at the closing of this offering.
|
12
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with
the other information contained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order
of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not
constitute all of the risks that may be applicable. Any of the following factors could harm our business, financial condition, results
of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including
statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary
Statement Regarding Forward-Looking Statements.”
RISKS
RELATED TO OUR COMPANY AND OUR BUSINESS
We
are a rapidly growing company with a relatively limited operating history, which may result in increased risks, uncertainties, expenses
and difficulties, and makes it difficult to evaluate our prospects.
The
Company has a limited history upon which an evaluation of its performance and prospects can be made. There can be no assurance that we
will ever operate profitably. Our current and proposed operations are subject to all the business risks associated with new enterprises.
The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties. These include
likely fluctuations in operating results as the Company reacts to developments in its market, managing its growth and the entry of competitors
into the market. We will only be able to pay dividends on any shares once our directors determine that we are financially able to do
so.
We
may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.
We
may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth
will require, among other things, continued development of our financial and management controls and management information systems,
stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the
training of new personnel. We intend to hire additional personnel to manage our expected growth and expansion. Failure to successfully
manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.
We
engage in related party transactions, which may result in conflicts of interest involving our senior management.
We
have engaged in the past, and may continue to engage, in a substantial number of related party transactions. Related party transactions
may present conflicts of interest, could result in disadvantages to our Company and may impair investor confidence, which could materially
and adversely affect us. Related party transactions could also cause us to become materially dependent on related parties in the ongoing
conduct of our business, and related parties may be motivated by personal interests to pursue courses of action that are not necessarily
in the best interests of our Company and our stockholders. Further, the appearance of conflicts of interest created by related party
transactions could impair the confidence of our investors. In the case of transactions with affiliates, there may be an absence
of arms’ length negotiations with respect to the terms, conditions and consideration with respect to goods and services provided
to or by us. Our affiliates may economically benefit from our arrangements with related parties. If we engage in related party transactions
on unfavorable terms, our operating results will be negatively impacted.
A majority of our revenue is derived
from property management and consulting services, which are subject to external economic and political conditions, and a decline in those
engagements could have a material adverse effect on our financial condition and results of operations.
We historically earned a significant portion
of our revenue from EB-5 immigration investor management fees; however, we have not generated revenue from EB-5 investor services since
fiscal year 2024. Our revenue is now derived primarily from property management services and consulting services, the majority of which
are provided to related parties. These revenue streams are highly dependent on external economic and political factors, many of which
are beyond our control. Such factors include global or regional economic downturns, fluctuations in interest rates, reduced real estate
investment activity, foreign currency volatility, changes in trade agreements, tariffs and customs duties, and broader geopolitical instability.
Adverse economic conditions, including recessions, rising interest rates, or reduced real estate investment activity, could negatively
impact demand for our property management and consulting services.
If any of these external conditions result
in a decline in property management or consulting engagements, our revenue could decrease significantly, which would have a material
adverse effect on our business, financial condition, and results of operations.
13
We
track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such
metrics may harm our reputation and adversely affect our stock price, business, results of operations, and financial condition.
We
track certain operational metrics, which may differ from estimates or similar metrics published by third parties due to differences in
sources, methodologies, or the assumptions on which we rely. Our internal systems and tools are subject to a number of limitations, and
our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including
the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount or contain
algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be
reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our platform
is used. Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding
of certain details of our business, which could affect our long-term strategies. If our operational metrics are not accurate representations
of our business, if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these
figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to stockholder litigation, and
our business, financial results and results of operations could be adversely affected.
Our
growth plan may include completing acquisitions, which may or may not happen depending on the acquisition opportunities that are available
in the marketplace.
Our
ability to grow by acquiring companies or assets and by making investments to complement our existing businesses will depend upon the
availability of suitable acquisition candidates. If we are unable to find suitable acquisition candidates, if we are unable to attract
the interest of such candidates, or if we are unable to successfully negotiate and complete such acquisitions, that could limit our ability
to grow.
We
may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions
and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of
operations.
We
may in the future acquire or invest in businesses, offerings, technologies, or talent that we believe could complement or expand our
existing product offerings, enhance our technical capabilities, or otherwise offer growth opportunities. The pursuit of future potential
acquisitions and investments may divert the attention of management and cause us to incur significant expenses related to identifying,
investigating, and pursuing suitable acquisitions and investments, whether or not they are consummated. Furthermore, even if we successfully
acquire or invest in additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number
of factors, including, without limitation:
|
● |
unanticipated
costs or liabilities associated with the acquisition, including claims related to the acquired company, its product offerings, or
technology; |
|
● |
the
incurrence of acquisition-related or investment-related expenses, which would be recognized as a current period expense; |
|
● |
inability
to generate sufficient revenue to offset acquisition or investment costs; |
|
● |
inability
to maintain relationships with customers and partners of the acquired business; |
|
● |
challenges
maintaining quality and security standards consistent with our brand; |
|
● |
inability
to identify security vulnerabilities in acquired technology; |
|
● |
inability
to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture; |
|
● |
the
need to integrate or implement additional controls, procedures, and policies; |
|
● |
challenges
caused by distance and cultural differences; |
|
● |
harm
to our existing business relationships with business partners as a result of the acquisition or investment; |
|
● |
potential
loss of key employees; |
|
● |
use
of resources that are needed in other parts of our business and diversion of management and employee resources; |
14
|
● |
unanticipated
complexity in accounting requirements; |
|
● |
use
of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; and |
|
● |
disputes
that may arise out of earn-outs, escrows, and other arrangements related to an acquisition of a company. |
Acquisitions
also increase the risk of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations,
arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition
process.
We
may have to pay cash, incur additional debt, or issue equity to pay for any future acquisitions or investments, each of which could adversely
affect our financial condition. The sale of equity to finance any future acquisitions or investments could result in dilution to our
stockholders. The incurrence of additional indebtedness would result in increased fixed obligations and could also include additional
covenants or other restrictions that would impede our ability to manage our operations. Any of the foregoing could adversely affect our
business, financial condition, and results of operations.
We
may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration
partners fund the development and commercialization of our products. If we are unable to raise capital when needed, we may be forced
to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.
