### F-1/A - F-1/A
F-1/A
1
formf-1a.htm
F-1/A
As filed with the U.S. Securities and Exchange
Commission on May 26, 2026.
Registration
No. 333-292912
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 5
TO
FORM
F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STARRYGAZEY
INC.
(Exact
name of registrant as specified in its charter)
British
Virgin Islands |
|
8742 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
901C,
9/F
Far East Consortium Building
121 Des Voeux Road Central
Central, Hong Kong
(+852)
3752-2183
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42 nd Street, 18 th Floor
New York, NY 10168
800-221-0102
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a Copy to:
Ying
Li, Esq. |
|
Fang
Liu, Esq. |
Brian
B. Margolis, Esq. |
|
VCL
Law LLP |
Hunter
Taubman Fischer & Li LLC |
|
1945
Old Gallows Road, |
950
Third Avenue, 19 th Floor New York, |
|
Suite 260, Vienna, VA 22182 |
New
York 10022 |
|
(703)
919-7285 |
(212)
530-2206 |
|
|
Approximate
date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
|
The
information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed
with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and
it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
SUBJECT
TO COMPLETION |
PRELIMINARY
PROSPECTUS DATED MAY 26, 2026 |
6,250,000
Class A Ordinary Shares
STARRYGAZEY
INC.
This
is an initial public offering of our Class A ordinary shares (the “Offering”), no par value (the “Class A Ordinary
Shares”). Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We expect the initial public
offering price of our Class A Ordinary Shares to be in the range of $4.00 to $5.00 per share. The Offering is being made
on a “firm commitment” basis by the underwriters. See “Underwriting.”
We
have a dual class share structure consisting of Class A Ordinary Shares and Class B Ordinary Shares, no par value (the “Class B
Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion
rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote
per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary Share.
The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class
A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. As of the date of this prospectus,
we have 11,000,000 Class B Ordinary Shares issued and outstanding. Because of the 20-to-1 voting ratio between our Class B and Class
A Ordinary Shares, the holders of our Class B Ordinary Shares will hold more than 50% of the voting power of our outstanding shares and will be able to control
all matters submitted to our shareholders for approval. The holders of Class B Ordinary Shares will no longer hold over 50% of the voting
power of our outstanding shares once the Class B Ordinary Shares outstanding represents less than approximately 4.76% of the total outstanding
ordinary shares of the Company. Our dual class share structure may have anti-takeover effects preventing a change in control transaction
that holders of Class A Ordinary Share might consider in their best interest.
We
have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) and have reserved the symbol
“MARH” for purposes of listing our Class A Ordinary Shares on Nasdaq. At this time, Nasdaq has not yet approved our
application to list our Class A Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq’s final approval of our
listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.
Investing
in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors”
beginning on page 12 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.
We
are a holding company incorporated in the British Virgin Islands, or “BVI.” As a holding company not currently engaged
in any operating business, our operations are conducted by our Hong Kong subsidiaries (the “HK Subsidiaries”), ARM Capital
Limited, or “ARMCL,” and Institute of Corporate and Executive Development Limited, or “ICEDL.”
This is an offering of the Class A Ordinary Shares of Starrygazey Inc., the holding company incorporated in the BVI, instead of shares
of our HK Subsidiaries. You may never directly hold any equity interest in our operating entities.
The
HK Subsidiaries face various legal and operational risks and uncertainties relating to their operations in Hong Kong. We do not have
any clients who are mainland Chinese individuals. Our current corporate structure does not contain any variable interest entity (“VIE”)
in mainland China and neither we nor the HK Subsidiaries have any intention to establish any VIEs in mainland China in the future. However,
we face risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent
PRC government statements and regulatory developments, such as those relating to VIEs, data and cyberspace security, and anti-monopoly
concerns, would be applicable to a company such as Starrygazey Inc. or the HK Subsidiaries given our substantial operations in Hong Kong
and the Chinese government’s significant oversight authority over the conduct of business in Hong Kong. Our corporate structure,
i.e., a BVI holding company with operations conducted by HK Subsidiaries, involves unique risks to investors. The PRC regulatory authorities
could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value
of the securities we are registering for sale, including a significant decline in the value of such securities or such securities becoming
worthless.
|
In
light of China’s recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions
of the PRC government or authorities in Hong Kong. The Chinese government may intervene or influence our current and future operations
in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.
As of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i)
the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any
mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business
operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable
interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of
less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which
affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, Starrygazey Inc.
and the HK Subsidiaries currently are not required to obtain approvals from Chinese authorities to operate our business or list on the
U.S. exchanges and offer securities; specifically, the HK Subsidiaries are currently not required to obtain any permission or approval
from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other
PRC governmental authority to operate their respective business or to list our securities on a U.S. securities exchange or issue securities
to foreign investors. However, there is no assurance that there will not be any changes in the economic, political and legal environment
in Hong Kong in the future. Should the PRC government choose to affect operations of any company with any level of operations in Hong
Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to the HK Subsidiaries in
the future, such governmental actions: (i) could significantly limit or completely hinder our ability to continue our operations; (ii)
could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may
cause the value of our Class A Ordinary Shares to significantly decline or become worthless.
We
are also aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market,
enhancing supervision over mainland Chinese companies listed overseas using variable interest entity structure, adopting new measures
to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements
and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond
and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the HK Subsidiaries’
daily business operation, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other
foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete
this Offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk
Factors — Risks Related to Our Corporate Structure” and “Risk Factors — Risks Relating to Doing
Business in Hong Kong.”
In
addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign
Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”)
is unable to inspect our auditors for three consecutive years beginning in 2021. Our auditor, KD & Co., has been inspected by the
PCAOB on a regular basis and KD & Co. is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading
in our Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or
fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class
A Ordinary Shares could be prohibited. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023”
(the “Consolidated Appropriations Act”) was signed into law by President Biden, which, among other things, amended HFCA Act
by requiring the U.S. Securities and Exchange Commission (the “SEC”) to prohibit an issuer’s securities from trading
on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing
the time period for triggering the prohibition on trading. Furthermore, our auditor is not among the auditor firms listed on an HFCA
Act Determination List, which includes all of the auditor firms that the PCAOB is not able to inspect. Our auditor is headquartered in
Hong Kong, and it is subject to PCAOB inspections to assess its compliance with the applicable professional standards. In the event it
is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority
in a foreign jurisdiction, then such lack of inspection could cause trading in our Class A Ordinary Shares to be prohibited under the
HFCA Act, and ultimately result in a determination by a securities exchange to delist our Class A Ordinary Shares. On August 26, 2022,
the PCAOB signed a Statement of Protocol (the “SOP”) Agreement with the CSRC and China’s Ministry of Finance. The SOP
Agreement, together with two protocol agreements (collectively, “SOP Agreements”), governing inspections and investigations
of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate
registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol
disclosed by the SEC), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has
the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to
secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and
voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate
the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Risk Factors
— Our Ordinary Shares and This Offering — Joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA
Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of
their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our
offerings.”
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As
a holding company, we may rely on receipt of funds from the HK Subsidiaries by way of dividend payments for our cash and financing requirements.
According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution
or other distributable reserves. In addition, to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the
funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition
of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets, which could
have a material adverse effect on our ability to conduct our business. On June 30, 2025, ARMCL declared an interim dividend of HK$0.399
per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate (equivalent to US$915,900), to its then shareholder, and the
dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On August 31, 2025, ARMCL
declared an interim dividend of HK$0.114 per share (equivalent to US$0.015 per share), or HK$2,057,250 in aggregate (equivalent to US$262,073),
to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related
party. On October 31, 2025, ARMCL declared an interim dividend of HK$0.099 per share (equivalent to US$0.013 per share), or HK$1,774,500
in aggregate (equivalent to US$226,054), to its then shareholder, and the dividend payable was concurrently settled by netting off the
outstanding amounts due from a related party. On December 31, 2025, ARMCL declared an interim dividend of HK$0.085 per share (equivalent
to US$0.011 per share), or HK$1,521,000 in aggregate (equivalent to US$193,760), to its then shareholder, and the dividend payable was
concurrently settled by netting off the outstanding amounts due from a related party. As of the date of this prospectus, except for
the dividends disclosed above, no transfers, dividends, or distributions to investors have been made by us or our subsidiaries, and no
investors have made transfers, dividends, or distributions to us or our subsidiaries. As of the date of this prospectus, no dividends
or distributions have been made between us and any of our subsidiaries. We currently intend to retain all available funds and future
earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable
future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering
our financial condition, results of operations, capital requirements, contractual requirements, business prospects, legal requirements
and other factors the board of directors deems relevant. In the future, cash proceeds raised from overseas financing activities, including
this Offering, may be transferred by us to the HK Subsidiaries to fund their operations. For more information, please see “Risk
Factors — Risks Related to Doing Business in Hong Kong” starting on page 27 of this prospectus, and “8. Shareholders’
Equity” and “11. Subsequent Events” starting on page F-14 of this prospectus.
Upon completion of this Offering, Mr. Ho Wai (Howard)
Tang, who is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares, which are directly
held by MARH Limited, an entity 100% owned by Mr. Tang, will beneficially own approximately 96.30% of the aggregate voting power
of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a group, assuming no exercise of the over-allotment
option, or approximately 95.92%, assuming full exercise of the over-allotment option. Consequently, Mr. Tang will have the ability
to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association
and the approval of certain major corporate transactions, such as a change in control, merger, consolidation, or sale of assets, in accordance
with the BVI Act. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq listing rules.
We
are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company
reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of Our Being an Emerging Growth
Company” on pages 12 and 9, respectively.
We
have agreed to grant to the Representative a 45-day option to purchase up to fifteen percent (15%) of the aggregate number of Class
A Ordinary Shares sold in the Offering.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Total | |
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Without | |
Total With |
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Exercise of | |
Exercise of |
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Over- | |
Over- |
| |
| |
Allotment | |
Allotment |
| |
Per Share | |
Option | |
Option |
Public offering price (1) | |
$ | 4.00 | | |
$ | 25,000,000 | | |
$ | 28,750,000 | |
Underwriter discounts (2) | |
$ | 0.28 | | |
$ | 1,750,000 | | |
$ | 2,012,500 | |
Proceeds to us, before expenses (3) | |
$ | 3.72 | | |
$ | 23,250,000 | | |
$ | 26,737,500 | |
(1) | Initial
public offering price per share is assumed as $4.00 per share, which is the low end
of the price range set forth on the cover page of this prospectus. |
| |
(2) | We
have agreed to pay Pacific Century Securities, LLC (the “Representative”) a fee
equal to seven percent (7.0%) of the gross proceeds of the Offering. We have also
agreed to pay the Representative one percent (1.0%) of the gross proceeds from this Offering
as a non-accountable expense allowance. See the section titled “Underwriting”
beginning on page 84 of this prospectus for additional disclosure regarding underwriter compensation
and offering expenses. |
| |
(3) | We
expect our total cash expenses for this Offering (including cash expenses payable to the
Representative for its out-of-pocket expenses and non-accountable expenses allowance) to
be approximately $0.9 million, exclusive of the above discounts. In addition, we will
pay additional items of value in connection of this Offering that are viewed by the Financial
Industry Regulatory Authority, or FINRA, as underwriting compensation. These payments will
further reduce proceeds available to us before expenses. See “Underwriting.” |
The
Representative expects to deliver the Class A Ordinary Shares to purchasers in the Offering on or about ____________, 2026.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Pacific
Century Securities, LLC
Prospectus
dated [*], 2026
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TABLE
OF CONTENTS
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|
Page |
PROSPECTUS
SUMMARY |
|
1 |
RISK
FACTORS |
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12 |
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS |
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38 |
ENFORCEABILITY OF CIVIL LIABILITY |
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39 |
USE OF PROCEEDS |
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40 |
DIVIDEND POLICY |
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41 |
CAPITALIZATION |
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42 |
DILUTION |
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43 |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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44 |
INDUSTRY
BACKGROUND |
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52 |
OUR BUSINESS |
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54 |
REGULATIONS |
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62 |
MANAGEMENT |
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63 |
PRINCIPAL SHAREHOLDERS |
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67 |
RELATED PARTY TRANSACTIONS |
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68 |
DESCRIPTION
OF SHARES |
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69 |
SHARES ELIGIBLE FOR FUTURE SALE |
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78 |
TAXATION |
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79 |
UNDERWRITING |
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84 |
LEGAL MATTERS |
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88 |
EXPERTS |
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88 |
WHERE YOU CAN FIND MORE INFORMATION |
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89 |
INDEX TO FINANCIAL STATEMENTS |
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F-1 |
We
and the Representative have not authorized any person to give you any supplemental information or to make any representations for us.
