### F-1/A - AMENDMENT NO.3 TO FORM F-1
F-1/A
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ea0231668-09.htm
AMENDMENT NO.3 TO FORM F-1
As filed with the U.S. Securities and Exchange Commission on May 26, 2026
Registration No. 333-290728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Law’s Business Group Holding Limited
(Exact name of registrant as specified in its charter)
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Cayman Islands
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8742
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Unit 1813-1815, 18 / F, Hollywood Plaza
610, Nathan Road, Mongkok, Hong Kong
Tel: +852 2612 1688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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c/o Cogency Global Inc.
122 East 42 nd Street, 18 th Floor
New York, NY 10168
+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Lawrence S. Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Telephone: +852-3923-1111
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Fang Liu, Esq.
VCL Law LLP
1945 Old Gallows Road, Suite 260
Vienna, VA 22182
Telephone: (703) 919 -7285
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Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is 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 S ection 7(a)(2)(B) of the Securities Act. ☐
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† 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.
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The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION, DATED May 26 , 2026
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LAW’S BUSINESS GROUP HOLDING LIMITED
6,250,000 Class A Ordinary Shares
This is an initial public offering (the “Offering”) of 6,250,000 Class A ordinary shares of par value US$0.0001 per share (the “Class A Ordinary Shares”), of Law’s Business Group Holding Limited (“Law’s”, the “Company”, “we, “our”, or “us”), on a firm commitment basis. We anticipate that the initial public offering price (the “Offering Price”) will be between US$4 and US$6 per Class A Ordinary Share. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We plan to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LSBA”. This Offering is contingent upon us listing our Class A Ordinary Shares on the Nasdaq Capital Market, or Nasdaq. However, there is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this Offering will not be completed.
The share capital of the Company consists of two classes of ordinary shares, Class A Ordinary Shares and Class B ordinary shares (“Class B Ordinary Shares”). 6,250,000 Class A Ordinary Shares will be offered by us in this offering. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to voting rights. Each Class B Ordinary Share has twenty votes per share, whereas our Class A Ordinary Shares, which we are selling in this offering, have one vote per share. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible into Class A Ordinary Shares. See “ Risk Factors — Risks Related to our Shares — The dual -class structure of our Shares has the effect of concentrating voting control with those shareholders who held our Cl ass B Ordinary Shares prior to this offering. Assuming LSBA, continues to hold all of its existing Class A Ordinary Shares and that the underwriters do not exercise their over -allotment option, it will have to maintain at least 41.06% of Class B Ordinary Shares prior to the completion of this offering, or 70.06% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares .”
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 20 to read about factors you should consider before buying our Cl ass A Ordinary Shares.
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
We are an “Emerging Growth Company” under applicable U.S. federal securities laws and are, therefore, eligible for reduced public company reporting requirements. Please read “Implications of Being an Emerging Growth Company” beginning on page 14 of this prospectus for more information.
Following this Offering, Ms. Suet Ching, YIU, our Controlling Shareholder, will, through LSBA, beneficially own 4,310,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares, of our total issued and outstanding Ordinary Shares, in aggregate, representing 58.91% of the total voting power, assuming that the underwriters do not exercise their over -allotment option. As a result, through LSBA, Ms. Yiu can control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed a “controlled company” within the meaning of the Nasdaq listing rules and follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Related to Our Corporate Structure — Our corporate actions will be substantially controlled by our Controlling Shareholder, Ms. Suet Ching. YIU, who through LSBA, will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Clas s A Ordinary Shares and materially reduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders ” on page 41 and “Prospectus Summary — Implication of Being a Controlled Company” on page 15 of this prospectus.
Law’s Business Group Holding Limited, or Law’s, is a holding company incorporated in Cayman Islands. Law’s is not a Chinese or Hong Kong operating company but is a holding company incorporated in Cayman Islands. As a holding company with no material operations of its own, Law’s conducts all its operations through its operating entity, namely
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Law’s Business Accounting Limited incorporated in Hong Kong (the “Operating Subsidiary”). Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in the Operating Subsidiary, but rather purchasing equity solely of Law’s, the Cayman Islands holding company. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow this structure, which would likely result in a material change in Law’s operations and / or a material change in the value of the securities Law’s is registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless.