We
may need to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing
or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, and such
financings may involve restrictive covenants and/or high interest rates. Regarding accessing additional funds through collaboration and
licensing arrangements, it may be necessary to relinquish some rights to our products, processes, and technologies or to grant licenses
on terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional
strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more
of our research or development programs, or curtail some of our commercialization efforts. We may seek to access the public or private
equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.
We
depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability
to attract and retain highly skilled employees could materially harm our business.
Our
success depends largely upon the continued high performance of our executive team and other employees. We rely on our executive team
for leadership in critical areas of our business, including product development, engineering, marketing, security, business development,
and general and administrative functions. The loss of one or more of our executives or key employees would have an adverse effect on
our business. From time to time, there may be changes in executives due to hiring or departures, which could disrupt our business. We
do not have employment agreements with executives or other key personnel that require them to continue to work for us for any specified
period and, therefore, they could terminate their employment at any time.
Our
management team has limited experience managing a public company.
Our
management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with
the increasingly complex laws pertaining to public companies. These new obligations and constituents require significant attention from
our management team and may divert their attention away from the day-to-day management of our business, which could harm our business,
results of operations, and financial condition.
15
The Controlling
Group will hold significant voting power following this offering, which will limit the ability of new investors to influence corporate
decisions.
Following this offering,
the Controlling Group will hold significant voting power over our outstanding voting stock due to the Series X Preferred Stock’s
super-voting rights. Although the Controlling Group will not hold more than 50% of the total voting power of our capital stock and we
will not be a “controlled company” within the meaning of Nasdaq corporate governance standards, the Controlling Group will
nonetheless hold substantial influence over matters submitted to a vote of stockholders, including the election and removal of directors
and any merger or other significant corporate transactions. This concentration of voting power could discourage, delay, or prevent a
change in control of our Company, which could deprive our stockholders of an opportunity to receive a premium for their shares as part
of a sale of our Company.
Because the Controlling
Group holds substantial voting power through the Series X Preferred Stock’s super-voting rights, new investors in this offering
will have limited ability to influence corporate decisions, even though we will not be a “controlled company” under Nasdaq
rules and will be subject to all of Nasdaq’s corporate governance requirements, including the requirements for a majority independent
board of directors, fully independent nominating and governance and compensation committees, and annual performance evaluations of such
committees.
We rely on a limited number of key personnel and face stiff competition
for qualified personnel, and the loss of any of these individuals could harm our business.
Our success depends on
the expertise and experience of a small team of professionals. The loss of any key personnel could delay project approvals, disrupt investor
relations, or otherwise impair our ability to operate effectively. We have not obtained key-man life insurance policies on these individuals.
The loss of any of its executives’ services could cause investors to lose confidence in our business.
Further, our future
success will also depend on our ability to retain and motivate other highly skilled employees. To execute our growth plan, we must attract
and retain highly qualified personnel. Competition for qualified personnel is intense, especially for engineers experienced in designing
and developing online and mobile products. We have experienced and we expect to continue to experience difficulty in hiring and retaining
employees with appropriate qualifications. To attract and retain top talent, we have had to offer, and we believe we will need to continue
to offer competitive compensation and benefits packages. We may not be able to retain its key employees or attract, assimilate or retain
other highly qualified employees in the future. If we do not succeed in attracting new personnel or retaining and motivating our current
personnel, our business, financial condition, and results of operations could be materially and adversely affected.
Our consolidated
financial statements have been prepared on a going concern basis and we must raise additional capital to fund our operations to continue
as a going concern.
Note 2 to our consolidated financial statements
for the fiscal years ended September 30, 2025 and 2024 included elsewhere in this prospectus states that the financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company had $10,794 and $161,506 in cash and $420,578 and $383,577 in amounts due from related parties as of
March 31, 2026, and September 30, 2025, respectively. The Company is heavily reliant on related parties as its primary revenue and cash
flow sources and has historically generated revenues from sources that may not be recurring. We are an early-stage company and as a result
we expect to incur significant costs to expand our operations and conduct our business plan, which may result in future losses if it
cannot effectively market its products and achieve market acceptance.
While
property management fee is our recurring source of revenue, our future business success is dependent on our ability to generate cash
from our operating activities or to raise additional capital to finance our operations. There is no assurance that we will succeed in
obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all. The perception that we might be unable
to continue as a going concern may also make it more difficult to obtain financing for the continuation of our operations on terms that
are favorable to us, or at all, and could result in the loss of confidence by investors, suppliers and employees. Our consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to continue as a going
concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated
financial statements, and it is likely that our investors will lose all or a part of their investment.
16
We
have entered into certain related party transactions and may continue to rely on related parties for certain business activities .
Our reliance on related parties for a substantial portion of our revenue from transactions with related parties creates risks to our
business, financial condition and results of operations.
We have engaged in the past, and may continue
to engage, in a substantial number of related party transactions. During the three months ended March 31, 2026 and 2025, 50% and 74%,
respectively, of our total revenue was generated from transactions with related parties. During the six months ended March 31, 2026 and
2025, 62% and 65%, respectively of our total revenue were generated from transactions with related parties. For additional information
related to this and other related party transactions, please see the section entitled “ Current Relationships and Related Party
Transactions. ” Such related party transactions may not have been entered into on an arm’s-length basis, and we may have
achieved more favorable terms because such transactions were entered into with our related parties. We rely on, and will continue to
rely on, our related parties to earn revenues. If our related parties cease to demand real estate services from us, including by terminating
agreements with us, we may be unable to obtain other sources of revenue on the same terms without disruption to our business. This could
have a material effect on our business, results of operations and financial condition. In addition, a significant reliance on related
parties for revenue may not reflect our ability to generate revenue from unaffiliated third parties, which could hinder our ability to
grow or diversify our customer base.
We
will be subject to various risks related to artificial intelligence (“AI”) and technology as we expand into the PropTech
industry.