You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with
the SEC and incorporated into this prospectus. Information contained in this prospectus or in our public reports may become stale. You
should not assume that the information contained in this prospectus, any prospectus supplement or the documents incorporated by reference
are accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of
the shares. Our business, financial condition, results of operations and prospects may have changed since those dates.
The
information in this registration statement is not complete and is subject to change. No person should rely on the information contained
in this document for any purpose other than participating in our proposed Offering, and only prospectus dated hereof, is authorized
by us to be used in connection with our proposed Offering. The preliminary prospectus will only be distributed by us and no other
person has been authorized by us to use this document to offer or sell any of our securities.
i |
Other
Pertinent Information
Unless
otherwise indicated or the context requires otherwise, references in this prospectus to:
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● |
“ARMCL”
are to ARM Capital Limited, a Hong Kong Company incorporated on January 26, 2018 and a wholly-
owned subsidiary of the BVI Subsidiary;
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●
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“Amended
and Restated Memorandum and Articles” are to the current governing amended and restated memorandum of and articles of association
of Starrygazey Inc.; |
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● |
“BVI”
are to the “British Virgin Islands”; |
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● |
“BVI
Act” are to the BVI Business Companies Act (as amended); |
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● |
“BVI
Subsidiary” are to Go Starry Limited, a British Virgin Islands company incorporated on September 2, 2025 and a wholly-owned
subsidiary of the Company, |
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● |
“China”
or the “PRC” are to the People’s Republic of China, including Taiwan and the special administrative regions of
Hong Kong and Macau for the purposes of this prospectus only; |
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● |
“Class
A Ordinary Shares” are to the Class A ordinary shares of Starrygazey Inc., no par value; |
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“Class
B Ordinary Shares” are to the Class B ordinary shares of Starrygazey Inc., no par value; |
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“$,”
“dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States; and |
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● |
“HKD,”
“HK$,” “Hong Kong Dollar” or “HK Dollar” are to the legal currency of Hong Kong; |
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● |
“HK
Subsidiaries” are to ARM Capital Limited, or “ARMCL,” and Institute of Corporate and Executive Development
Limited, or “ICEDL”; |
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● |
“Hong
Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus
only; |
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● |
“ICEDL”
are to Institute of Corporate and Executive Development Limited, a Hong Kong company incorporated on August 23, 2012 and a wholly-owned
subsidiary of the BVI Subsidiary; |
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● |
“mainland
China” are to the mainland China of the People’s Republic of China, excluding Taiwan and the special administrative regions
of Hong Kong and Macau for the purposes of this prospectus only; |
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● |
“U.S.
GAAP” are to generally accepted accounting principles in the United States; and |
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| ● | “we,”
“us,”
or the “Company” in this prospectus are to Starrygazey Inc., a British Virgin
Islands company incorporated on August 29, 2025. |
We
are a holding company not currently engaged in any operating business and conduct operations in Hong Kong through our HK Subsidiaries
using Hong Kong dollars, the currency of Hong Kong. The reporting currency of the HK Subsidiaries is Hong Kong dollars. This prospectus
contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. The balances in the consolidated
balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated
statements of cash flows for the year ended and as of June 30, 2025 were translated from Hong Kong Dollars into the United States Dollars
are solely for the convenience of the readers, at the rate of US$1.00=HKD 7.8499, representing the exchange rate set forth in the H.10
statistical release of the Federal Reserve Board on June 30, 2025. No representation is made that the HKD amounts could have been, or
could be, converted, realized or settled into US$ at such rate, or at any other rate.
ii |
PROSPECTUS
SUMMARY
The
following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially
the risks of investing in our Class A Ordinary Shares, discussed under “Risk Factors” before deciding whether to buy our
Class A Ordinary Shares.
Business
We are a holding
company incorporated in the BVI with all of our operations conducted in Hong Kong by our wholly-owned subsidiaries, ARMCL and ICEDL.
ARMCL provides going public corporate consultancy services, including (i) Pre-IPO advisory services, (ii) IPO advisory services, and
(iii) Post-IPO advisory services, to small and medium-sized businesses. On September 10, 2025, we acquired 100% of the equity interests
of ICEDL to further expand our service portfolio into Environmental, Social, and Governance (“ESG”) advisory and training
services.
Since our
inception, our revenues were mainly generated from services provided by ARMCL. We generated total revenue of approximately HK$4,490,250
and HK$15,298,060 (US$1,948,822) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues generated from Pre-IPO
advisory services were nil and HK$3,720,000 (US$473,891) for the fiscal years ended June 30, 2024 and 2025, respectively. The revenues
generated from IPO advisory services were HK$3,369,000 and HK$2,302,560 (US$293,323) for the fiscal years ended June 30, 2024 and 2025,
respectively. The revenues generated from Post-IPO advisory services were HK$1,121,250 and HK$9,275,500 (US$1,181,608) for the fiscal
years ended June 30, 2024 and 2025, respectively. We reported net loss of HK$356,696 for the fiscal year ended June 30, 2024 and net
income of HK$7,507,014 (US$956,320) for the fiscal year ended June 30, 2025.
For the six months ended December 31, 2024 and
2025, we generated total revenue of approximately HK$6,795,750 and HK$9,842,790 (US$1,264,604), respectively. The revenues generated
from Pre-IPO advisory services were nil and HK$3,900,000 (US$501,073) for the six months ended December 31, 2024 and 2025, respectively.
The revenues generated from IPO advisory services were HK$1,872,000 and HK$2,891,040 (US$371,441) for the six months ended December 31,
2024 and 2025, respectively. The revenues generated from Post-IPO advisory services were HK$4,923,750 and HK$2,401,750 (US$308,577) for
the six months ended December 31, 2024 and 2025, respectively. The revenues generated from ESG advisory and training services were nil
and HK$650,000 (US$83,513) for the six months ended December 31, 2024 and 2025, respectively. We reported net income of HK$2,517,530
and HK$5,757,958 (US$739,784) for the six months ended December 31, 2024 and 2025, respectively.
ARMCL
focuses on assisting small to medium-sized corporations by providing “one-stop solutions” in going public corporate
consultancy services. ARMCL has a team of qualified and experienced professionals with solid background in accounting, corporate
finance and pre-IPO advisory for the Hong Kong and U.S. capital markets and holds recognized professional qualifications.
As of December
31, 2025, ARMCL had 6, 5, and 5 client engagements for Pre-IPO advisory
services, IPO advisory services, and Post-IPO advisory services, respectively, and ICEDL had 10 client engagements. Our goal is
to become a one-stop solution for going public corporate consultancy services and ESG advisory services for small and medium enterprises
operating in Asia.
Summary
of Risk Factors
Investing
in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before
making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant
headings. These risks are discussed more carefully in the section titled “Risk Factors” beginning on page 12
of this prospectus.
Risks
Related to Our Business
Risks
and uncertainties related to our business and industry include, but are not limited to, the following:
| ● | Our
business may face risks of clients’ default on payment.
See a more detailed discussion of this risk factor on page 14 of this prospectus; |
| ● | Our
reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may
materially and adversely affect our business, financial condition and results of operations.
See a more detailed discussion of this risk factor on page 15 of this prospectus; |
| ● | Our
limited operating history may not provide an adequate basis to judge our future prospects and results of operations.
See a more detailed discussion of this risk factor on page 15 of this prospectus; |
| ● | We
may be subject to intellectual property infringement claims, which may be expensive to defend
and may disrupt our business and operations.
See a more detailed discussion of this risk factor on page 16 of this prospectus; |
| | |
| ● | We
do not have any business insurance coverage. See a more detailed discussion of this risk
factor on page 17 of this prospectus; |
| | |
| ● | Our
controlling shareholder has control over us and his interests may not be aligned with the
interests of our other shareholders. See a more detailed discussion of this risk factor on
page 17 of this prospectus; |
| | |
| ● | Failure
to comply with laws and regulations applicable to our business could subject us to fines
and penalties and could also cause us to lose customers or otherwise harm our business. See
a more detailed discussion of this risk factor on page 18 of this prospectus; |
| | |
| ● | Our
failure to recruit and retain qualified professionals could negatively affect our financial
results and our ability to staff client engagements, maintain relationships with clients
and drive future growth. See a more detailed discussion of this risk factor on page 19
of this prospectus; |
| | |
| ● | Claims
involving our services could harm our overall professional reputation and our ability to
compete and attract business or hire or retain qualified professionals. See a more detailed
discussion of this risk factor on page 20 of this prospectus; |
1 |
| ● | Compromise
of confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.
See a more detailed discussion of this risk factor on page 20 of this prospectus; and |
| ● | If
we fail to compete effectively, we may miss new business opportunities or lose existing clients,
and our revenues and profitability may decline.
See a more detailed discussion of this risk factor on page 21 of this prospectus. |
Risks
Related to Our Corporate Structure
We
are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:
| ● | We
rely on dividends and other distributions on equity paid by our subsidiaries to fund any
cash and financing requirements we may have, and to the extent cash or assets in the business
is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations
or for other use outside of Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of us or our subsidiaries by the PRC government to transfer
cash or assets, which could have a material adverse effect on our ability to conduct our business.
See a more detailed discussion of this risk factor on page 23 of this prospectus. |
| ● | PRC
laws and regulations related to our current business operations are sometimes vague and uncertain.
See a more detailed discussion of this risk factor on page 23 of this prospectus. |
|
● |
On
the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is
it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently
do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary
or to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries
possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of
the PRC, or any information which affects or may affect national security of the PRC, a s advised
by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination by the CSRC and
relevant competent authorities, the HK Subsidiaries are currently not required to obtain approvals from Chinese authorities
to operate its business or to list on the U.S. exchanges and offer securities. However, there remain some uncertainties as to whether
and when we will be required to obtain approvals from Chinese authorities to operate our business and list our Class A Ordinary Shares
on the U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approval. See a more
detailed discussion of this risk factor on page 23 of this prospectus; |
| ● | Our
lack of effective internal controls over financial reporting may affect our ability to accurately
report our financial results or prevent fraud which may affect the market for and price of
our Class A Ordinary Shares. See a more detailed discussion of this risk factor
on page 25 of this prospectus; and |
| ● | If
we cease to qualify as a foreign private issuer, we would be required to comply fully with
the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we
would incur significant additional legal, accounting and other expenses that we would not
incur as a foreign private issuer. See a more detailed discussion of this risk factor
on page 26 of this prospectus. |
Risks
Related to Doing Business in Hong Kong
All
of our operations are in Hong Kong, which is a special administrative region of the PRC with a high degree of autonomy and executive,
legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.”
Accordingly, we believe the laws and regulations of the PRC do not currently have any material impact on our business, financial condition
or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment
in Hong Kong in the future. If there is significant change to current political arrangements between mainland China and Hong Kong, companies
operated in Hong Kong may face similar regulatory risks as those operated in mainland China, including its ability to offer securities
to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of
China’s recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions of the
PRC government or authorities in Hong Kong. Should the PRC government choose to affect operations of any company with any level of operations
in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions become applicable to the HK Subsidiaries
in the future, such governmental actions: (i) could significantly limit or completely hinder our ability to continue our operations;
(ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii)
may cause the value of our Class A Ordinary Shares to significantly decline or become worthless. Therefore, we face risks and uncertainties
relating to doing business in Hong Kong and having clients from China in general, including, but not limited to, the following:
| ● | If
the Chinese government chooses to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China based issuers, such action may significantly
limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares
to investors and cause the value of our Class A Ordinary Shares to significantly decline
or become worthless. See a more detailed discussion of this risk factor on page 27
of this prospectus; |
| ● | It
may be difficult for overseas shareholders and/or regulators to conduct investigation or
collect evidence within China. See a more detailed discussion of this risk factor
on page 29 of this prospectus; |
2 |
| ● | The
enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative
Region (the “Hong Kong National Security Law”) could impact our HK Subsidiaries.