Our Operating Subsidiary conduct its business in Hong Kong, a Special Administrative Region of the PRC, and none of our clients are Mainland China individuals or Mainland China companies. However, since our operations are located in Hong Kong, which is a Special Administrative Region of the PRC, we are subject to significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong. The legal and operational risks associated in operating in the Mainland China also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti -monopoly concerns, would be applicable to the Operating Subsidiary and us, given the substantial operations in Hong Kong and the possibilities that PRC government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers likes us. Such governmental actions:
• could result in a material change in our operations and/or the value of our Class A Ordinary Shares;
• could significantly limit or completely hinder our ability to continue our operations;
• could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and
• may cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
Further, we are subject to significant legal and operational risks associated with the relations between China and the United States, or Chinese or U.S. regulations. The SEC has issued statements primarily focused on companies with significant China -based operations. For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China -based operations. The statement also addressed risks inherent in companies with VIE structures. The Company currently does not have, nor do it currently intend to establish, any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China, and are not in any industry that is subject to foreign ownership limitations by Mainland China. However, it is possible that the Company’s filings with the SEC may be subject to enhanced review by the SEC and this additional scrutiny could affect our ability to effectively raise capital in the United States. If any new legislation, executive orders, laws and/or regulations are implemented, if the U.S. or Chinese governments take retaliatory actions due to the recent U.S. -China tension or if the Chinese government exerts more oversight and control over securities offerings that are conducted in the United States, such changes could have an adverse effect on our business, financial condition and results of operations, our ability to raise capital and the value of the Class A Ordinary Shares that we are registering. See “ Risk Factors — Risks Relating to Jurisdictions Where We Operate — Changes in U.S. and Chinese regulations or in relations between the United States and China may adversely impact our business, our operating results, our ability to raise capital and the value of the Class A Ordinary Shares that we are registering. Any such changes may take place quickly and with very little notice. ” on page 40.
As we operate in a competitive industry and a highly competitive market, we may be subject to a variety of laws and other obligations regarding competition laws in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations. We face significant competition in the market due to the presence of a large amount of goods and service providers. We may be subject to the Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (“Competition Ordinance”), which came into force on December 14, 2015, laying down three forms of behaviors and imposing three rules intended to prevent and discourage anti -competitive conducts: (i) the first conduct rule prohibits agreements between undertakings that have the object or effect of preventing, restricting and
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distorting competition in Hong Kong; (ii) the second conduct rule prohibits undertakings with a substantial degree of market power in a market from abusing that power by engaging in conduct that has the object or effect of preventing, restricting and distorting competition in Hong Kong; and (iii) the merger rule prohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong.
The Competition Commission is a statutory body in Hong Kong established to investigate any contravention against and enforce on the provisions of the Competition Ordinance, and the Competition Tribunal is a tribunal set up under the Competition Ordinance, as part of the Hong Kong judiciary, to hear and decide cases relating to competition law in Hong Kong. Under the guidelines and policies published by the Competition Commission, possible outcomes of investigation of contravention of the Competition Ordinance may include the acceptance of commitment given by the infringer, the issuing of warning notice or infringement notice, commencement of proceedings in the Competition Tribunal, applying for consent order, referral of complaint to a government agency and the conduct of a market study. The Competition Tribunal may order remedies including pecuniary penalty, disqualification order, or other orders under the Competition Ordinance. The guidelines and policies published by the Competition Commission in Hong Kong did not mention any remedies which may affect an entity’s ability to accept foreign investment or list on a U.S./foreign exchange as a result of the non -compliance of the Competition Ordinance. See “Risk Factors — Risks Relating to Jurisdictions Where We Operate — Compliance with Hong Kong’s Competition Ordinance and any such other existing or future competition laws, regulations and governmental orders may entail significant expenses and could materially affect our business.” on page 36.