As we plan to expand
to the PropTech industry in the future and transition ourselves from a standard property developer to a tech, AI-based innovator, we
believe we will become subject to various risks related to AI and technology, including the following:
|
● |
AI
and AI-related markets are still in their infancy in comparison to other widely used software types, and it is unclear whether AI
and AI-related markets will continue to grow. The success of our AI-based PropTech services will depend on the willingness of developers
and other real estate industry participants to increase their use of AI. |
|
● |
AI
is a fast growing industry and we must successfully adapt and manage technological advances in AI and AI-related markets, as well
as effectively compete with the emergence of additional competitors in the industry in order to maintain and grow our AI-based PropTech
business. Thus, the success of our AI-based PropTech business depends in large part on our ability to keep pace with rapid technological
changes in the development and implementation of AI products and services. |
|
● |
Failure
to attract and retain additional qualified personnel in the AI field could also prevent us from executing our business strategy and
growth plans. |
|
● |
The
information that AI learns may include highly confidential information. In the unlikely event of a leakage of such confidential information,
our credibility may be negatively impacted, which may affect our business, operating results, and financial condition. |
|
● |
AI
algorithms heavily rely on data for training and decision-making. However, the quality, completeness, and accuracy of real estate
data can be inconsistent. Incomplete or biased data can lead to flawed predictions and suboptimal outcomes. Also, AI models can inadvertently
perpetuate biases present in historical data. In real estate, this could lead to discriminatory practices related to property valuation,
tenant selection, or mortgage approvals. |
|
● |
Handling
sensitive personal information (e.g., financial records, property details) requires robust privacy safeguards. Data breaches or misuse
could harm individuals and erode trust in AI-driven real estate solutions. |
|
● |
While
AI models can excel in specific tasks (e.g., property valuation, demand prediction), scaling them across diverse markets or adapting
them to unique local contexts remains a challenge. Real estate markets vary significantly by location, property type, and regulations.
AI models must adapt to local nuances. A one-size-fits-all approach may not work. Customization for individual properties or regions
is essential. |
|
● |
Developing,
deploying, and maintaining AI systems involve significant costs. Small real estate businesses may struggle to afford AI solutions,
limiting their access to advanced technology. |
|
● |
Real
estate markets are influenced by economic cycles, geopolitical events, and unforeseen crises. AI models trained on historical data
may struggle to predict sudden shifts or adapt to unprecedented situations. |
|
● |
Beyond
technical challenges, ethical dilemmas arise. For instance, should AI prioritize profit over community well-being? Balancing commercial
interests with societal impact is an ongoing debate. |
Relying
on external AI technologies could lead to issues such as service disruptions or changes in licensing terms.
We
use AI technologies licensed from third parties in our technologies, and our ability to continue to use such technologies at the scale
we need may be dependent on access to specific third-party software and infrastructure. We cannot control the availability or pricing
of such third-party AI technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic
terms with the applicable providers. If any such third-party AI technologies become incompatible with our solutions or unavailable for
use, or if the providers of such models unfavorably change the terms on which their AI technologies are offered or terminate their relationship
with us, our solutions may become less appealing to our customers, and our business will be harmed. In addition, to the extent any third-party
AI technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt
our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings
for which we may be unable to recover damages from the affected provider.
17
Our
reliance on specific third-party AI providers, or the specialized integrations we build around them, may limit our ability to switch
to alternative solutions quickly. Contractual obligations, proprietary APIs, or a need to retrain models on different platforms could
result in prohibitively high switching costs. This limitation can reduce our negotiating leverage, preventing us from securing more favorable
pricing or service levels from the current or competing vendors. If we are unable to pivot to alternative providers when market conditions
or technology trends shift, our platform’s evolution and our competitive position could be constrained.
If
our AI functionality is powered by external platforms, we rely on those vendors to maintain robust cybersecurity measures and adhere
to strict data privacy standards. Despite best efforts, third-party providers could still experience data breaches, system intrusions,
or other security incidents beyond our direct control. Any such compromise of our vendors’ systems can lead to unauthorized access
or misuse of data and potentially give rise to legal claims or regulatory inquiries. Additionally, if an external provider fails to meet
evolving privacy or security regulations, it could expose us to liability and operational risks through no direct fault of our own.
We
are exposed to risks related to the adoption and use of artificial intelligence.
We
are subject to various risks associated with the adoption and utilization of AI technologies by both our company and our competitors.
The inherent complexity and rapid evolution of AI technology may hinder our ability to effectively implement these capabilities, potentially
leading to significant costs without corresponding benefits to our business or customer value. Our AI implementations may result in errors
or unintended outcomes due to algorithmic flaws, inadequate training data, or inherent biases, which could expose us to liability and
reputational damage. Additionally, we face competitive risks if our adoption of AI or other machine learning technologies is not done
timely or as effective as that of our competitors. AI technology also presents unique challenges related to data privacy,
cybersecurity, and ethical considerations, which could impact our business operations. The regulatory landscape is continuously evolving,
with new laws and regulations being proposed or enacted in various jurisdictions. Compliance with these diverse requirements
could increase our operational costs, and any actual or perceived regulatory violations could subject us to enforcement
actions, penalties, and reputational harm. The combined effect of these interrelated risks could materially and adversely affect our
business operations, financial condition, and competitive position.
The
technologies or models we rely upon may undergo major updates or shifts while our AI features are already live in the market. Such updates
could force us to retrain or redeploy our own AI systems at inopportune times, increasing our costs and delaying upgrades or product
releases. Furthermore, the vendor might unexpectedly discontinue certain features or stop supporting the version on which our platform
depends. Any such mid-deployment disruption could result in downtime, diminished accuracy or usability, and ultimately damage our brand
reputation and customer experience.
Use
of AI-based chatbots, automated email systems, or virtual assistants to communicate with tenants risks generating inaccurate, misleading,
or even non-compliant messages, especially if trained on incomplete or biased data. When automated interactions fail to handle tenant
needs or provide incorrect information, it can cause confusion and frustration, and may even give rise to disputes or legal liabilities
under consumer-protection or housing regulations. Reliance on AI to handle real-time tenant communication may also reduce our ability
to detect and correct errors quickly, exposing us to reputational harm if the tenant experience deteriorates.
A
number of larger, well-funded companies in the real estate and property-technology sectors are simultaneously investing in or building
their own AI solutions. These organizations often possess more resources and larger datasets, giving them an inherent advantage in rapidly
developing and refining powerful AI tools. Their scale can also allow them to enter the market more aggressively. If we cannot match
the pace or sophistication of these bigger players, our competitive position and market share could be adversely affected, and we may
face increased pressure to invest heavily in research and development or enter into less favorable partnerships to remain competitive.
18
Our
use of “open-source” software could negatively affect our ability to provide AI-based PropTech services and subject us to
possible litigation, and our participation in open-source projects may impose unanticipated burdens or restrictions.