See a more detailed discussion of this risk factor on page 30 of this prospectus; |
| ● | The
Hong Kong legal system embodies uncertainties which could limit the availability of legal
protections. See a more detailed discussion of this risk factor on page 30 of this
prospectus; and |
| ● | Heightened
tensions in international relations, particularly between the United States and China, may
adversely impact our business, financial condition, and results of operations. See
a more detailed discussion of this risk factor on page 31 of this prospectus. |
Risks
Related to Our Ordinary Shares and This Offering
In
addition to the risks described above, we are subject to general risks and uncertainties relating to our Class A Ordinary Shares and
this Offering, including, but not limited to, the following:
| ● | Joint
statement by the SEC and the PCAOB, rule changes by Nasdaq, and the HFCA Act all call for
additional and more stringent criteria to be applied to emerging market companies upon assessing
the qualification of their auditors, especially the non-U.S. auditors who are not inspected
by the PCAOB. These developments could add uncertainties to our offerings. See a more
detailed discussion of this risk factor on page 31 of this prospectus. |
| ● | There
has been no public market for our Class A Ordinary Shares prior to this Offering,
and if an active trading market does not develop you may not be able to resell our Class
A Ordinary Shares at or above the price you paid, or at all. See a more detailed discussion
of this risk factor on page 31 of this prospectus |
| ● | The
recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act
passed by the U.S. Senate and the U.S. House of Representatives, all call for additional
and more stringent criteria to be applied to emerging market companies. These developments
could add uncertainties to our offering, business operations, share price and reputation.
See a more detailed discussion of this risk factor on page 32 of this prospectus. |
| ● | Certain
recent initial public offerings of companies with public floats comparable to our anticipated
public float have experienced extreme volatility that was seemingly unrelated to the underlying
performance of the respective company. We may experience similar volatility, which may make
it difficult for prospective investors to assess the value of our Class A Ordinary Shares.
See a more detailed discussion of this risk factor on page 33 of this prospectus. |
| ● | Nasdaq
may apply additional and more stringent criteria for our initial and continued listing because
we plan to have a small public offering and our insiders will hold a large portion of our
listed securities. See a more detailed discussion of this risk factor on page 32 of
this prospectus; and |
| ● | We
have broad discretion in the use of the net proceeds from this Offering and may not
use them effectively. See a more detailed discussion of this risk factor on page 36
of this prospectus. |
Corporate
History and Holding Company Structure
We
are a holding company incorporated in the BVI on August 29, 2025 under the BVI Act for the purposes of effectuating this Offering, and
are not currently engaged in any operating business. We commenced our business through ARMCL, which was incorporated on January 26, 2018
and conducted our operations in Hong Kong through ARMCL for the provision of going public corporate consultancy services. On September
2, 2025, we incorporated our wholly owned subsidiary, Go Starry Limited (the “BVI Subsidiary”), under the BVI Act. The BVI
Subsidiary acquired 100% of the equity interest of ARMCL from the ARMCL equity holders via instrument of transfer and contract notes
both dated September 10, 2025. On the same date, through the BVI Subsidiary, we acquired 100% of the equity interests of ICEDL, which
is a Hong Kong company incorporated on August 23, 2012, to further expand our service portfolio into Environmental, Social, and Governance
(“ESG”) advisory and training services via instrument of transfer and contract notes both dated September 10, 2025.
3 |
The
following diagram illustrates our corporate legal structure and identifies our subsidiaries as of the date of this prospectus
and after giving effect to this Offering (assuming no over-allotment is exercised).
Notes:
All percentages reflect the equity interests held by shareholders.
(1) |
Represents
7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares held by MARH Limited, a Samoa company, which is 100% owned
by Mr. Ho Wai (Howard) Tang. |
(2) |
Represents
an aggregate of 2,460,000 Class A Ordinary Shares held by three minority shareholders. See “Principal Shareholders” beginning
on page 67. |
Transfers
of Cash to and from our Subsidiaries
Starrygazey
Inc.is permitted under the laws of British Virgin Islands to provide funding to our subsidiaries in Hong Kong through loans or capital
contributions without restrictions on the amount of the funds. There are no restrictions or limitation on Starrygazey Inc.’s ability
to distribute earnings from its businesses, including subsidiaries, to the U.S. investors.
The
HK Subsidiaries are permitted under the laws of Hong Kong to provide funding to Starrygazey Inc., the holding company incorporated in
the British Virgin Islands through dividend distribution without restrictions on the amount of the funds. We and our subsidiaries currently
intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate
declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at
the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual
requirements, business prospects, legal requirements and other factors the Board of Directors deems relevant, and subject to the restrictions
contained in any future financing instruments.
Currently,
all of our operations are in Hong Kong. We do not have or intend to set up any subsidiary or to establish a VIE structure with any entity
in mainland China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong
are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial
powers, including that of final adjudication under the principle of “one country, two systems.” The laws and regulations
of the PRC do not currently have any material impact on transfer of cash from Starrygazey Inc. to the HK Subsidiaries, or from the HK
Subsidiaries to Starrygazey Inc. and its investors. As of the date of this prospectus, Starrygazey Inc. has not established cash management
policies that dictate how funds are transferred.
Subject
to the BVI Act and our Amended and Restated Memorandum and Articles, our Board of Directors may, by resolution of directors, authorize
and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable
grounds, that immediately following the dividend, the value of our assets will exceed our liabilities and we will be able to pay our
debts as they fall due.
According
to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or
other distributable reserves. Dividends cannot be paid out from share capital. In addition, to the extent cash or assets in the business
is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong
due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government
to transfer cash or assets, which could have a material adverse effect on our ability to conduct our business.
4 |
On
June 30, 2025, ARMCL declared an interim dividend of HK$0.399 per share (equivalent to US$0.051 per share) or HK$7,189,720 in aggregate
(equivalent to US$915,900), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding
amounts due from a related party. On August 31, 2025, ARMCL declared an interim dividend of HK$0.114 per share (equivalent to US$0.015
per share), or HK$2,057,250 in aggregate (equivalent to US$262,073), to its then shareholder, and the dividend payable was concurrently
settled by netting off the outstanding amounts due from a related party. On October 31, 2025, ARMCL declared an interim dividend of
HK$0.099 per share (equivalent to US$0.013 per share), or HK$1,774,500 in aggregate (equivalent to US$226,054), to its then shareholder,
and the dividend payable was concurrently settled by netting off the outstanding amounts due from a related party. On December 31, 2025,
ARMCL declared an interim dividend of HK$0.085 per share (equivalent to US$0.011 per share), or HK$1,521,000 in aggregate (equivalent
to US$193,760), to its then shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due
from a related party. As of the date of this prospectus, except for the dividends disclosed above, no transfers, dividends, or distributions
have been made to investors by us or our subsidiaries, and no investors have made transfers, dividends, or distributions to us or our
subsidiaries. As of the date of this prospectus, no dividends or distributions have been made between us and any of our subsidiaries.
We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do
not anticipate declaring or paying any dividends in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary
Shares in the future, as a holding company, we will be dependent on receipt of funds from our HK Subsidiaries. Under the current practice
of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
There
are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance
of currencies out of Hong Kong.
See
“Dividend Policy” and “Risk Factors – Risks Related to Our Corporate Structure – We rely on dividends and
other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on
the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.”
for more information.
Our
Corporate Information
Our
principal executive office is located at 901C, 9/F, Far East Consortium Building,121 Des Voeux Road Central, Central, Hong Kong,
(+852) 3752-2183. Our registered office in the British Virgin Islands is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British
Virgin Islands. We maintain a website at www.armcap.net . The information contained in, or accessible through, our website is
not incorporated into this prospectus or the registration statement of which it forms a part.
Recent
Regulatory Development in PRC
We
are a holding company incorporated in the British Virgin Islands with all of our operations conducted by the operating entities
in Hong Kong. We do not have any clients who are mainland Chinese individuals. We currently do not have or intend to set up any subsidiary
or to establish a VIE structure with any entity in mainland China. Hong Kong is a special administrative region of the PRC and the basic
policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides
Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication
under the principle of “one country, two systems.” Accordingly, we believe the laws and regulations of the PRC do
not currently have any material impact on our business, financial condition or results of operations and that, as of the date of this
prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i) the Company does not,
directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company
or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland
China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure
with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals
in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security
of the PRC, as advised by our PRC counsel, China Commercial Law Firm, the HK Subsidiaries are currently not required to obtain
approvals from the PRC government to operate its business and we are not required to obtain approvals from the PRC government to list
on the U.S. exchanges and offer securities. However, there is no assurance that there will not be any changes in the economic, political
and legal environment in Hong Kong in the future. In light of China’s recent expansion of authority in Hong Kong, we are subject
to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong. Should the PRC government choose
to affect operations of any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements
or regulatory actions become applicable to the HK Subsidiaries in the future, such governmental actions: (i) could significantly limit
or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue
to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline
or become worthless.
According to the
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“BRO”), any person carrying on any business, and every
person carrying on business at a branch of such business, must apply for registration of that business or that branch, and obtain a business
registration certificate or branch registration certificate. Our HK Subsidiaries have obtained valid business registration certificates
in accordance with the BRO. Since the Company is a holding company and not currently engaged in any operating business in Hong Kong,
it is not required to hold a business registration certificate in accordance with the BRO. Except for the business registration certificate
as aforesaid, no other approval or permission is required from any authorities of Hong Kong to operate the business in which we are currently
carrying on in Hong Kong. We have received all requisite permissions or approvals and have
not experienced denial or refusal of our application for the business registration certificates. In addition, no government approval
is required from any authorities of Hong Kong to offer the securities being offered in this Offering and registered to foreign
investors.
We
are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market,
enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend
the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
5 |
On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws.
On
July 10, 2021, the Cyberspace Administration of China, or the “CAC,” issued a revised draft of the Measures for Cybersecurity
Review for public comments, or the Revised Review Measures, which required that, among others, in addition to “operator of critical
information infrastructure,” any “data processor” controlling personal information of no less than one million
users (which to be further specified) which seeks to list in a foreign stock exchange should also be subject to cybersecurity review,
and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December
28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued
the revised Measures for Cybersecurity Review, or the “Revised Review Measures,” which became effective and replaced
the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform
operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply
for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection
with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should
apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the
CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other
things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data
security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department
before January 31 of the following year. Since these statements and regulatory actions are newly published, however, official guidance
and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and
regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing
on an U.S. exchange.
As
at the date of the prospectus, we do not have any clients who are mainland Chinese individuals.
Our HK Subsidiaries may, in the future, collect and store certain data (including certain personal information) from our clients
for the “Know Your Customers” purpose, who may be mainland Chinese individuals. It remains unclear whether a Hong Kong company
which collects personal information from mainland Chinese individuals shall be subject to the Revised Review Measures. We do not currently
expect the Revised Review Measures to have an impact on our business, operations or this Offering as we do not believe that either of
the HK Subsidiaries is deemed to be an “operator of critical information infrastructure” or a “data processor”
controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing
in the U.S., because (i) the HK Subsidiaries are incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland
China and the Revised Review Measures remains unclear whether it shall be applied to a Hong Kong company; (ii) as of date of this prospectus,
the HK Subsidiaries are not in possession of personal information of any mainland Chinese individual clients; and (iii) as of the date
of this prospectus, the HK Subsidiaries have not been informed by any PRC governmental authority of any requirement that it file for
a cybersecurity review. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity
laws and regulations. If any of the HK Subsidiaries are deemed to be an “operator of critical information infrastructure”
or a “data processor” controlling personal information of no less than one million users, the HK Subsidiaries’ operation
and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review in the future.
On
December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing
by Domestic Companies (the “Draft Administration Provisions”), and the Administrative Measures for the Filing of Overseas
Securities Offering and Listing by Domestic Companies (the “Draft Measures”) for public comment. On February 17, 2023, the
CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial
Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Measures, the Trial Administrative Measures
further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic
companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to
go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or
more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial
statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s
business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers
in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC
held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of
Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that
a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective
date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory
authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023.
Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved
in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines
provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security
measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC
within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file
subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas
offering and listing.
6 |
As
the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore,
we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in
a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering
applies to us. Based on laws and regulations currently in effect in the PRC, as advised by our PRC counsel, China Commercial Law Firm,
as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, we believe the HK Subsidiaries
are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures
before our Class A Ordinary Shares can be listed or offered in the U.S. because a) the Company does not, directly or indirectly, own
or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland
China, nor is its main place of business located in mainland China, and none of the senior managers in charge of the Company’s
business operation and management is domiciled in mainland China.