We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in the 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 a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti -monopoly enforcement. See “Prospectus Summary — Recent Regulatory Development in the PRC” beginning on page 10. No effective laws or regulations in the PRC explicitly require the Company to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for the Company’s overseas listing plan, nor has the Company or the Operating Subsidiary received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and 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 Company’s daily business operation, the ability to accept foreign investments and list on an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See “Prospectus Summary — Recent Regulatory Development in the PRC” beginning on page 10 and “Risk Factors — Risks Relating to Jurisdictions Where We Operate — There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We and our Operating Subsidiary may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. ” on page 31.
On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated
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financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in Mainland China, or its main place(s) of business are located in Mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in Mainland China. In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
Based on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (ii) it is not controlled by any Mainland China entity or individual; (iii) it does not have any operation in the Mainland China, nor does it have any partnership or cooperation with any Mainland China entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the Mainland China; (v) none of the senior managers in charge of the business operations and management are citizens of the Mainland China or domiciled in Mainland China; and (vi) no revenue of the Company is generated from the Mainland China, this Offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC. Further, as of the date of this prospectus, in the opinion of our PRC legal counsel, China Commercial Law Firm, the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measures do not apply to the Company, and its listing on Nasdaq does not require fulfilling the filing procedure to the CSRC. However, given the uncertainties arising from the legal system in the PRC and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and the significant authority of the PRC government to intervene in or influence the offshore holding company headquartered in Hong Kong at any time, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this Offering. See “ Risk Factors — Risks Relating to Jurisdictions Where We Operate — All of our operations is in Hong Kong. However, due to the long arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, or may exert control over operations of our business, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiary in Hong Kong may be subject to the PRC laws and regulations, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of the PRC laws and regulations may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. ” on page 30.
If we or our Operating Subsidiary inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non -compliance , prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may
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be materially and adversely affected. See “Risk Factors — Risks Relating to Jurisdictions Where We Operate — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and / or foreign investment in Mainland China -based issuers to Hong Kong -based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 36.
Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “ over -the -counter ” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in Mainland China and Hong Kong.
Our auditor, J&S Associate PLT, is headquartered in Malaysia, and registered with the PCAOB. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the Determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, 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 completely, consistent with U.S law. It includes three provisions that, if abided by, would grant the PCAOB complete access for the first time: (1) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates — without consultation with, nor input from, PRC authorities; (2) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; and (3) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates. Our auditor, J&S Associate PLT, has no auditor’s work papers of our Company in China as of the date of this prospectus. On December 15, 2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in Mainland China and Hong Kong and has voted to vacate its previous Determination report, which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in Mainland China or Hong Kong.
However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB -registered public accounting firms headquartered in Mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in Mainland China and Hong Kong moving forward and has resumed regular inspections since March 2023. The PCAOB is continuing pursuing ongoing investigations and may initiate new investigations as needed. There can be no assurance that China will abide by the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China and that on -site inspections and investigations of firms headquartered in Mainland China and Hong Kong will occur and allows for full and timely access to information. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. These recent developments could also add uncertainties to this Offering and we cannot assure you that the Nasdaq Capital Market or regulatory authorities would not apply additional or 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 sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded
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on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” on page 44.
Law’s holds all of the equity interests in its Hong Kong subsidiary through an intermediate holding company incorporated in the British Virgin Islands, or BVI. As a holding company, Law’s may rely on dividends and other distributions on equity paid by our Operating Subsidiary for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our memorandum and articles of association (as amended from time to time) to provide funding to our Operating Subsidiary incorporated in Hong Kong through loans and/or capital contributions. Our Operating Subsidiary is permitted under the laws of Hong Kong to issue cash dividends to us without limitation on the size of such dividends. However, if our Operating Subsidiary incurs debt on its own behalf, the instruments governing such debt may restrict its ability to pay dividends. As of the date of this prospectus, no transfers were made from the Company to its Operating Subsidiary.