We use open-source software in our AI-based PropTech services, including
as incorporated into software we receive from third-party commercial software vendors, and expect to continue to use open-source software
in the future. Use of open-source software may entail greater risks than use of third-party commercial software. The terms of many open-source
licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes
unanticipated conditions or restrictions on our ability to market or commercialize our products. We may face claims from others alleging
breach of license requirements or infringement of intellectual property rights in what we believe to be licensed open-source software.
In addition, under the terms of some open-source licenses, under certain conditions, we could be required to release our proprietary source
code that was developed using, incorporating or linked open-source, or apply open-source licenses to our proprietary software, including
authorizing further modification and redistribution. These claims or requirements, including any change to the applicable license terms,
could also result in litigation, require us to purchase a costly license, require us to devote additional research and development resources
to change our offerings, or require us to cease offering the implicated services unless and until we can find alternative tools or re-engineer
them to avoid infringement or release of our proprietary source code, any of which would have a negative effect on our business and operating
results. Some open-source software may include generative AI software or other software that incorporates or relies on generative AI. The
use of such software may expose us to risks as the intellectual property ownership and license rights, including copyright,
of generative AI software and tools, has not been fully interpreted by U.S. courts or been fully addressed by federal or state regulation.
In addition to risks related to license requirements, usage of open-source software can lead to greater risks than
use of third-party commercial software, as open source licensors generally do not provide updates, warranties, support,
indemnities, assurances of title or controls on origin of the software, or other contractual protections regarding infringement claims
or the quality of the code. Likewise, some open-source projects have known security and other vulnerabilities and architectural
instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an “as-is”
basis. Many of these risks associated with usage of open-source software could be difficult to eliminate or manage, and could, if not
properly addressed, negatively affect the performance of our offerings and our business.
Certain
open-source licenses (for example, GNU GPL or AGPL) can impose copyleft obligations, which mandate that any derivative works, including
sections of our proprietary code, must be licensed under the same open-source terms. If our team inadvertently integrates this code with
our proprietary software in a manner that triggers these obligations, we could be forced to disclose valuable internal source code or
re-license parts of our platform. Such an event could undermine the uniqueness of our technology, erode our competitive advantage, and
in some cases, lead to contractual disputes or legal action from third parties who believe we violated the license terms.
We
bear responsibility for implementing security patches and fixes in a timely manner across all relevant systems. If we fail to promptly
address known open-source security flaws, whether out of oversight, insufficient resources, or incompatible code dependencies, our platform
could become vulnerable to exploits. Even short delays in applying critical updates could result in data breaches, system outages, or
compromised user information, leading to reputational harm, regulatory scrutiny, or legal liabilities.
An
open-source software project we use might change its license terms, or if ongoing legal challenges redefine what constitutes fair use
of the code. Such shifts, especially if it affects a fundamental component of our platform, could force us to re-engineer substantial
parts of our technology under time constraints, or expose us to claims from licensors or users who assert that our software violates
revised license conditions.
We
might be exposed to potential financial liabilities as a result of receiving minimum rental guarantees.
We
have a minimum rental guarantee for certain managed properties whereby the Company will pay the difference between the collected rent
and the minimum rent guarantee. The minimum rental guarantees expose Collab Z Inc. to potential financial liabilities if the properties
under management fail to generate the guaranteed minimum revenue. While the historical performance and current market conditions have
not necessitated shortfall payments, changes in market dynamics and economic downturns could lead to significant financial obligations
under these guarantees. These conditions could impact our financial position and require careful management and continuous market analysis
to mitigate potential risks associated with these guarantees.
19
Our
revenue from our management agreements depends on timely payments, performance based bonuses and project decisions which are beyond our
control.
Our
management agreements provide that base fees may be paid either monthly or upon completion of specific services. This structure exposes
us to the risk of delayed payments, which could negatively impact our cash flow and financial condition. While we have the right to terminate
agreements if fees remain unpaid for more than 30 days, there is no guarantee that we will be able to recover outstanding amounts, and
termination may limit future business opportunities. Additionally, our agreements allow for performance-based bonuses, which are subject
to the discretion of project developers and owners. As a result, we may not receive the full bonus amounts if actual performance calculations
differ from initial projections or if developers elect not to pay discretionary bonuses.
Furthermore,
as a consultant in the development phase, we do not control key aspects of the projects, including financial performance, construction
quality, or the completion schedule. Decision-making authority rests with the developers and owners, and any delays, cost overruns, or
project failures could impact our expected compensation or business reputation. If we are unable to effectively manage these risks, our
financial performance and growth prospects could be adversely affected.
Our transition toward a property management-focused
business model may result in revenue volatility and operational challenges.
We anticipate a significant transition in
our business model, shifting our focus toward community-based property management and phasing out or significantly scaling down other
business activities, including EB-5 immigration investor services, development, renovation management, and procurement services, which
accounted for approximately 37% of our total revenue in the fiscal year ended September 30, 2024, generated no revenue during the fiscal
year ended September 30, 2025 or during the six months ended March 31, 2026. While we believe this strategic shift will enhance long-term
sustainability and market differentiation, it poses several risks that could adversely impact our financial performance and operational
efficiency.
As we phase out EB-5 immigration investor
services, which accounted for approximately 0% of our total revenue in the six months ended March 31, 2026, 0% in the fiscal year 2025,
and 37% in the fiscal year 2024, we may continue to experience revenue volatility during the transition. Although EB-5 immigration
investor services has not contributed revenue recently, there is no guarantee that the growth of our property management services will
fully compensate for the revenue lost from these discontinued segments in the near term. If our property management division does not
scale at the anticipated rate, we may face prolonged revenue shortfalls, which could adversely affect our profitability and cash flow.
Additionally, to support the expansion of
our property management services, we will need to allocate substantial financial, technological, and human resources, including the continued
development of our CollabAPP platform. There is a risk that these resources may be insufficient or that the reallocation may lead to
inefficiencies or underperformance. If we are unable to successfully execute this transition, it could negatively impact our overall
business performance, competitive position, and shareholder value. Moreover, our ability to implement these changes effectively will
depend on evolving market conditions, regulatory developments, and customer demand, which may not align with our expectations.
We
have entered and may continue to enter into joint ventures that will expose us to increased operating risks.
As
part of our growth strategy, we have also entered into joint venture arrangements intended to complement or expand our business and will
likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations,
as well as the risk that our relationships with our joint venture partners do not succeed in the manner that we anticipate.