Nevertheless,
since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or
promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the
HK Subsidiaries’ daily business operation, its ability to accept foreign investments and the listing of our Class A Ordinary Shares
on a U.S. or other foreign exchanges.
As
of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, on the basis that (i)
the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any
mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business
operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable
interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of
less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which
affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, the HK Subsidiaries
are currently not required to obtain any permission or approval from the PRC authorities to operate its business or to list in the U.S.
or issue our Class A Ordinary Shares to foreign investors.
However,
it is highly uncertain that whether there will be significant changes to current political arrangements between mainland China and Hong
Kong, or the applicable laws, regulations, or interpretations change, and that the HK Subsidiaries will be required to obtain such approval
in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities
offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals; or (ii) we inadvertently
concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals
required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability
to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become
worthless. See “Risk Factors — Risks Related to Our Corporate Structure – On the basis that (i) the Company does not,
directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company
or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not have any business operations in mainland
China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish a variable interest entity structure
with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information of less than one million individuals
in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security
of the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this prospectus, subject to final determination
by the CSRC and relevant competent authorities, the HK Subsidiaries are currently not required to obtain approvals from Chinese authorities
to operate its business or to list on the U.S. exchange and offer securities. However, there remain some uncertainties as to whether
and when we will be required to obtain approvals from Chinese authorities to operate our business and list our Class A Ordinary Shares
on the U.S. exchanges in the future, and if required, we cannot assure you that we will be able to obtain such approvals.,” and
“Risk Factors — Risks Related to Our Corporate Structure — If the Chinese government chooses to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly
limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our
Ordinary Shares to significantly decline or become worthless.”
7 |
Holding
Foreign Companies Accountable Act
U.S.
laws and regulations, including the Holding Foreign Companies Accountable Act (the “HFCA Act”), may restrict or eliminate
our ability to complete a business combination with certain companies, particularly those acquisition candidates with substantial operations
in China.
On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCA Act. An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection”
year under a process to be subsequently established by the SEC. On June 22, 2021, the Senate passed the Accelerating Holding Foreign
Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which
contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the time
period for the delisting of foreign companies under the HFCA Act to two consecutive years instead of three years. If our auditor cannot
be inspected by PCAOB, for two consecutive years, the trading of our securities on any U.S. national securities exchanges, as well as
any over-the-counter trading in the U.S., will be prohibited.
On
September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining,
as contemplated under the HFCA Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms
located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the
SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants
that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located
in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority
in foreign jurisdictions.
On
December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered
public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.
On
August 26, 2022, the PCAOB signed a SOP Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol
agreements governing inspections and investigations, established a specific, accountable framework to make possible complete inspections
and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. However, if the PCAOB
continues to be prohibited from conducting complete inspections and investigations of PCAOB- registered public accounting firms in mainland
China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed the
its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies
audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act.
On
December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will
consider the need to issue a new determination. Our auditor, KD & Co., has been inspected by the PCAOB on a regular basis and KD
& Co. is not subject to the determinations announced by the PCAOB on December 16, 2021.
These
recent developments would add uncertainties to this Offering, and we cannot assure you whether Nasdaq or regulatory authorities would
apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality
control procedures, adequacy of personnel and training, or the sufficiency of resources, geographic reach or experience as it relates
to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate completely
our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in
our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities.
See “Risk Factors — Our Class A Ordinary Shares and This Offering — Joint statement by the SEC and the PCAOB, rule
changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon
assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments
could add uncertainties to our offerings.” on page 31 of this prospectus for more discussion.
8 |
Implications
of Our Being an “Emerging Growth Company”
As
a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage
of reduced reporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company,
we:
| ● | may
present only two years of audited financial statements and only two years of related Management’s
Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; |
| ● | are
not required to provide a detailed narrative disclosure discussing our compensation principles,
objectives and elements and analyzing how those elements fit with our principles and objectives,
which is commonly referred to as “compensation discussion and analysis”; |
| ● | are
not required to obtain an attestation and report from our independent registered accounting
firm on our management’s assessment of our internal control over financial reporting
pursuant to the Sarbanes-Oxley Act of 2002; |
| ● | are
not required to obtain a non-binding advisory vote from our shareholders on executive compensation
or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on
frequency” and “say-on-golden- parachute” votes); |
| ● | are
exempt from certain executive compensation disclosure provisions requiring a pay-for-performance
graph and CEO pay ratio disclosure; |
| ● | are
eligible to claim longer phase-in periods for the adoption of new or revised financial accounting
standards under §107 of the JOBS Act; and |
| ● | will
not be required to conduct an evaluation of our internal control over financial reporting
for two years. |
We
intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the
adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may
make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that
have opted out of the phase-in periods under §107 of the JOBS Act.
Under
the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our
initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, herein
referred to as the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company.
We
will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue
exceeds $1.235 billion; (ii) the last day of the fiscal year during which the fifth anniversary of the date of this Offering occurs;
(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur
if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.00 billion in non-convertible debt securities
during any three-year period.
Upon
completion of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even
after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act we
will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
| ● | the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations
in respect of a security registered under the Exchange Act; |
| ● | the
sections of the Exchange Act requiring insiders to file public reports of their stock ownership
and trading activities and liability for insiders who profit from trades made in a short
period of time; and |
| ● | the
rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form
10-Q containing unaudited financial and other specific information, or current reports on
Form 8-K, upon the occurrence of specified significant events. |
Both
foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.
Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt
from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private
issuer.
9 |
Foreign
Private Issuer Status
We
are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:
● |
we
are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company; |
|
|
● |
for
interim reporting, we are permitted to comply solely with our home country’s requirements, which are less rigorous than the
rules that apply to domestic public companies; |
|
|
● |
we
are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
|
|
● |
we
are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
|
|
● |
we
are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations
in respect of a security registered under the Exchange Act; and |
|
|
● |
we
are not required to comply with Section 16 of the Exchange Act establishing insider liability for profits realized from any “short-swing”
trading transaction, and our principal shareholders who are not our officers or directors are not required to file public reports
of their share ownership and trading activities under Section 16 of the Exchange Act. |
Controlled
Company
Upon
completion of this Offering, Mr. Ho Wai (Howard) Tang, who is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and
11,000,000 Class B Ordinary Shares, which are directly held by MARH Limited, an entity 100% owned by Mr. Tang, will beneficially own
approximately 96.30% of the aggregate voting power of our issued and outstanding Class A Ordinary Shares and Class B Ordinary
Shares as a group, assuming no exercise of the Representative’s over-allotment option, or approximately 95.92%, assuming
full exercise of the over-allotment option. Consequently, Mr. Tang will have the ability to control matters requiring shareholder approval,
including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions,
such as a change in control, merger, consolidation, or sale of assets, in accordance with the BVI Act. As a result, we will be deemed
a “controlled company” for the purpose of the Nasdaq listing rules. As a controlled company, we are permitted to elect to
rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:
● |
the
requirement that our director nominees be selected or recommended solely by independent directors; and |
|
|
● |
the
requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely
of independent directors with a written charter addressing the purposes and responsibilities of the committees. |
Although
we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company,
we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders
of companies that are subject to all of the corporate governance requirements of Nasdaq.
10 |
THE
OFFERING
Class
A Ordinary Shares offered by us |
|
6,250,000 Class
A Ordinary Shares (or 7,187,500 Class A Ordinary Shares assuming full exercise of the underwriters’ over-allotment option) |
|
|
|
Price
per Class A Ordinary Share |
|
We
currently estimate that the initial public offering price will be in the range of $4.00 to $5.00 per Class A Ordinary
Share. |
|
|
|
Ordinary
Shares outstanding prior to completion of this Offering |
|
9,460,000
Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares |
|
|
|
Ordinary
Shares outstanding immediately after this Offering |
|
15,710,000
Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares assuming no exercise of the underwriters’ over-allotment option
and 16,647,500 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares assuming full exercise of the underwriters’
over-allotment option |
|
|
|
Listing |
|
We
have applied to have our Class A Ordinary Shares listed on Nasdaq. At this time, Nasdaq has not yet approved our application to list
our Class A Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing
application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq. |
|
|
|
Ticker
symbol |
|
“MARH” |
|
|
|
Transfer
Agent |
|
Transhare
Corporation |
|
|
|
Over-allotment
Option |
|
We
have granted to the underwriters an option, exercisable within 45 days from the date of this prospectus, to purchase up to an aggregate
of 15% additional Class A Ordinary Shares. |
|
|
|
Use
of proceeds |
|
We intend to use the proceeds from this Offering
for brand promotion and marketing, for the recruitment of talented personnel, for the expansion to new offices and expanding the
scope of services that we provide, and for general working capital. See “Use of Proceeds” on page 40 for more information. |
|
|
|
Lock-up |
|
We
have agreed that our directors, officers, and holders of more than 5% of the Company’s outstanding shares to enter into a lock-up
agreement for a period of six (6) months starting from the effective date of the registration statement of which this prospectus forms a part. We have further agreed
not to offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company or any related securities
for a period of six (6) months following the closing of this Offering.
See “Underwriting — Lock-up Agreements” for more information. |
|
|
|
Risk
factors |
|
The
Class A Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page
12, for a discussion of factors to consider before deciding to invest in our Class A Ordinary Shares. |
11 |
RISK
FACTORS
An
investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares,
you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including
the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated
financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations
or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline,
resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks
not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our
Class A Ordinary Shares if you can bear the risk of loss of your entire investment.
Risks
Related to Our Business
External
factors beyond our control could reduce demand for our services, in which case our revenues and profitability could decline.
Demand
for our going public consultancy services—including pre-IPO, IPO and post-IPO support—may be adversely affected by factors
beyond our control, including:
| ● | fluctuations
in global or regional capital markets and investor sentiment; |
| ● | changes
in macroeconomic conditions, such as interest rate increases, inflation or recessions; |
| ● | regulatory
changes affecting public offerings, disclosure standards, or listing requirements; |
| ● | decreased
IPO activity due to market volatility or unfavorable financing conditions; |
| ● | delays
or uncertainty in government approvals or regulatory reviews; and |
| ● | geopolitical
tensions or disruptions in global trade or monetary systems. |
Any
prolonged downturn in these areas could reduce client demand for our services and negatively impact our revenue and profitability. As
we operate primarily in advisory roles related to public company transactions and compliance, we are particularly exposed to trends and
developments in the capital markets and regulatory landscape.
The
enhanced Nasdaq listing standards applicable to China-based issuers may materially and adversely affect our business operations and revenues.
Our
subsidiary, ARMCL, provides going public corporate consultancy services, including Pre-IPO advisory, IPO advisory, and Post-IPO advisory
services, primarily to small and medium-sized businesses seeking to list on U.S. capital markets, including Nasdaq. The recently enhanced
Nasdaq listing standards applicable to China-based issuers (which includes issuers based in Hong Kong), including the requirement that
such issuers raise a minimum of $25 million in gross proceeds in a public offering, may significantly reduce the number of our potential
clients that are eligible or willing to pursue a Nasdaq listing. See also “Risks Related to our Class A Ordinary Shares and this
Offering — If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market,
including the enhanced standards applicable to China-based issuers recently approved by the SEC, although we are exempt from certain
corporate governance standards applicable to the U.S. issuers as a Foreign Private Issuer, our securities may not be listed or may be
delisted, which could negatively impact the price of our securities and your ability to sell them.” As a result, demand for our
IPO advisory services may decline, which could materially and adversely affect our revenues and results of operations. For the fiscal
year ended June 30, 2025 and the six months ended December 31, 2025, our IPO advisory services generated revenues of approximately HK$2,302,560
and HK$2,891,040, respectively, representing a meaningful portion of our total revenues. A sustained reduction in the number of China-based
companies pursuing Nasdaq listings could materially reduce our client base and adversely affect our financial condition and prospects.
12 |
Our
revenues, operating income and cash flows are likely to fluctuate.