The following dividends were declared by the Company and its subsidiaries during the fiscal years ended March 31, 2025 and 2024, and as of the date of this prospectus:
(i) on November 30, 2024, the Operating Subsidiary declared a special dividend of US$423,457 to the then sole shareholder of the Operating Subsidiary, namely Ms. Suet Ching, YIU;
(ii) on May 20, 2025, the Operating Subsidiary declared a special dividend of HK$4,000,000 (equivalent to US$514,139) to its sole shareholder, namely, LSBGHL. Subsequently on the same date, LSBGHL declared a special dividend of HK$4,000,000 (equivalent to US$514,139) to its sole shareholder, namely, the Company. Then, on the same date, the Company declared a special dividend of HK$4,000 per share (equivalent to US$514 per share) with respect to the 1,000 issued shares of the company or HK$4,000,000 (equivalent to US$514,139) to the sole shareholder of the Company, namely, LSBA; and
(iii) On June 27, 2025, the Operating Subsidiary declared a special dividend of or HK$2,000,000 (equivalent to US$257,069) to its sole shareholder, namely, LSBGHL. Subsequently on the same date, LSBGHL declared a special dividend of or HK$2,000,000 (equivalent to US$257,069) to its sole shareholder, namely, the Company. Then, on the same date, the Company declared a special dividend of HK$2,000 per share (equivalent to US$257 per share) with respect to the 1,000 issued shares of the Company or HK$2,000,000 (equivalent to US$257,069) to the sole shareholder of the Company, namely, LSBA.
Save as the aforementioned, during the fiscal years ended March 31, 2025 and 2024, and as of the date of this prospectus, the Operating Subsidiary has not made any dividends or distributions to the Company nor any holding companies and our Operating Subsidiary has not encountered difficulties or limitations with respect to its abilities to transfer cash to its shareholder. For details, see “Consolidated Statements of Change in Shareholders’ Equity for the Years Ended March 31, 2025 and 2024” in the Consolidated Financial Statements and “Note 15 — Subsequent Events” of the Notes to Consolidated Financial Statements.
As of the date of this prospectus, the Company does not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred between the Company, its subsidiaries or investors. For details, see “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” on page 4 of this prospectus.
Furthermore, as of the date of this prospectus, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between Law’s and its subsidiaries, across borders and to U.S investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries, to Law’s and U.S. investors and amounts owed. There can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong. Any restrictions, prohibitions, interventions or limitations by the PRC government on the ability of the Company or our Operating Subsidiary to transfer cash or
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assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong. For a more detailed discussion of how the cash is transferred within our organization, see “Prospectus Summary — Transfers of cash to and from our subsidiaries” 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. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.” on page 4 and 42.
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.
|
|
Per Class A
Ordinary Share
|
|
Total Without
Over-Allotment
Option
|
|
Total with Full
Over-Allotment
Option
|
Offering price (1)
|
|
US$
|
5.00
|
|
US$
|
31,250,000
|
|
US$
|
35,937,500
|
Underwriting discounts (2)
|
|
US$
|
0.35
|
|
US$
|
2,187,500
|
|
US$
|
2,515,625
|
Proceeds to the company before expenses (3)
|
|
US$
|
4.65
|
|
US$
|
29,062,500
|
|
US$
|
33,421,875
|
____________
(1) Initial public offering price per Class A Ordinary Share is assumed as US$5, which is the midpoint of the range set forth on the cover page of this prospectus.
(2) We have agreed to pay the underwriters a discount equal to seven percent (7%) of the gross proceeds of the Offering. In addition to the compensation referenced above, we have agreed to pay to Cathay Securities, Inc., the representative of the underwriters (the “Representative”), a non -accountable expense allowance of one percent (1%) of the total proceeds raised and, to reimburse the underwriters for certain accountable expenses incurred relating to this Offering. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page 126.
(3) Excludes fees and expenses payable to the underwriters.
This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares offered by the Company if any such shares are taken. We have granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to fifteen percent (15%) additional Class A Ordinary Shares from us at the initial public offering price, less underwriting discounts, within 45 days from the closing of this Offering to cover over -allotments , if any. If the underwriters exercise the option in full, assuming the public offering price per share is US$5 (the midpoint of the price set forth on the cover pages of this prospectus), the total underwriting discounts payable will be US$2,515,625, and the total proceeds to us, before expenses, will be US$33,421,875.
We expect our total cash expenses for this Offering to be approximately US$1,345,045, including expenses payable to the underwriters for their reasonable out -of -pocket expenses and non -accountable expense allowance, exclusive of the above discounts.
If we complete this Offering, net proceeds will be delivered to us on the closing date.