RISKS RELATED TO
OUR EB-5 INVESTOR SERVICES
Although we have
not generated revenue from EB-5 immigration investor services since the fiscal year ended September 30, 2024, and intend to continue
to phase out such services, we continue to provide certain EB-5-related consulting services to related parties and retain exposure to
the risks described below in connection with our historical and residual EB-5 activities.
The success of
the EB-5 program depends on compliance with evolving USCIS requirements, which may be subject to change.
The EB-5 program
is governed by regulations and policies enforced by United States Citizenship and Immigration Services (“USCIS”). Changes
to requirements, such as job creation thresholds, investment amounts, or geographic restrictions for Targeted Employment Areas, could
reduce demand for EB-5-related consulting services that we continue to provide and may adversely affect any future EB-5 activities we
undertake..
Investors may face
significant risks related to their immigration status and financial investments.
Investors who have
participated through projects we previously identified or facilitated relied on our services to ensure compliance. If an investor’s
visa petition is denied due to issues with a selected project, such as insufficient job creation or non-compliance with business plans,
the investor may lose their immigration benefits and financial investment. Such outcomes may lead to dissatisfaction with our services
and potential legal claims, even though we are no longer actively providing EB-5 investor services.
The success of
our business relies heavily on third-party project operators and developers.
To the extent we
have previously assisted EB-5 investors or continue to provide EB-5-related consulting services, our reputation depends on the performance
of third-party project operators. Delays, cost overruns, or operational failures in projects we have recommended could result in the inability
to meet USCIS requirements or achieve financial returns for investors. Although we conduct due diligence, we cannot control the execution
of these projects, which exposes our business to reputational and financial risks.
20
Economic,
political, or legal changes could adversely impact the EB-5 program and our business operations.
Changes
in federal immigration policy, economic downturns, or shifts in foreign relations could negatively affect the EB-5 program’s attractiveness
to international investors. For example, increased restrictions on immigration or changes to the EB-5 program’s terms may reduce
investor interest and impact our ability to operate successfully.
The EB-5 Immigrant
Investor Program’s Regional Center component is currently authorized by statute only through September 30, 2027. If Congress does
not extend or reauthorize the Regional Center program before that date, the program would lapse. In the event of a lapse, new regional
center-based EB-5 offerings could be suspended, investor filings could decline, and capital formation activity in the EB-5 sector could
materially slow or cease, subject to any grandfathering or transition provisions that may be enacted. Although prior lapses have resulted
in temporary reauthorizations and certain investor protections, there can be no assurance that similar legislative action would occur
in the future. Because the Company has historically derived revenue from, and continues to provide certain consulting services to participants
in the EB-5 industry, a termination or prolonged suspension of the Regional Center program could reduce overall EB-5 activity and demand
for the Company’s residual EB-5-related services, which could adversely affect the Company’s revenues, financial condition,
and results of operations. Furthermore, current statutory grandfathering protections requiring the government to continue adjudication
of certain petitions apply only to qualifying investor petitions filed on or before September 30, 2026. If the Regional Center program
is not reauthorized prior to that date, or if Congress does not enact corrective or transitional legislation extending similar protections
to later-filed petitions, prospective investors may delay or forgo filing new petitions due to uncertainty regarding program continuity.
Such uncertainty could materially reduce new investor filings and overall EB-5 market activity, which could adversely affect demand for
the Company’s EB-5-related consulting services.
Changes to immigrant
visa processing policies—including temporary pauses, country-specific restrictions, or additional screening requirements—could
reduce or delay EB-5 investor demand. If the U.S. Department of State were to impose restrictions affecting countries that historically
account for a significant share of EB-5 investors, including India or China, or otherwise impose additional delays in immigrant visa
processing, investor demand for EB-5 offerings could decline.
Although we have substantially phased out
our EB-5 immigration investor services and have not generated revenue from such services since the fiscal year ended September 30, 2024,
any reduction in investor participation in the EB-5 program generally, increased uncertainty regarding visa availability, or prolonged
processing times could adversely affect demand for consulting services we provide to projects that have historically utilized EB-5 capital
and, as a result, could adversely impact the Company’s revenue, financial condition, and results of operations.
The
illiquid nature of EB-5 investments may deter potential investors.
Investments made
under the EB-5 program are typically illiquid and cannot be easily sold or transferred. This lack of liquidity may discourage some potential
investors from participating in any EB-5 projects with which we are or have been associated, which could limit demand for residual EB-5-related
consulting services or expose us to claims from dissatisfied investors.
We
may face conflicts of interest in our relationships with project operators.
Our
relationships with project operators or developers may create conflicts of interest, particularly if those operators are affiliates or
entities in which we have financial interests. Such conflicts may result in questions regarding the impartiality of our recommendations
and could damage our reputation.
21
RISKS
RELATED TO OUR INTELLECTUAL PROPERTY AND PLATFORM DEVELOPMENT
We
may implement new lines of business or offer new products and services within existing lines of business.
As
an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated
with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business
and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development
of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible.
We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those
new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less
advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results
of operations may be adversely affected.
If
we are unable to maintain the quality of our products, expand our product offerings or continue technological innovation and improvements,
our prospects for future growth may be harmed.
We believe our success depends on users’
finding our product offerings to be of value to them. Our ability to attract and engage users depends, in part, on our ability to successfully
expand our product offerings and geographic reach. To enter new markets, we will need to develop a deep understanding of those new markets
and the associated business challenges faced by participants in them. Developing this level of understanding may require substantial
investments of time and resources, and we may not be successful. In addition to the need for substantial resources, government regulation
could limit our ability to introduce new product offerings. If we fail to expand into new markets successfully, our revenue may grow
at a slower rate than we anticipate, and our business, financial condition and results of operations could be materially adversely affected.
We must also continue to innovate and improve our technology and product offerings to continue future growth and successfully compete
with other companies in our markets, or our brand and future growth could be materially adversely affected.
In addition, the market for community-based property management solutions
and PropTech platforms is rapidly evolving, fragmented and highly competitive. Competition in this market has intensified, and we expect
this trend to continue both traditional property management firms and technology-driven competitors expand their offering. There are many
established and emerging PropTech companies and traditional property management firms providing a range of services to property owners
and tenants. If we fail to successfully anticipate and identify new trends, technologies and emerging competitors, and provide responsive,
technology-enabled service, our ability to attract property owners and tenants may suffer, which would harm our business, financial condition,
and results of operations.