We
experience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will
continue to occur in the future. We may experience fluctuations in our annual and quarterly financial results, including revenues, operating
income and earnings per share, for reasons that may include: (i) the types and complexity, number, size, timing and duration of client
engagements; (ii) the timing of revenue recognition under U.S. GAAP; (iii) the utilization of revenue-generating professionals, including
the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv)
the time it takes before a new hire becomes profitable; (v) the geographic locations of our clients or the locations where services are
rendered; (vi) billing rates and fee arrangements, including the opportunity and ability to successfully reach milestones and complete,
and collect success fees and other outcome-contingent or performance-based fees; (vii) the length of billing and collection cycles and
changes in amounts that may become uncollectible; (viii) changes in the frequency and complexity of government regulatory and enforcement
activities; (ix) business and asset acquisitions; (x) fluctuations in the exchange rates of various currencies against the U.S. dollar;
(xi) fee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our changes
in client mandates or contract scope, and (xii) economic factors beyond our control.
The
results of different segments and practices may be affected differently by the above factors. Certain of our specialized advisory services
may be affected by changes in regulatory timelines or listing review schedules. While we primarily focus on capital markets and corporate
advisory services, fluctuations in project volume and regulatory environments may still introduce variability in financial results.
Our
results may be subject to project-based timing fluctuations rather than fixed seasonal patterns. While we assess our annual guidance
at the end of each quarter and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual
results to vary significantly from our guidance, even where that guidance reflects a range of possible results and has been updated to
take account of partial-year results.
If
we do not effectively manage the utilization of our professionals or billable rates, our financial results could decline.
Our
failure to manage the allocation of our advisory professionals or maintain reasonable fee levels for our services, could result in adverse
consequences, such as idle or underutilized professionals, increased employee turnover, fixed compensation expenses in periods of declining
revenues, the inability to appropriately staff engagements (including adding or reducing staff during periods of increased or decreased
demand for our services), or special charges associated with reductions in staff or operations. Reductions in workforce or increases
of billable rates will not necessarily lead to savings. In such events, our financial results may decline or be adversely impacted. A
number of factors affect the utilization of our professionals. Some of these factors we cannot predict with certainty, including general
economic and financial market conditions; the complexity, number, type, size and timing of client engagements; the level of demand for
our services; appropriate professional staffing levels, in light of changing client demands and market conditions; utilization of professionals
across segments and geographic regions; and competition.
13 |
The
Company may enter into engagements such as fixed fee and time and materials with caps. Failure to effectively manage staffing and resource
allocation under fixed-fee or milestone-based engagements may result in the costs of providing such services exceeding the fees collected
by the Company. Delays or failure in delivering agreed outputs under milestone-based projects may also lead to lower revenues or the
costs of providing services under those types of arrangements may exceed the fees collected by the Company.
Our
business may face risks of clients’ default on payment.
Some
of our clients are businesses experiencing or being exposed to potential financial distress, facing complex challenges, being involved
in litigation or regulatory proceedings, or facing foreclosure of collateral or liquidation of assets. The aforementioned situations
may become increasingly prevalent among our existing and potential clients in light of prevailing economic uncertainty, tighter capital
markets, or sector-specific distress. Such clients may not have sufficient funds to continue operations or to pay for our services. We
do not always receive retainers before we begin performing services. In cases where we have received retainers, we cannot assure you
that the retainers will adequately cover our fees for the services we perform.
We
generally offer a fixed fee arrangement on our fees. If project scopes expand beyond original expectations without corresponding fee
adjustments, or if billing milestones are delayed, our profitability on such engagements may be adversely impacted and materially and
adversely affect the financial results of our business. We treat the outstanding fees that we are unable to collect based on objective
evidence as write-offs and will not adjust or accept renegotiation. Our fees set forth in existing service contracts are not negotiable
and may not be adjusted even if fee collection is not probable. Management periodically monitors the outstanding fees, making an effort
to timely collect outstanding fees and reviews the adequacy of write-offs to minimize the impact of the potential payment defaults.
We
may not manage our growth effectively, and our profitability may suffer.
We
experience fluctuations in growth of our different segments, practices or services, including periods of rapid or declining growth. Periods
of new client onboarding or simultaneous execution of complex mandates may place temporary strain on internal capacity, including project
management, compliance oversight, or resource allocation. To manage growth successfully, we may need to add qualified managers and employees
and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively
motivate, train and manage a larger professional staff. Failure to allocate resources efficiently or scale support functions appropriately
may adversely affect client service delivery and financial performance.
14 |
We
cannot assure you that we can successfully manage growth and being profitable as we grow. Periods of lower project volume may result
in temporary underutilization of professional resources, which could reduce our margins. In such situations, we will have to weigh the
benefits of decreasing our workforce or limiting our service offerings and saving costs against the detriment that the Company could
experience from losing valued professionals and their industry expertise and clients.
Our
reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may
materially and adversely affect our business, financial condition and results of operations.
Our
reputation and brand recognition, which depends on earning and maintaining the trust and confidence of our current or potential clients,
is critical to our business. Although our relatively small scale and focused client base limits certain exposure, our reputation remains
vulnerable to external factors beyond our control, and remediation may be challenging. Regulatory inquiries or investigations, lawsuits
initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things,
could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity
about our industry in general or product or service quality problems of other firms in the industry, including our competitors, may also
negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition,
our ability to attract and retain clients and key employees could be harmed and, as a result, our business, financial condition and results
of operations would be materially and adversely affected.
Our
business is subject to risks related to lawsuits and other claims brought by our clients.
We
may be subject to lawsuits and other claims in the ordinary course of our business. Actions brought against us may result in settlements,
awards, injunctions, fines, penalties or other results adverse to us including harm to our reputation. Even if we are successful in defending
against these actions, the defense of such matters may result in our incurring significant expenses. Predicting the outcome of such matters
is inherently difficult, particularly where claimants seek substantial or unspecified damages, or when arbitration or legal proceedings
are at an early stage. A substantial judgment, award, settlement, fine, or penalty could be materially adverse to our results of operations
or cash flows for a particular future period, depending on our results for that period.
Our
limited operating history may not provide an adequate basis to judge our future prospects and results of operations.
Our
limited operating history makes the prediction of future results of operations difficult, and therefore, past results of operations achieved
by us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider
our future prospects in light of the risks and uncertainties experienced by early stage companies in a rapidly evolving and increasingly
competitive market in Hong Kong.
15 |
We
may not be able to obtain or maintain all necessary licenses, permits, approvals, registrations and filings required for our activities
in various jurisdictions.
We
operate in a regulated industry which requires certain licenses, permits and approvals depending on the jurisdictions involved. While
our clients are primarily Hong Kong based private and publicly traded companies operating in well-regulated markets, there remains a
risk that local regulatory authorities in some jurisdictions may interpret applicable laws differently and require licenses or approvals
that we do not currently hold or believe are necessary. Failure to comply with such regulatory requirements could result in disqualification
from conducting business, denial of license renewals, penalties, fines, or other sanctions.
Furthermore,
if we plan to expand into new business areas or jurisdictions, we may encounter challenges obtaining the necessary regulatory approvals,
which could delay or prevent such developments and impact our competitive position.
Failures
or disruptions in our information technology (“IT”) systems could interrupt services, harm client satisfaction and damage
our business.
Our
IT systems support our core operations, including marketing, client relations and service delivery, and form a critical part of our technology
infrastructure. If these systems fail, we could face service interruptions, slower response times, or reduced client satisfaction. System
disruptions can be caused by various factors, such as human or execution errors, software bugs, cyberattacks, power failures, natural
disasters, or issues with third-party vendors.
Restoring
full functionality after an unexpected incident could take time and may temporarily affect our service delivery. Despite efforts to manage
these risks through policies and oversight, there is no guarantee we will avoid unexpected operational failures, losses, reputational
harm or regulatory scrutiny, including those arising from third-party vendors.
We
may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
We
cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,
copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to
legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks,
copyrights, know-how or other intellectual property rights that are infringed by our services or other aspects of our business without
our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Hong Kong, the United States
or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from
our business and operations to defend against these claims, regardless of their merit.
Additionally,
the application and interpretation of Hong Kong’s intellectual property right laws and the procedures and standards for granting
trademarks, copyrights, know-how or other intellectual property rights in Hong Kong are still evolving and are uncertain, and we cannot
ensure that Hong Kong courts or regulatory authorities would agree with our analysis. If we were found to be in violation of the intellectual
property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual
property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business, financial condition
and results of operations may be materially and adversely affected.
Increases
in labor costs in Hong Kong may materially and adversely affect our business, financial condition and results of operations.
The
economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong
are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee
benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave,
annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether
an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject
to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless
we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our
business, financial condition and results of operations may be materially and adversely affected.
Our
business, financial condition and results of operations may be materially adversely affected by current global geopolitical conditions
resulting from the ongoing Russia-Ukraine conflict and Israel-Iran conflict.
United
States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and Israel-Iran conflict, including the involvement of the United States. Although the length and impact of the
ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices,
credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any
resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in
capital markets.
Any of the abovementioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the Israel-Iran conflict and subsequent sanctions or related actions, may lead to increased volume and price volatility for publicly
traded securities or could adversely affect our business, financial condition and results of operations.
The extent and duration of the ongoing conflicts,
resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or
new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global
scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions
or other matters of global concern continue for an extended period of time, our business, financial condition and results of operations
may be materially adversely affected.
16 |
We
do not have any business insurance coverage.
Currently,
we do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring
for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for
us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources,
which could have a material adverse effect on our business, financial condition and results of operations.
Our
controlling shareholder has control over us and his interests may not be aligned with the interests of our other shareholders.
Mr.
Ho Wai (Howard) Tang, is currently the beneficial owner of 7,000,000 Class A Ordinary Shares and 11,000,000 Class B Ordinary Shares,
which are directly held by MARH Limited, an entity 100% owned by Mr. Tang. Mr. Tang will beneficially own approximately 67.39%
of our Ordinary Shares following the completion of this Offering (assuming no over-allotment option is exercised), representing 96.31%
of the voting power. As a result, Mr. Tang has voting influence over our business, including decisions regarding mergers, consolidations
and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. These actions
may be taken even if he is opposed by our other shareholders, including those who purchased shares in our initial public offering. Moreover,
this concentration of ownership may discourage, delay or prevent a change in control of us, which could deprive our shareholders of an
opportunity to receive a premium for their shares as part of a sale of us and might reduce the price of our Class A Ordinary Shares.
We
face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.
We
are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins, war, riots, terrorist attacks or similar events may give rise to technology platform failures or internet failures, which
could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide
services. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Hong Kong
economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the
world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely
affect our business, financial condition and results of operations. Our headquarters is located in Hong Kong, where our management and
employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong
Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operations may experience material disruptions,
which may materially and adversely affect our business, financial condition and results of operations.
17 |
Failure
to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose
customers or otherwise harm our business.
Our
business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing
compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws,
employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws,
and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These
laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:
| ● | investigations,
enforcement actions, and sanctions; |
| ● | mandatory
changes to our network and products; |
| ● | disgorgement
of profits, fines, and damages; |
| ● | civil
and criminal penalties or injunctions; |
| ● | claims
for damages by our customers or channel partners; |
| ● | termination
of contracts; |
| ● | failure
to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings
necessary to conduct our operations; and |
| ● | temporary
or permanent debarment from sales to public service organizations. |
If
any enforcement action or governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our
business, financial condition and results of operations could be materially and adversely affected. In addition, responding to any action
will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees.
Any
reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other
penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions
or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a
variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results
of operations in material ways.
Moreover,
we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate
with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability
and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.
18 |
If
we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have
to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation
and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.
Recently,
U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense
scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the
scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective
internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases,
allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese
companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject
to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It
is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our business and our stock price. If
we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend
significant resources to investigate such allegations and/or defend ourselves. This situation will be costly and time-consuming and distract
our management from growing our business.
Our
failure to recruit and retain qualified professionals could negatively affect our financial results and our ability to staff client engagements,
maintain relationships with clients and drive future growth.
We
deliver sophisticated professional services to our clients. Our success is dependent, in large part, on our ability to keep our supply
of skills and resources in balance with client demand. To attract and retain clients, we need to demonstrate professional acumen and
build trust and strong relationships. Our professionals have highly specialized skills. They also develop strong bonds with the clients
they serve. Our continued success depends upon our ability to attract and retain professionals who have expertise, a good reputation
and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and retaining
highly qualified professionals to drive our organic growth and support expansion of our services and geographic footprint. We cannot
assure you that we will be able to attract or retain qualified professionals to maintain or expand our business. If we are unable to
successfully integrate, motivate and retain qualified professionals, our ability to continue to secure work in may suffer. Moreover,
competition has caused our costs of retaining and hiring qualified professionals to increase, a trend that could continue and could materially
and adversely affect our operating margins and financial results.