The underwriters expect to deliver the Class A Ordinary Shares against payment as set forth under “Underwriting” on or about [*] 2026.
The date of this prospectus is [*], 2026
Table of Contents
TABLE OF CONTENTS
|
|
Page
|
PROSPECTUS SUMMARY
|
|
1
|
RISK FACTORS
|
|
20
|
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS
|
|
53
|
USE OF PROCEEDS
|
|
54
|
DIVIDEND POLICY
|
|
55
|
CORPORATE HISTORY AND STRUCTURE
|
|
56
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CAPITALIZATION
|
|
58
|
DILUTION
|
|
59
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
60
|
INDUSTRY OVERVIEW
|
|
75
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BUSINESS
|
|
84
|
REGULATIONS
|
|
91
|
MANAGEMENT
|
|
97
|
RELATED PARTY TRANSACTIONS
|
|
103
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PRINCIPAL SHAREHOLDERS
|
|
105
|
DESCRIPTION OF SHARE CAPITAL
|
|
106
|
SHARES ELIGIBLE FOR FUTURE SALE
|
|
116
|
TAXATION
|
|
118
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
|
125
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UNDERWRITING
|
|
126
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EXPENSES RELATING TO THIS OFFERING
|
|
130
|
LEGAL MATTERS
|
|
131
|
EXPERTS
|
|
131
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
|
131
|
INDEX TO FINANCIAL STATEMENTS
|
|
F-1
|
We have not, and the Underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. 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 Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. 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 the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.
No action is being taken in any jurisdiction outside the U.S. to permit a public offering of our securities or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the U.S. are required to inform themselves about and to observe any restrictions about this Offering and the distribution of this prospectus applicable to those jurisdictions.
Until and including ________, 2026 (the 25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
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PRESENTATION OF FINANCIAL INFORMATION
Basis of Presentation
Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”). Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Financial Information in U.S. Dollars
The financial position and results of its operations are determined using Hong Kong Dollars, as the functional currencies. The Group’s consolidated financial statements are presented in U.S. Dollars (“US$” or “$”). This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. The following table outlines the exchange rates from HK Dollars into US dollars that are used in preparing these consolidated financial statements:
|
|
For the years ended
March 31,
|
|
|
2025
|
|
2024
|
Average rate (HK$)
|
|
7.79
|
|
7.82
|
|
|
As of
March 31,
|
|
|
2025
|
|
2024
|
Year-end spot rate (HK$)
|
|
7.78
|
|
7.83
|
We make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.
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MARKET AND INDUSTRY DATA
Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third -party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.
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PROSPECTUS SUMMARY
This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A Ordinary Shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
Prospectus Conventions
Except where the context otherwise requires and for purposes of this prospectus only, references to:
• “Amended and Restated Memorandum and Articles of Association” refers to the amended and restated memorandum of association and the articles of association of Law’s (as defined below) adopted on July 8, 2025;
• “BVI” refers to the British Virgin Islands;
• “CAGR” refers to compounded annual growth rate, the year -on -year growth rate over a specific period of time;
• “Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;
• “Controlling Shareholder” refers to Ms. Suet Ching, YIU, the ultimate beneficial owner of the 4,310,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares held by LSBA Holding Limited, a company incorporated under the laws of the British Virgin Islands on February 12, 2025;
• “LSBGHL” refers to LS Business Group Holding Limited, a company incorporated under the laws of the British Virgin Islands on January 22, 2025, a business company directly and wholly owned by Law’s;
• “Law’s” the “Company” and “Law’s Business Group Holding Limited” refers to Law’s Business Group Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability on November 28, 2024
• “Class A Ordinary Shares” refers to the Class A Ordinary Shares of Law’s (as defined above), par value of US$0.0001 per share, conferring a holder of a Class A Ordinary Share one vote per share on any resolution tabled at the Company’s general meeting;
• “Class B Ordinary Shares” refers to the Class B Ordinary Shares of Law’s (as defined above), par value of US$0.0001 per share, conferring weighted voting rights in the Company such that a holder of a Class B Ordinary Share is entitled to twenty votes per share on any resolution tabled at the Company’s general meeting;