We
are making substantial investments in new product offerings and technologies and expect to increase such investments in the future. These
efforts are inherently risky, and we may never realize any expected benefits from them.
We
have made substantial investments to develop new product offerings and technologies, including our data infrastructure and our matching
engine, and we intend to continue investing significant resources in developing new technologies, tools, features, services, products,
and product offerings. We expect to increase our investments in these new initiatives in the near term, which may result in lower margins.
We also expect to spend substantial amounts as we seek to grow the verticals in which we operate our platform and increase our scale
and expand our offerings to additional geographic markets. If we do not spend our development budget efficiently or effectively on commercially
successful and innovative technologies, we may not realize the expected benefits of our strategy. Our new initiatives also have a high
degree of risk, as each involves strategies, technologies, and regulatory requirements with which we have limited or no prior development
or operating experience. There can be no assurance that demand for such initiatives will exist or be sustained at the levels that we
anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset
any new expenses or liabilities associated with these new investments. It is also possible that product offerings developed by others
will render our product offerings non-competitive or obsolete. Further, our development efforts for new product offerings and technologies
could distract management from current operations and will divert capital and other resources from our more established product offerings
and technologies. Even if we are successful in developing new product offerings or technologies, regulatory authorities may subject us
to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully commercializing
new product offerings or technologies. If we do not realize the expected benefits of our investments, our business, financial condition
and operating results may be harmed.
22
Our new products could fail to achieve
the sales projections we expected.
Our
growth projections assume that with an increased advertising and marketing budget, our products will be able to gain traction in the
marketplace at a faster rate than our current products. Our new products may fail to gain market acceptance for any number of reasons,
including misjudged customer demand, pricing, positioning, distribution, or competitive responses. If our new products fail to achieve
significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.
The
development and commercialization of our products are highly competitive.
We
face competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major
companies, some publicly listed, in the United States. Many of our competitors have significantly greater financial, technical,
and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better
equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified
personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors or disruptors, particularly
through collaborative arrangements with large and established companies and/or some of our competitors. Accordingly, our competitors
may commercialize products more rapidly or effectively than we can, which would adversely affect our competitive position, the likelihood
that our products and services will achieve initial market acceptance and our ability to generate meaningful additional revenues from
our products.
We
must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new features to meet those changes,
and respond to competitive innovation.
Consumer
preferences may result in the need for our products to change continually. Our success depends on our ability to predict, identify, and
interpret the tastes and habits of consumers and to offer products that appeal to consumer preferences. If we do not offer products that
appeal to consumers, our sales and market share will decrease. We must distinguish between short-term fads, mid-term trends, and long-term
changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail
to introduce new and improved products to satisfy those preferences, our sales could decline. If we fail to expand our product offerings
successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand
for our products could decrease, which could materially and adversely affect our product sales, financial condition, and results of operations.
In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line
extensions.
Successful
innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary
intellectual property rights, and avoid infringing the intellectual property rights of others and failure to do so could compromise our
competitive position and adversely impact our business.
We
rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain
and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would
harm our business, financial condition, and results of operations.
We
analyze first-party data from users and may leverage third-party data to understand property performance, tenant needs, and market conditions.
The data we use in operating and improving our platform is critical to the experience we provide for our users. If we are unable to maintain,
grow and efficiently handle the data provided to us, the value that we provide to users and the quality of our property management services
may be limited. In addition, if we do not maintain the quality, accuracy and timeliness of this information, user experience may suffer,
which would harm our business, financial condition, and results of operations.
23
Seasonal
fluctuations and other market data in the investment real estate industry could adversely affect our business and make comparisons of
our quarterly results difficult.
Our
revenue and profits have historically tended to be significantly higher in the second half of each year than in the first half of the
year. This is a result of a general focus in the real estate industry on completing or documenting transactions by the calendar year-end
and because certain of our expenses are relatively constant throughout the year. This historical trend can be disrupted both positively
and negatively by major economic, regulatory, or political events impacting investor sentiment for a particular property type or location,
current and future projections of interest rates and tax rates, the attractiveness of other asset classes, market liquidity and the extent
of limitations or availability of capital allocations for larger institutional buyers, to name a few. As a result, our historical pattern
of seasonality may or may not continue to the same degree experienced in the prior years and may make it difficult to determine, during
the course of the year, whether planned results will be achieved, and thus to adjust to changes in expectations.
Any
insurance coverage we have might not be sufficient and uninsured losses may occur.
We
maintain minimum insurance coverage to protect us against a broad range of risks, at levels we believe are appropriate and consistent
with current industry practice. Our objective is to exclude or minimize the risk of financial loss at a reasonable cost.
Nevertheless,
we could still be subject to risks in the following areas, among others:
|
● |
losses
that might be beyond the limits, or outside the scope, of coverage of our insurance and that may limit or prevent indemnification
under our insurance policies; |
|
● |
inability
to maintain adequate insurance coverage on commercially reasonable terms in the future; |
|
● |
certain
categories of risks are currently not insurable at a reasonable cost; and |
|
● |
no
assurance of the financial ability of the insurance companies to meet their claim payment obligations. |
Any
one or more of these events could have an adverse effect on our business, financial position, profit, and cash flow.
Additionally,
we cannot be certain that our insurance coverage will be adequate for data security liabilities incurred, will cover any indemnification
claims against us relating to any incident, will be available to us on economically reasonable terms, or at all, or that any insurer
will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available
insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible
or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations. Moreover,
certain elements of our business model are novel and insurance industry may have difficulty underwriting the risks associated with our
business. Therefore, our insurance providers might charge high premiums or do not offer insurance at all for certain risks we expect
to incur.
We
rely on third-party service providers to support our platform and information technology systems.
We
rely on third-party service providers to provide critical services that help us deliver our products and operate our business, including
hosting our platform. These providers may support or operate critical business systems for us or store or process the same sensitive,
proprietary, and confidential information we handle. We do not have a redundant network or rapid disaster recovery capabilities in most
cases for the services provided by third-party service providers. These service providers may not have adequate security measures and
could experience a security incident that compromises the confidentiality, integrity, or availability of the systems they operate for
us or the information they process on our behalf. Such occurrences could adversely affect our business to the same degree as if we had
experienced these occurrences directly and we may not have recourse to the responsible third-party service providers for the resulting
liability we incur.