Despite
fixed terms or renewal provisions, we could face retention issues during and at the end of the terms of those agreements and large compensation
expenses to secure extensions. There is no assurance we will enter into new or extend employment agreements with our professionals. We
monitor contract expirations carefully to commence dialogues with professionals regarding their employment in advance of the actual contract
expiration dates. Our goal is to renew employment agreements when advisable and to stagger the expirations of the agreements if possible.
Because of the concentration of contract expirations in certain years, we may experience high turnover or other adverse consequences,
such as higher costs, loss of clients and engagements or difficulty in staffing engagements, if we are unable to renegotiate employment
arrangements or the costs of retaining qualified professionals become too high. The implementation of new compensation arrangements may
result in the concentration of potential turnover in future years.
We
rely heavily on our executive officers for the success of our business.
We
rely heavily on our executive officers to manage our operations. Given the highly specialized nature of our services and the scale of
our operations, our executive officers must have a thorough understanding of our service offerings, as well as the required skills and
experience. We are unable to predict with certainty the impact that leadership transitions may have on our business operations, prospects,
financial results, client relationships, or employee retention or morale.
19 |
Professionals
may leave us to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.
Our
professionals typically have close relationships with the clients they serve, based on their expertise and bonds of personal trust and
confidence. Therefore, the barriers to our professionals pursuing independent business opportunities or joining our competitors should
be considered low. Although our clients generally contract for services with us as a company, and not with an individual professional,
in the event that a professional leaves, such clients may decide that they prefer to continue working with a specific professional rather
than with us. In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation
agreement, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving
cooperation and a professional relationship with a former employee or client, or other concerns, outweighs the benefits of any possible
legal recourse. We may also decide that the likelihood of success does not justify the costs of pursuing a legal remedy. Therefore, there
may be times we may decide not to pursue legal action, even if it is available to us.
Claims
involving our services could harm our overall professional reputation and our ability to compete and attract business or hire or retain
qualified professionals.
Our
engagements involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary
loss or prevent the client from pursuing business opportunities. Our ability to attract new clients and generate new and repeat engagements
or hire professionals depends upon our ability to maintain a high degree of client satisfaction, as well as our reputation among industry
professionals. As a result, any claims against us involving the quality of our services may be more damaging than similar claims against
businesses in other industries.
We
may incur significant costs and may lose engagements as a result of claims by our clients regarding our services.
Many
of our engagements involve complex analysis and the exercise of professional judgment. Therefore, we are subject to the risk of professional
and other liabilities. Damages and/or expenses resulting from any successful claim against us, for indemnity or otherwise, in excess
of the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources. Any claim
by a client or third party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain
existing engagements or clients or qualified professionals or other employees, consultants or contractors.
We
may not have, or may choose not to pursue, legal remedies against clients that terminate their engagements.
The
engagement letters that we typically have with clients do not obligate them to continue to use our services and permit them to terminate
the engagement without penalty at any time. Even if the termination of an ongoing engagement by a client could constitute a breach of
the client’s engagement agreement, we may decide that preserving the overall client relationship is more important than seeking
damages for the breach and, for that or other reasons, decide not to pursue any legal remedies against a client, even though such remedies
may be available to us. We make the determination whether to pursue any legal actions against a client on a case-by-case basis.
Compromise
of confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.
The
Company’s own confidential and proprietary information and that of our clients could be compromised, whether intentionally or unintentionally,
by our employees, consultants or vendors. Theft or misuse of our own or our clients’ proprietary or confidential information, or
the public disclosure or use of such information by others, could result in losses, third-party claims against us and reputational harm,
including the loss of clients. The theft or compromise of our or our clients’ information could negatively impact our reputation,
financial results and prospects. In addition, if our reputation is damaged due to a data security breach, our ability to attract new
engagements and clients may be impaired or we may be subjected to damages or penalties, which could materially and adversely affect our
business, financial condition and results of operations.
20 |
If
we fail to compete effectively, we may miss new business opportunities or lose existing clients, and our revenues and profitability may
decline.
The
market for some of our consulting services is highly competitive. Our competitors include management and financial consulting companies
that offer a broad range of consulting services, investment banking firms, and small firms and independent contractors that focus on
specialized services. Some of our competitors have significantly more financial resources, a larger national or international presence,
larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs and can compete through
lower cost-service offerings.
Since
our business depends in large part on professional relationships, our business has low barriers to entry for professionals electing to
start their own firms or work independently. In addition, it is relatively easy for professionals to change employers.
If
we cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive,
our revenue growth and financial results could be negatively affected and may differ materially from our expectations.
If
we fail to promote and maintain our brand in a cost-efficient way, our business and results of operations may be harmed.
We
believe that, in addition to relying on word-of-mouth client referral through our excellent services, developing and maintaining awareness
of our brand effectively is critical to attracting new clients and retaining existing ones. This depends largely on the effectiveness
of our client acquisition strategy, our marketing efforts, our cooperation with our business partners and the success of the channels
we use to promote our services. If any of our current client acquisition strategies or marketing channels become less effective, more
costly or no longer feasible, we may not be able to attract new clients in a cost-effective manner or convert potential clients into
using our services.
It
is likely that our future marketing efforts will require us to incur expenses. These efforts may not result in increased revenues in
the immediate future or any increased revenues at all and, even if they do, any increases in revenues may not offset the expenses incurred.
If we fail to successfully promote and maintain our brand while incurring additional expenses, our business, financial condition and
results of operations would be materially and adversely affected, and our ability to grow our business may be impaired.
We
may be required to recognize impairment charges for our long-lived assets and other intangible assets, which could materially affect
our financial results.
As
of the date of this prospectus, we do not have any long-lived assets and other intangible assets. In the future, we will
assess our long-lived assets and other intangible assets as and when required by the U.S. GAAP to determine whether they are impaired
and, if they are, to record appropriate impairment charges. Factors we consider include significant underperformance relative to expected
historical or projected future operating results and significant negative industry or economic trends. It is possible that we may be
required to record significant impairment charges in the future. Such charges have had and could have a material adverse effect on our
business, financial condition and results of operations.
*
* * * * * * * * * *
We
will consider future strategic or opportunistic acquisitions. In those cases, some or all of the following risks could be applicable.
We
may have difficulty integrating acquisitions, which can reduce the benefits we receive from acquisitions.
The
process of managing and integrating acquisitions into our existing operations may result in unforeseen operating difficulties and may
require significant financial, operational and managerial resources that would otherwise be available for the operation, development
and organic expansion of our existing operations. To the extent that we misjudge our ability to properly manage and integrate acquisitions,
we may have difficulty achieving our operating, strategic and financial objectives.
Acquisitions
also may involve a number of special financial, business and operational risks, such as:
| ● | difficulties
in integrating diverse corporate cultures and management styles; |
| ● | disparate
policies and practices; |
| ● | client
relationship issues; |
| ● | decreased
utilization during the integration process; |
| ● | loss
of key existing or acquired personnel; |
| ● | increased
costs to improve or coordinate managerial, operational, financial and administrative systems; |
21 |
| ● | dilutive
issuances of equity securities, including convertible debt securities, to finance acquisitions; |
| ● | the
assumption of legal liabilities; |
| ● | future
earn-out payments or other price adjustments; |
| ● | potential
future write-offs relating to the impairment of goodwill or other acquired intangible assets
or the revaluation of assets; |
| ● | difficulty
or inability to collect receivables; and |
| ● | undisclosed
liabilities. |
In
addition to the integration challenges mentioned above, acquisitions of international companies offer distinct integration challenges
relating to foreign laws and governmental regulations, including tax and employee benefit laws, and other factors relating to operating
in other jurisdictions, which we have addressed above in the discussion regarding the difficulties we may face operating globally. Asset
transactions may require us to seek client consents to the assignment of their engagements to us or a subsidiary. Not all clients may
consent to assignments.
The
Company may also hire groups of selected professionals from another company. In such event, there may be restrictions on the ability
of the professionals who join the Company to compete and work on client engagements. In addition, the Company may enter into arrangements
with the former employers of those professionals regarding limitations on their work until any time restrictions pass. In such circumstances,
there is no assurance that the Company will enter into mutually agreeable arrangements with any former employer, and the utilization
of such professionals may be limited, and our financial results could be negatively affected until their restrictions end. The Company
could also face litigation risks from group hires.
An
acquisition may not be accretive in the near term or at all.
Competitive
market conditions may require us to pay a price that represents a higher multiple of revenues or profits for an acquisition. As a result
of these competitive dynamics, cost of the acquisition or other factors, certain acquisitions may not be accretive to our overall financial
results at the time of the acquisition or at all.
We
may have a different system of governance and management from a company we acquire or its parent, which could cause professionals who
join us from an acquired company to leave us.
Our
governance and management policies and practices will not mirror the policies and practices of an acquired company or its parent. In
some cases, different management practices and policies may lead to workplace dissatisfaction on the part of professionals who join us.
Some professionals may choose not to join us or leave after joining us. Existing professionals may leave us as well. The loss of key
professionals may harm our business and financial results and cause us not to realize the anticipated benefits of the acquisition.
22 |
Due
to fluctuations in our stock price, acquisition candidates may be reluctant to accept our Class A Ordinary Shares as purchase price consideration,
use of our shares as purchase price consideration may be dilutive or the owners of certain companies we seek to acquire may insist on
stock price guarantees.
We
may structure an acquisition to pay a portion of the purchase price in shares of our Class A Ordinary Shares. The number of shares issued
as consideration is typically based on an average closing price per share of our Class A Ordinary Shares for a number of days prior to
the closing of such acquisition. Stock market volatility, generally, or stock price volatility, specifically, may result in acquisition
candidates being reluctant to accept our shares as consideration. In such cases, we may have to issue more shares if stock constitutes
part of the consideration, offer stock price guarantees, pay the entire purchase price in cash or negotiate an alternative price structure.
The result may be an increase in the cost of an acquisition. There is no assurance that an acquisition candidate will not negotiate stock
price guarantees with respect to a future acquisition, which may increase the cost of such acquisition.
Risks
Related to Our Corporate Structure
We
rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have,
and to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability
of us or our subsidiaries by the PRC government to transfer cash or assets, which could have a material adverse effect on our ability
to conduct our business.
We
are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by
our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions
to our shareholders and service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments
governing the debt may restrict its ability to pay dividends or make other distributions to us.
Subject
to the BVI Act and our Amended and Restated Memorandum and Articles, our Board of Directors may, by resolution of directors, authorize
and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable
grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts
as they fall due.
According
to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or
other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department
of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Taxation.”
In
addition, to the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available
to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on
the ability of us or our subsidiaries by the PRC government to transfer cash or assets. Any limitation on the ability of our HK Subsidiaries
to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions
that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
PRC
laws and regulations related to our current business operations are sometimes vague and uncertain and any changes in such laws and regulations
and interpretations of which may impair our ability to operate profitably.
Although
we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to establish a VIE structure with
any entity in mainland China, we are still subject to certain legal and operational risks associated with our operating subsidiaries
being based in Hong Kong and having all of their operations to date in Hong Kong. There are substantial uncertainties regarding the interpretation
and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement
and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be
subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and
interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business
may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding
of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.
We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
The
uncertainties regarding the enforcement of laws and the fact that rules and regulations in mainland China can change quickly with little
advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in our subsidiary in Hong Kong could result in a material change
in our operations, financial performance and/or the value of our ordinary shares or impair our ability to raise money.
On
the basis that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it
controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiaries currently do not
have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or to establish
a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiaries possess personal information
of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which
affects or may affect national security of the PRC, as advised by our PRC counsel, China Commercial Law Firm, as of the date of this
prospectus, subject to final determination by the CSRC and relevant competent authorities, the HK Subsidiaries are currently not required
to obtain approvals from Chinese authorities to operate its business or to list on the U.S. exchange and offer securities. However,
there remain some uncertainties as to whether and when we will be required to obtain approvals from Chinese authorities to operate our
business and list our Class A Ordinary Shares on the U.S. exchanges in the future, and if required, we cannot assure you that we will
be able to obtain such approvals.