• “FY2024” and “FY2025” refer to fiscal year ended March 31, 2024 and 2025, respectively;
• “HKD,” “Hong Kong dollar(s),” or “HK$” refer to the legal currency of Hong Kong;
• “Hong Kong” or “HKSAR” refers to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;
• “Mainland China” refers to the mainland of the People’s Republic of China; excluding Taiwan, Hong Kong and the Macau Special Administrative Regions of the People’s Republic of China for the purposes of this prospectus only;
• “GIH” refers to GOVEN Intelligence Holdings Limited, an independent research consultancy firm commissioned by the Company;
• “GIH Report” refers to the “INDUSTRY OVERVIEW REPORT FOR LAW’S BUSINESS GROUP HOLDING LIMITED” prepared by GOVEN Intelligence Holdings Limited and commissioned by the Company;
• “Group” refers to Law’s and its subsidiaries;
• “Memorandum and Articles of Association” refers to the memorandum of association and the articles of association of Law’s (as defined above) filed with the Registry of Companies of the Cayman Islands on November 28, 2024;
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• “Operating Subsidiary” refers to Law’s Business Accounting Limited, a company with limited liability incorporated under the laws of Hong Kong on July 12, 2021, the indirectly wholly -owned subsidiary of Law’s, through LSBGHL, unless otherwise specified;
• “PRC” refers to the People’s Republic of China, including Hong Kong and the Macau Special Administrative Regions of the People’s Republic of China;
• “PRC government” or “Chinse government” are to the government and governmental authorities of Mainland China for the purposes of this prospectus only;
• “SEC” refers to the United States Securities and Exchange Commission;
• “Shares” refers to Class A Ordinary Shares and Class B Ordinary Shares;
• “US$”, “$”, or “U.S. dollar(s)” refer to the legal currency of the United States;
• “U.S.”, or “United States” refers to the United States of America;
• “U.S. GAAP” refers to generally accepted accounting principles in the United States; and
• “We”, “us”, “or “our” refer to Law’s, an exempted company incorporated in the Cayman Islands with limited liability that will issue the Class A Ordinary Shares being offered.
Overview
We are a Hong Kong -based corporate and credit consultancy specialist. Our core offerings include corporate secretarial and accounting services, as well as comprehensive credit consultancy services tailored to the diverse needs of our clients. In credit consultancy, we assist individuals and businesses with improving financial clarity, optimizing credit structures, and navigating loan application processes. Simultaneously, our corporate secretarial and accounting services ensure clients maintain regulatory compliance and effective management of their business operations.
Since its establishment in 2021, our Operating Subsidiary, has been a trusted partner to a wide range of clients, including individual clients and small and medium -sized enterprises. Our services are designed to address clients’ credit consultancy, accounting, and corporate governance needs, helping them achieve operational efficiency and sustainable growth.
We take pride in our balanced and experience -driven business model, which emphasizes both corporate compliance and credit consultancy excellence. Our team of qualified professionals brings extensive expertise in corporate secretarial, accounting, and credit consultancy services, delivering integrated solutions that align with the unique goals of each client. By combining industry knowledge, precision, and a client -centric approach, we empower businesses and individuals to thrive in a competitive market.
Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
• Client -centric approach to build long -term client relationship and new client referrals
• Experienced and professional management team
• Comprehensive service offerings
• Asset -light model with high -margin service focus
Growth Strategies
Our principal business objective is to further expand our market shares in Hong Kong, and explore new business opportunities in the global corporate and credit consultancy service markets, in particular Southeast Asia. We intend to achieve our plan by adopting the following strategies:
• Expand our corporate and credit consultancy services business
• Incorporate automation into our business modules
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• Build up our presence in the Southeast Asia market
• To promote and enhance our brand globally
Corporate History and Structure
Law’s was incorporated as an exempted company with limited liability on November 28, 2024, under the laws of the Cayman Islands. It is a holding company and is not actively engaging in any business. Law’s adopted a dual -class share structure. Each Class B Ordinary Share has 20 votes per share and, whereas each Class A Ordinary Share has one vote per share. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible into Class A Ordinary Shares. The registered office of Law’s is at the offices of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1 -9009 , Cayman Islands.