Any
significant disruption to the infrastructure of our third-party service providers and/or any changes in our third-party service providers’
service levels may significantly impact our business operations, including making our platform unavailable to our users. A lengthy interruption
in the availability of our platform would result in a loss of matches with our lenders and corresponding revenue, which would impact
our operating results and cash flow. In addition, it would negatively impact search engine ranking, user experience and our reputation
with our lenders. Furthermore, if any of our agreements with our third-party service providers are terminated, we may experience significant
costs or downtime in connection with the transfer to, or the addition of, new hosting providers. Although alternative providers could
host our platform on a substantially similar basis, such a transition could potentially be disruptive, and we could incur significant
costs in connection therewith.
24
We rely on operating system providers to
support our platform, some of which contain open-source software, which may pose particular risks to our proprietary software, products,
and services in a manner that could negatively affect our business.
The success of our platform depends upon the
effective operation of certain mobile operating systems, networks and standards that are run by operating system providers and app
stores, or Providers. The Providers may and we may use open-source software in our platform and anticipate continuing to use
open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of
their software product to publicly disclose all or part of the source code of such software product or to make available any
derivative works of the open-source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of
certain open-source licenses to which we are subject have not been interpreted by the U.S. or foreign courts, and there is a risk
that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our
ability to provide or distribute our products or services. Additionally, we could face claims from third parties claiming ownership
of, or demanding release of, the open-source software or derivative works that we develop using such software, which could include
our proprietary source code or otherwise seeking to enforce the terms of the applicable open-source license. These claims could
result in litigation and could require us to make our software source code freely available, purchase a costly license or cease
offering the implicated products or services unless and until we can re-engineer such source code to eliminate the use of such
open-source software. This re-engineering process could require us to expend significant additional research and development
resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license
requirements, the use of certain open-source software can lead to greater risks than the use of third-party commercial software, as
open-source licensors generally do not provide warranties, assurance of title or controls on the origin or operation of the
open-source software, which are risks that cannot be eliminated, and could, if not properly addressed, negatively affect our
business. We cannot be sure that all of our use of open-source software is in a manner that is consistent with our current policies
and procedures or will not subject us to liability. Any of these risks could be difficult to eliminate or manage, and, if not
addressed, would negatively affect our business, financial condition, and operating results.
We
may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which
may disrupt our business and harm our financial results.
We
license third-party software and other intellectual property for use in connection with our platform, including for various third-party
product integrations with our platform. Our third-party licenses typically limit our use of intellectual property to specific uses and
include other contractual obligations with which we must comply. These licenses may need to be renegotiated or renewed from time to time,
or we may need to obtain new licenses in the future. Third parties may stop adequately supporting or maintaining their offerings or they
or their technology may be acquired by our competitors. If we are unable to obtain licenses to third-party software and intellectual
property on reasonable terms or at all, the functionalities available through our platform may be adversely impacted, which could in
turn harm our business. Further, if we or our third-party licensors were to breach any material term of a license, such a breach could,
among other things, prompt costly litigation, result in the license being invalidated and or result in fines and other damages. If any
of the following were to occur, it could harm our business, financial results, and our reputation.
We
also cannot be certain that our licensors are not infringing the intellectual property rights of others or that our licensors have sufficient
rights to the intellectual property to grant us the applicable licenses. Although we seek to mitigate this risk contractually, we may
not be able to sufficiently limit our potential liability. If we are unable to obtain or maintain rights to any of this intellectual
property because of intellectual property infringement claims brought by third parties against our licensors or against us, our ability
to provide functionalities through our platform using such intellectual property could be severely limited and our business could be
harmed. Furthermore, regardless of the outcome, infringement claims may require us to use significant resources and may divert management’s
attention.
Our reliance on communication platform
from third parties may adversely affect our business and results of operations.
We rely on communication platforms from third parties, such as Discord
which is utilized under a standard SaaS subscription model, without exclusive licensing, in order to maintain real-time communication
among the operations team, tenants, and Community Pros, which is a critical function of our business. If these services provided by Discord
become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or
prices, or for any other reason, our expenses could increase, our ability to manage our property could be impaired, our ability to communicate
with our tenants could be weakened until equivalent services, if available, are identified, obtained and implemented, all of which could
harm our business, financial condition, and results of operations.
We
are dependent on internet search engines, in particular, Google, to direct traffic to our websites and refer new users to our platform.
If search engines’ algorithms, methodologies, or policies are modified or enforced in ways we do not anticipate, or if our search
results page rankings decline for other reasons, traffic to our platform or user growth or engagement could decline, any of which would
harm our business, financial condition, and results of operations.
We
are dependent on internet search engines, primarily Google, to direct traffic to our platform, including our website. Search engines,
such as Google, may modify their search algorithms and policies or enforce those policies in ways that are detrimental to us, and without
prior notice to us. If that occurs, we may experience significant declines in the organic search ranking of our search results, leading
to a decrease in traffic to our platform. We have experienced declines in traffic and user growth as a result of these changes in the
past and anticipate fluctuations as a result of such actions in the future.
25
In
addition, Google may take action against websites for behavior that it believes unfairly influences search results. Our ability to appeal
these actions is limited, and we may not be able to revise our content strategies to recover the loss in domain authority, page rankings,
traffic or user growth resulting from such actions. Any significant reduction in the number of users directed to our website or mobile
application from search engines would harm our business, revenue, and financial results.
Claims
by others that we infringed their proprietary technology or other intellectual property rights could harm our business.
Companies
in the internet and technology industries are frequently subject to litigation based on allegations of infringement, misappropriation
or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents
or other intellectual property rights they own, have purchased, or have otherwise obtained. As we gain an increasingly high public profile,
the possibility of intellectual property rights claims against us grows. Although we may have meritorious defenses, there can be no assurance
that we will be successful in defending against these allegations or in reaching a business resolution that is satisfactory to us. Our
competitors and others may now and in the future have patent portfolios that are used against us. In addition, future litigation may
involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our
patents may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and
patent-holding companies, have the ability to dedicate substantial resources to the assertion of their intellectual property rights.