The
Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory
agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of
PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission,
or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
23 |
We
have no subsidiaries, VIE structure or any direct operations in mainland China and we are not controlled by mainland Chinese companies
or individuals, therefore, we believe CSRC’s approval is not required for the listing and trading of our Class A Ordinary Shares
in the U.S.
We
are also aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market,
enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend
the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
On
July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly
issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital
market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement
and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system
of extraterritorial application of the PRC securities laws.
On
July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review, or the Revised Draft, for public comments, which
required that, among others, in addition to “operator of critical information infrastructure,” any “data processor”
controlling personal information of no less than one million users (which to be further specified) which seeks to list in a foreign stock
exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national
security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”),
and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures,”
which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review
Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends
to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of
the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration
indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application
with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November
2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data
security review by itself or by engaging a data security service provider and submit the annual data security review report for a given
year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised
Review Measures, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.
As at the date of the prospectus, we do not
have any clients who are mainland Chinese individuals. Our
HK Subsidiaries, ARMCL and ICEDL, may, in the future, collect and store certain data (including certain personal information)
from our clients for the “Know Your Customers” purpose, who may be PRC individuals, but currently we do not expect the Revised
Review Measures to have an impact on their business, operations or this Offering. As advised by our PRC counsel, China Commercial Law
Firm, we do not believe that ARMCL and ICEDL are deemed as the “operator of critical information infrastructure” or a “data
processor” controlling personal information of no less than one million users, which will be required to file for cybersecurity
review before listing in the U.S., because (i) ARMCL and ICEDL are incorporated and operating in Hong Kong without any subsidiary or
VIE structure in mainland China and the Revised Review Measures remains unclear whether it shall be applied to a Hong Kong company; (ii)
as of date of this prospectus, ARMCL and ICEDL are not in possession of personal information of any mainland Chinese individual clients;
and (iii) as of the date of this prospectus, ARMCL and ICEDL are not been informed by any PRC governmental authority of any requirement
that they file for a cybersecurity review. Based on laws and regulations currently in effect in the PRC as of the date of this prospectus,
we believe ARMCL and ICEDL are not required to pass the cybersecurity review of the CAC, or obtain regulatory approval from Chinese authorities,
including the CSRC, before our Class A Ordinary Shares can be listed in the U.S.
On
December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing
by Domestic Companies (the “Draft Administration Provisions”), and the Administrative Measures for the Filing of Overseas
Securities Offering and Listing by Domestic Companies (the “Draft Measures”) for public comment. On February 17, 2023, the
CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial
Administrative Measures”), which took effect on March 31, 2023. Compared to the Draft Measures, the Trial Administrative Measures
further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic
companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to
go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or
more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial
statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s
business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers
in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC
held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of
Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that
a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective
date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory
authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023.
Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved
in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines
provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security
measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC
within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file
subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas
offering and listing.
24 |
As
the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore,
we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in
a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering
applies to us. Based on laws and regulations currently in effect in the PRC, as advised by our PRC counsel, China Commercial Law Firm,
as of the date of this prospectus, subject to final determination by the CSRC and relevant competent authorities, we believe ARMCL and
ICEDL are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative
Measures before our Class A Ordinary Shares can be listed or offered in the U.S. because a) the Company does not, directly or indirectly,
own or control any entity or subsidiary in mainland China, and b) none of the Company’s business activities are conducted in mainland
China, nor is its main place of business located in mainland China, and none of the senior managers in charge of the Company’s
business operation and management is domiciled in mainland China.
Since
these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or
promulgated, if any. If ARMCL or ICEDL are deemed to be an “operator of critical information infrastructure” or “data
processor” controlling personal information of no less than one million users, ARMCL or ICEDL could be subject to PRC cybersecurity
review in the future. If ARMCL or ICEDL were required to obtain approvals from the PRC authorities, or to pass cybersecurity review of
CAC, in the future and was denied permission from the PRC authorities to list on U.S. exchanges, we will not be able to list our Class
A Ordinary Shares on U.S. exchange, continue to offer securities to investors, which would materially affect the interest of the investors
and cause significantly depreciation of our price of Class A Ordinary Shares.
It
is also highly uncertain what the potential impact such modified or new laws and regulations will have on daily business operation of
ARMCL and ICEDL, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign
exchanges. As of the date of this prospectus, on the basis of all of the facts and conditions set out above, ARMCL and ICEDL are not
required to obtain any permission or approval from mainland China or Hong Kong authorities to operate our business, or to obtain regulatory
approval for this Offering of our Class A Ordinary Shares to foreign investors from the PRC authorities, or to pass cybersecurity
review of CAC. However, it is highly uncertain that whether there will be significant changes to current political arrangements between
mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and that ARMCL or ICEDL will be required
to obtain such approval in the future. In the event that (i) the PRC government expanded the categories of industries and companies whose
foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals;
or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant
permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations
in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly
decline or become worthless.
Our
lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent
fraud which may affect the market for and price of our Class A Ordinary Shares.
To
implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management
on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus
forms a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over
financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial
reporting. However, in connection with the audits of our consolidated financial statements as of June 30, 2024 and 2025, we and our independent
registered public accounting firm identified material weaknesses in our internal control over financial reporting as well as other control
deficiencies for the above-mentioned periods. As defined in the standards established by the PCAOB of the United States, a “material
weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on
a timely basis. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited
staff and resources; ii) a lack of documented policies and controls (including IT controls and cybersecurity framework) which enable
management and other personnel to understand and carry out their internal control responsibilities; iii) a lack of independent directors
and an audit committee; iv) a lack of controls around data edit rights; and v) a lack of controls or procedures to monitor the system
operation and management, which influences the information technology general controls (“ITGCs”) on privileged access and
system changes.
We
intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these
material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) setting up a financial
and system control framework with formal documentation of polices and controls in place; and (iii) appointing independent directors,
establishing an audit committee and strengthening corporate governance; (iv) implementing appropriate backup and recovery procedures
and limiting authorized people to have access to the backup media; and (v) restricting and managing types of access rights and number
of users in the applications hosted by service organizations and the application used for financial reporting based on individuals with
their corresponding business roles and responsibilities.
We
will be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness
of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business,
financial condition, results of operations and prospects, as well as the market for and trading price of our Class A Ordinary Shares,
may be materially and adversely affected if we do not have effective internal controls. Before this Offering, we were a private
company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders
could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A Ordinary Shares.
The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make
it more difficult for us to raise funds in a debt or equity financing.
25 |
Additional
material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce
accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing
Rules.
If
we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of th
### EX-5.1 - EX-5.1
EX-5.1
2
ex5-1.htm
EX-5.1
Exhibit
5.1
Starrygazey
Inc. 星望有限公司 |
D | +852 3656 6054 |
|
E | nathan.powell@ogier.com |
|
D | +852 3656 6023 |
|
E |
janice.chu@ogier.com |
|
| |
|
Reference: NMP/JTC/515191.00001 |
21
May 2026
Dear
Sirs
Starrygazey
Inc. 星望有限公司 (the Company)
We
have acted as British Virgin Islands legal counsel to the Company in connection with the Company’s registration statement on
Form F-1, including all amendments or supplements thereto (the Registration Statement ), as filed with the United States
Securities and Exchange Commission (the Commission ) under the United States Securities Act of 1933, as amended (the Act ).
The Registration Statement relates to the offering (the Offering ) of 6,250,000 Class A Ordinary Shares (as defined in below)
(the Public Offering Shares ); together with an over-allotment option for a period of 45 days after the closing of the
Offering for the representative of the underwriters of the Company to purchase up to an aggregate of 937,500 additional Class A
Ordinary Shares, representing fifteen percent (15%) of the Public Offering Shares sold in the Offering (the Over-allotment
Shares ).
The
Public Offering Shares and the Over-allotment Shares are collectively referred to herein as the IPO Shares .
We
are furnishing this opinion as Exhibit 5.1, Exhibit 8.1 and Exhibit 23.2 to the Registration Statement.
Unless
a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. The
headings herein are for convenience only and do not affect the construction of this opinion.
Ogier
Providing
advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor
11 Central Tower
28
Queen’s Road Central
Central
Hong
Kong
T
+852 3656 6000
F
+852 3656 6001
ogier.com
|
Partners
Nicholas
Plowman
Nathan
Powell
Anthony
Oakes
Oliver
Payne
Kate
Hodson
David
Nelson
Joanne
Collett
Dennis
Li
Cecilia
Li
|
Yuki
Yan
David
Lin
Alan
Wong
Janice
Chu
Zhao
Rong Ooi
Rachel
Huang**
Florence
Chan* ‡
Richard
Bennett** ‡
James
Bergstrom ‡
|
*
admitted in New Zealand
**
admitted in England and Wales
‡
not ordinarily resident in Hong Kong
|
|
Page
2 of
8 |
1 | Documents examined |
For
the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents ):
| (a) | the
constitutional documents and public records of the Company obtained from the Registry of
Corporate Affairs in the British Virgin Islands (the Registrar ) on 16 January 2026
(the Company Registry Records ), including: |
| (i) | a
copy of the certificate of incorporation of the Company dated 29 August 2025; |
| (ii) | a
copy of the memorandum and articles of association of the Company registered with the Registrar
on 29 August 2025; |
| (iii) | a
copy of the amended and restated memorandum and articles of association of the Company as
adopted by resolutions of members dated 9 September 2025 and filed on 15 September 2025 (the
Memorandum and Articles ); |
| (b) | the
public information revealed from a search of the electronic records of the Civil Division
and the Commercial Division of the Registry of the High Court and of the Court of Appeal
(Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement
Management System (the High Court Database ) by the Registry of the High Court of the
Virgin Islands on 16 January 2026 (the Court Records ); |
| (c) | The
Company Registry Records and the Court Records each as updated by update searches on 22 January
2026, 15 April 2026 and 21 May 2026 (the Company Registry Records and the Court Records together, and
as updated, the Public Records ); |
| (d) | a
copy of certificate of incumbency dated 15 October 2025 (the Certificate of Incumbency )
issued by the registered agent of the Company (the Registered Agent ) in respect of
the Company; |
| (e) | a
copy of the register of directors of the Company provided to us on 14 January 2026 (the ROD ); |
| (f) | a
copy of the register of members of the Company provided to us on 14 January 2026 (the ROM ,
and together with the ROD, the Registers ); |
| (g) | a
copy of the written resolutions of the sole director of the Company dated 23 January 2026 and 21 May 2026
approving the Company’s filing of the Registration Statement and the issuance of the
IPO Shares; and |
| (h) | the
Registration Statement. |
|
Page
3 of
8 |
2 | Assumptions |
In
giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation
or verification in respect of those assumptions:
| (a) | all
original documents examined by us are authentic and complete; |
| (b) | all
copy documents examined by us (whether in facsimile, electronic or other form) conform to
the originals and those originals are authentic and complete; |
| (c) | all
signatures, seals, dates, stamps and markings (whether on original or copy documents) are
genuine; |
| (d) | each
of the Certificate of Incumbency and the Register is accurate and complete as at the date
of this opinion; |
| (e) | all
copies of the Registration Statement are true and correct copies and the Registration Statement
conform in every material respect to the latest drafts of the same produced to us and, where
the Registration Statement has been provided to us in successive drafts marked-up to indicate
changes to such documents, all such changes have been so indicated; |
| (f) | the
Company has complied with, or will comply with when due, its obligations to file (unless
the Company is within one of the statutory exceptions to the obligations to file) a financial
return, its register of directors, its register of members and its beneficial ownership information
pursuant to the BVI Business Companies Act (Revised) (the BCA ); |
| (g) | the
Board Resolutions remain in full force and effect and the sole director of the Company has
acted in good faith with a view to the best interests of the Company and has exercised the
standard of care, diligence and skill that is required of him in approving the Offering,
and the sole director does not have a financial interest in or other relationship to a party
of the transactions contemplated by the Offering and the Board Resolutions which has not
been properly disclosed in the Board Resolutions; |
| (h) | no
invitation has been or will be made by or on behalf of the Company to the public in the British
Virgin Islands to subscribe for any Ordinary Shares (as defined below) and none of the Ordinary
Shares have been offered or issued to residents of the British Virgin Islands; |
| (i) | the
Company is, and after the allotment (where applicable) and issuance of any IPO Shares will
be, able to pay its liabilities as they fall due and the value of its assets exceeds and
will exceed its liabilities; |
| (j) | the
information and each of the documents disclosed by the Public Records was and is accurate,
up-to-date and remains unchanged as at the date hereof and there is no information or document
which has been delivered for registration, or which is required by the laws of the British
Virgin Islands to be delivered for registration, which was not included and available for
inspection in the Public Records; |
| (k) | there
is no provision of the law of any jurisdiction, other than the British Virgin Islands, which
would have any implication in relation to the opinions expressed herein; and |
| (l) | the
Company is not a land owning company for the purposes of Section 242 of the BCA meaning that
neither it nor any of its subsidiaries has an interest in any land in the British Virgin
Islands. |
|
Page
4 of
8 |
3 | Opinions |
On
the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph
4 below, we are of the opinion that:
Corporate
status
| (a) | The
Company is a company duly incorporated with limited liability under the BCA on 29 August
2025 and is validly existing and in good standing under the laws of the British Virgin Islands. |
Maximum
number of shares authorised to issue
| (b) | Based
solely on the Memorandum and Articles, the Company is authorised issue an unlimited number
of shares with no par value, divided into (i) Class A ordinary shares with no par value (the
Class A Ordinary Shares ) and (ii) Class B ordinary shares with no par value (the Class
B Ordinary Shares , together with the Class A Ordinary Shares, the Ordinary Shares ). |
Corporate
authorisation
| (c) | The
Company has taken all requisite corporate action to authorise the issuance of the IPO Shares
under the Registration Statement. |
Valid
issuance of IPO Shares
| (d) | The
IPO Shares to be offered and issued by the Company as contemplated by the Registration Statement
have been duly authorised for issue and when: |
| (i) | issued
and allotted by the Company against payment in full of the consideration therefor in accordance
with the terms set out in the Registration Statement, the terms in the underwriting agreement
to be entered into by the Company, and the Memorandum and Articles; and |
| (ii) | such
issuance of IPO Shares have been duly registered in the Company’s register of members
as fully paid shares, |
will
be validly issued, fully paid and non-assessable.