Any claim of infringement by a third-party, e
### EX-5.1 - OPINION OF COUNSEL TO THE REGISTRANT
EX-5.1
3
ea029126101ex5-1.htm
OPINION OF COUNSEL TO THE REGISTRANT
Exhibit 5.1
May 22, 2026
Collab Z Inc.
29 Orinda Way, Unit 2060
Orinda, California 94563
Attn: Board of Directors
|
RE: |
Collab Z Inc. |
|
|
Registration Statement on Form S-1, as amended, Registration
No. 333-293881
|
Ladies and Gentlemen:
We have acted as counsel to Collab Z Inc., a Nevada corporation (the
“ Company ”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “ Commission ”)
of the above-caption registration under the Securities Act of 1933, as amended (the “ Securities Act ”), initially filed
with the Commission on February 27, 2026 (as amended, the “ Registration Statement ”). The Company filed the Registration
Statement in connection with the proposed underwritten offering and relates to the issuance and sale by the Company of up to an aggregate
of 5,750,000 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”) consisting of:
(i) 5,000,000 shares (the “ Company Shares ”) of the Common Stock to be issued and sold by the Company; and (ii) 750,000
shares of Common Stock (the “ Option Shares ” and together with the Company Shares, the “ Shares ”)
that may be sold pursuant to the underwriters’ option to purchase additional shares (the “ Over-Allotment Option ”)
pursuant to the underwriting agreement to be entered into by and between the Company and American Trust Investment Services, Inc. and
WestPark Capital, Inc., as the representatives of the underwriters (the “ Underwriting Agreement ”). This opinion is
being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering these opinions, we have examined the Company’s articles
of incorporation and bylaws, both as currently in effect, the Registration Statement, and the exhibits thereto, including the form of
Underwriting Agreement, and such other records, instruments and documents as we have deemed advisable in order to render these opinions.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied
as to certain matters on information obtained from officers of the Company.
1185 AVENUE OF THE AMERICAS |
31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Based upon the foregoing and in reliance thereon,
and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued
and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, and as described in the
Registration Statement:
| (i) | The issuance and sale of the Company Shares, has been duly authorized
by all necessary corporate action on the part of the Company and, when issued and sold in the manner described in the Registration Statement,
the Company Shares, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company; |
| (ii) | The issuance and sale of the Option Shares, has been duly
authorized by all necessary corporate action on the part of the Company and, when issued and sold pursuant to the exercise of the
Over-Allotment Option in the manner described in the Registration Statement, the Option Shares will be validly issued, fully paid, and
non-assessable shares of Common Stock of the Company; |
Our opinion is limited to the Chapter 78 of the Nevada Revised Statutes
and the reported judicial decisions interpreting such statute and provisions, the laws of the state of New York and the federal laws of
the United States of America.. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as
of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed
herein) that hereafter may come to our attention. This opinion letter is limited to the laws in effect as of the date the Registration
Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the
Registration Statement.
This opinion letter speaks only as of the date
hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion
letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof,
that might change the opinions expressed above.
This opinion letter is furnished in connection
with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each
instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without
our prior written consent.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and further consent to all references to us, if any, in the Registration Statement, and in the Prospectus forming a part thereof.
We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder. We assume no obligation to advise you of any fact, circumstance, event or change
in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the
opinions expressed herein.
[ Signature
page follows ]
1185 AVENUE OF THE AMERICAS |
31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
2
|
Very truly yours, |
|
|
|
/s/ Sichenzia Ross Ference Carmel LLP |
|
Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS |
31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
3
### EX-23.1 - CONSENT OF DBBMCKENNON
EX-23.1
4
ea029126101ex23-1.htm
CONSENT OF DBBMCKENNON
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the use, in
this Registration Statement on Form S-1, of our report dated December 22, 2025, related to the consolidated financial statements
of Collab Z Inc. as of September 30, 2025 and 2024, and for the years then ended. We also consent to the reference to us under the heading
“Experts” in such Registration Statement.
/s/ dbbmckennon
Newport Beach, California
May 22, 2026
### EX-FILING FEES - FILING FEES
EX-FILING FEES
0002050338
2026-05-22
2026-05-22
0002050338
1
2026-05-22
2026-05-22
0002050338
2
2026-05-22
2026-05-22
0002050338
1
2026-05-22
2026-05-22
0002050338
2
2026-05-22
2026-05-22
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-1
|
Collab Z Inc.
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities
|
Fees to be Paid
|
1
|
Equity
|
Common Stock
|
457(o)
|
|
|
$
5,750,000.00
|
0.0001381
|
$
794.07
|
|
|
|
|
Fees Previously Paid
|
2
|
Equity
|
Common Stock
|
457(o)
|
|
|
$
17,250,000.00
|
|
$
2,382.22
|
|
|
|
|
Carry Forward Securities
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
23,000,000.00
|
|
$
3,176.29
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
1,401.93
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
980.30
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
794.06
|
|
|
|
|
Offering Note
|
1
|
Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of share sub-divisions, share capitalization or similar transactions.
Includes shares of common stock that may be purchased by the underwriter pursuant to their over-allotment option.
|
|
2
|
The Registrant's Registration Statement on Form S-1 (Registration No. 333-293881) was initially filed on February 21, 2026, registering $17,250,000 in securities with a total registration fee of $2,382.23. Of this amount, $1,401.93 was paid in cash and $980.30 was applied as a fee offset pursuant to Rule 457(b) from the Registrant's prior Registration Statement on Form S-1 (Registration No. 333-288817), which was initially filed on July 21, 2025, became effective on November 9, 2025, and was terminated with no sales of securities thereunder.
|
|
Table 2: Fee Offset Claims and Sources
|
☐Not Applicable
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
Rules 457(b) and 0-11(a)(2)
|
Fee Offset Claims
|
1
|
|
S-1
|
333-288817
|
07/21/2025
|
|
$
980.30
|
|
|
|
|
|
Fee Offset Sources
|
|
COLLAB Z INC.
|
S-1
|
333-288817
|
|
07/21/2025
|
|
|
|
|
|
$
980.30
|
Rule 457(p)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Explanation of the basis for claimed offset:
|
1
|
The Registrant's Registration Statement on Form S-1 (Registration No. 333-288817) was initially filed on July 21, 2025, and became effective on November 9, 2025. The offering under the previous Form S-1 was terminated, and there were no sales of the Registrant's securities under such Registration Statement.
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|