|
Page
5 of
8 |
Taxation
| (e) | No
taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding,
deduction or otherwise) to the government of the British Virgin Islands in respect of the
Offering. |
| (f) | There
is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance
tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest,
rents, royalties, compensations and other amounts paid by the Company are exempt from any
taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax
Ordinance (Cap 206). In particular, section 242 of the BCA provides the Company with a statutory
exemption from all forms of taxation in the British Virgin Islands. |
Registration
Statements
| (g) | The
statements under the caption “Prospectus Summary”, “Risk Factors”,
“Enforceability of Civil Liabilities”, “Dividend Policy”, “Management”,
“Description of Shares”, “Taxation”, and “Legal Matters”
in the prospectus forming part of the Registration Statement, to the extent that they constitute
statements of British Virgin Islands law, are accurate in all material respects and that
such statements constitute our opinion. |
4 | Limitations
and Qualifications |
4.1 | We
offer no opinion: |
| (a) | as
to any laws other than the laws of the British Virgin Islands, and we have not, for the purposes
of this opinion, made any investigation of the laws of any other jurisdiction, and we express
no opinion as to the meaning, validity, or effect of references in the Documents to statutes,
rules, regulations, codes or judicial authority of any jurisdiction other than the British
Virgin Islands; or |
| (b) | except
to the extent that this opinion expressly provides otherwise, as to the commercial terms
of, or the validity, enforceability or effect of the Registration Statement, the accuracy
of representations, the fulfilment of warranties or conditions, the occurrence of events
of default or terminating events or the existence of any conflicts or inconsistencies among
the Registration Statement and any other agreements into which the Company may have entered
or any other documents. |
4.2 | Under
the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate
Affairs. Failure to pay the annual fees by the relevant due date will render the Company
liable to a penalty fee in addition to the amount of the outstanding fees. If the license
fee and/or any penalty fee remains unpaid from the due date, the Company will be liable to
be struck off and dissolved from the Register of Companies in the British Virgin Islands. |
4.3 | Under
the BCA, a copy of the Company’s register of directors which is complete must be filed
by the Company at the Registry of Corporate Affairs. Failure to make this filing will render
the Company liable to a penalty fee and if the filing is not made within the requisite time
period or any penalty fee remains unpaid from the due date, the Company will be liable to
be struck off and dissolved from the Register of Companies. |
|
Page
6 of
8 |
4.4 | Under
the BCA, an annual financial return, in the prescribed form, must be filed by the Company
with its Registered Agent in respect of each year for which one is due within the timeframe
prescribed by the BCA for that year (unless the Company is within one of the statutory exceptions
to the obligation to file). Failure to make this filing when due will render the Company
liable to a penalty fee and where the Company is liable to the maximum penalty and has not
filed its annual return, the Company will be liable to be struck off and dissolved from the
Register of Companies. |
4.5 | Under
the BCA, unless the Company is within one of the statutory exceptions to the obligation to
file and is compliant with any conditions for the relevant exception(s) to apply, a copy
of the Company’s register of members which is complete and certain prescribed beneficial
ownership information for the Company must be filed by the Company at the Registry of Corporate
Affairs. Failure to make these filings will render the Company liable to penalty fees and
if the filings are not made within the requisite time period or any penalty fee remains unpaid
from the due date, the Company will be liable to be struck off and dissolved from the Register
of Companies. |
4.6 | For
the purposes of this opinion “in good standing” means only that it appears from
our searches of the Public Records and on the basis of certain of the assumptions made herein
being correct the Company is in good standing. We have made no enquiries into the Company’s
good standing with respect to any other filings or payment of fees, or both, that it may
be required to make under the laws of the British Virgin Islands other than the BCA. We have
made no enquiries into whether the copy of the register of directors, the copy of the register
of members or the Company’s beneficial ownership information filed at the Registry
of Corporate Affairs matches the details set out on the Certificate of Incumbency or whether
the annual return filed by the Company with its registered agent is in the prescribed form
as required pursuant to the BCA. |
4.7 | The
Public Records and our searches thereof may not reveal the following: |
| (a) | in
the case of the Company Registry Records, details of matters which have not been lodged for
registration or have been lodged for registration but not actually registered at the time
of our search or notifications made to the Registrar of Corporate Affairs by the Registered
Agent of any failure by any Company to file its register of directors, register of members,
beneficial ownership information and/or annual return as required and within the time frame
prescribed by the BCA; |
| (b) | in
the case of the Court Records, details of proceedings which have been filed but not actually
entered in the High Court Database at the time of our search; |
| (c) | whether
an application for the appointment of a liquidator or a receiver has been presented to the
High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed
out of court, or whether any out of court dissolution, reconstruction or reorganisation of
the Company has been commenced; or |
| (d) | any
originating process (including an application to appoint a liquidator) in respect of the
Company in circumstances where the High Court of the British Virgin Islands has prior to
the issuance of such process ordered that such process upon issuance be anonymised (whether
on a temporary basis or otherwise), |
and
the following points should also be noted:
|
Page
7 of
8 |
| (e) | the
Court Records reflect the information accessible remotely on the High Court Database, we
have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause
Book ) or the Commercial Cause Book (the Commercial Cause Book ) at the Registry
of the High Court of the British Virgin Islands. Although the High Court Database should
reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High
Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and
for that reason neither facility can be relied upon to reveal whether or not a particular
entity is a party to litigation in the British Virgin Islands; |
| (f) | the
High Court Database is not updated if third parties or noticed parties are added to or removed
from the proceedings after their commencement; and |
| (g) | while
it is a requirement under Section 118 of the Insolvency Act that notice of the appointment
of a receiver be registered with the Registry of Corporate Affairs, however, it should be
noted that failure to file a notice of appointment of a receiver does not invalidate the
receivership but gives rise to penalties on the part of the receiver and the absence of a
registered notice of appointment of a receiver is not conclusive as to there being no existing
appointment of a receiver in respect of the Company or its assets. |
5 | Governing
law of this opinion |
5.1 | This
opinion is: |
| (a) | governed
by, and shall be construed in accordance with, the laws of the British Virgin Islands; |
| (b) | limited
to the matters expressly stated in it; and |
| (c) | confined
to, and given on the basis of, the laws and practice in the British Virgin Islands at the
date of this opinion. |
5.2 | Unless
otherwise indicated, a reference to any specific British Virgin Islands legislation is a
reference to that legislation as amended to, and as in force at, the date of this opinion. |
6 | Reliance |
6.1 | We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the headings “Prospectus Summary” ,
“Risk Factors” , “ Enforceability of Civil Liabilities ”, “Dividend
Policy” , “Management” , “Description of Shares” ,
“Taxation” , and “ Legal Matters ” of the Registration
Statement. |
6.2 | This
opinion may be used only in connection with the Offering of the IPO Shares while the Registration
Statement is effective. |
|
Page
8 of
8 |
Yours
faithfully | |
| |
Ogier | |
|
### EX-23.1 - EX-23.1
EX-23.1
3
ex23-1.htm
EX-23.1
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the inclusion in this Registration Statement on Form F-1 of our report dated September 17, 2025, with respect to our audits
of the consolidated financial statements of Starrygazey Inc. and its subsidiaries as of and for the fiscal years ended June 30, 2025
and 2024. We also consent to the reference to our firm under the heading “Experts” in the Prospectus.
KD & Co. |
|
|
|
/s/ KD & Co. |
|
Hong
Kong, China |
|
May 26, 2026 |
|
|
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0002087064
2026-05-26
2026-05-26
0002087064
1
2026-05-26
2026-05-26
0002087064
2
2026-05-26
2026-05-26
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
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F-1
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Starrygazey Inc.
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Table 1: Newly Registered and Carry Forward Securities
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☐Not Applicable
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|
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Security Type
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Security Class Title
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Fee Calculation or Carry Forward Rule
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Amount Registered
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Proposed Maximum Offering Price Per Unit
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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Carry Forward Form Type
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Carry Forward File Number
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Carry Forward Initial Effective Date
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Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
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Newly Registered Securities
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Fees to be Paid
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1
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Equity
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Class A Ordinary Shares
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457(a)
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2,875,000
|
$
5.00
|
$
14,375,000.00
|
0.0001381
|
$
1,985.19
|
|
|
|
|
Fees Previously Paid
|
2
|
Equity
|
Class A Ordinary Shares
|
457(a)
|
4,312,500
|
$
5.00
|
$
21,562,500.00
|
|
$
2,977.78
|
|
|
|
|
Carry Forward Securities
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Carry Forward Securities
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total Offering Amounts:
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|
$
35,937,500.00
|
|
$
4,962.97
|
|
|
|
|
|
|
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Total Fees Previously Paid:
|
|
|
|
$
2,977.79
|
|
|
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|
|
|
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Total Fee Offsets:
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|
|
|
$
0.00
|
|
|
|
|
|
|
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Net Fee Due:
|
|
|
|
$
1,985.18
|
|
|
|
|
Offering Note
|
1
|
(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. Includes Class A ordinary shares that may be purchased by the underwriters pursuant to their option to purchase additional Class A ordinary shares to cover over-allotment, if any.
(2) In accordance with Rule 416, the Registrant is also registering an indeterminate number of additional Class A ordinary shares that shall be issuable after the date hereof as a result of share splits, share dividends, or similar transactions.
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|
2
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(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. Includes Class A ordinary shares that may be purchased by the underwriters pursuant to their option to purchase additional Class A ordinary shares to cover over-allotment, if any.
(2) In accordance with Rule 416, the Registrant is also registering an indeterminate number of additional Class A ordinary shares that shall be issuable after the date hereof as a result of share splits, share dividends, or similar transactions.
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Table 2: Fee Offset Claims and Sources
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☑Not Applicable
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|
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Registrant or Filer Name
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Form or Filing Type
|
File Number
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Initial Filing Date
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Filing Date
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Fee Offset Claimed
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Security Type Associated with Fee Offset Claimed
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Security Title Associated with Fee Offset Claimed
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Unsold Securities Associated with Fee Offset Claimed
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Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
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Fee Paid with Fee Offset Source
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Rules 457(b) and 0-11(a)(2)
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Fee Offset Claims
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Fee Offset Sources
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Rule 457(p)
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Fee Offset Claims
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Fee Offset Sources
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Table 3: Combined Prospectuses
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☑Not Applicable
|
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Security Type
|
Security Class Title
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Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
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