Law’s is a holding company with no operations of its own. It conducts the operations through its indirect wholly -owned Operating Subsidiary in Hong Kong. The Class A Ordinary Shares offered in this prospectus are those of Law’s.
The following diagram illustrates our corporate structure, including our subsidiaries and consolidated affiliated entities, as of the date of the prospectus and after this Offering (assuming no exercise of the over -allotment option by the underwriters):
____________
(1) As of the date of the prospectus, there are eight (8) shareholders of record that have shareholding less than 5%.
(2) Law’s Business Group Holding Limited is a holding company with no operation of its own. The Class A Ordinary Shares offered in this prospectus are those of Law’s Business Group Holding Limited.
(3) Law’s Business Group Holding Limited conducts all its operation through its Hong Kong operating subsidiary, Law’s Business Accounting Limited.
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As of the date of this prospectus, Ms. Suet Ching, YIU, through LSBA, owns 4,310,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares of Laws. Following completion of this offering, giving effect to the sale of the Class A Ordinary Shares being offered hereby, Ms. Suet Ching, YIU, through LSBA, will own 4,310,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares, in aggregate, representing 58.91% of the voting power of Law’s after this offering assuming that the underwriters do not exercise their over -allotment option. Because more than 50% of the voting power of the Company will be held by a single entity after the completion of this offering, we will be a controlled company under the Nasdaq Capital Market corporate governance rules. Assuming LSBA, continues to hold all of its existing Class A Ordinary Shares and that the underwriters do not exercise their over -allotment option, it will have to maintain at least 41.06% of Class B Ordinary Shares prior to the completion of this offering, or 70.06% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval.
For more details, see “ Corporate History and Structure ”.
Our Subsidiaries and Business Functions
LSBGHL was incorporated under the law of the British Virgin Islands on January 22, 2025. It is a wholly -owned subsidiary of Law’s and the intermediate holding company of the Operating Subsidiary. LSBGHL is wholly -owned by Law’s.
The Operating Subsidiary was incorporated under the laws of Hong Kong on July 12, 2021. It is our operating entity in Hong Kong and is indirectly wholly -owned by Law’s through LSBGHL.
Transfers of Cash to and from Our Subsidiaries
As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiary for our cash and financing requirements. As of the date of this prospectus, the Company does not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred between the Company, its subsidiaries or investors. We are permitted under the laws of the Cayman Islands to provide funding to our subsidiary incorporated in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Our subsidiaries are permitted under the respective laws of their place of incorporation to provide funding to us through dividend distribution without restrictions on the amount of the funds, other than as limited by the amount of their distributable earnings. However, if any of our subsidiaries incurs debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us.
Cash is transferred through our organization in the following manner: (i) funds are transferred from Law’s, our holding company incorporated in Cayman Islands, to our Operating Subsidiary in Hong Kong through LSBGHL, our intermediate holding company, in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating Subsidiary in Hong Kong to Law’s through LSBGHL.
There are no restrictions or limitation on our ability to distribute earnings by dividends from our Operating Subsidiary in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by board resolutions, declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by the financial position of the Company and that such dividend may lawfully be paid, that immediately after the distribution, the value of our assets will exceed our liabilities, and Law’s will be able to satisfy our debts as they fall due in the ordinary course of business.
There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between Law’s and its subsidiary, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the subsidiary, to Law’s and U.S. investors and amounts owed. See “Regulations” on page 91 and “Dividend Policy” on page 55.
As advised by our PRC legal counsel, China Commercial Law Firm, the laws and regulations of the PRC do not currently have any material impact on the transfer of cash from Law’s to the Operating Subsidiary or from the Operating Subsidiary to Law’s, our shareholders and the U.S. investors. However, the PRC government may, in the
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future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless. See “ 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. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. ” on page 42 for more information.
The following dividends were declared by the Company and its subsidiaries during the fiscal years ended March 31, 2025 and 2024, and as of the date of this prospectus:
(i) on November 30, 2024, the Operating Subsidiary declared a special dividend of US$423,457 to the then sole shareholder of the Operating Subsidiary, namely Ms. Suet Ching, YIU;
(ii) on May 20, 2025, the Operating Subsidiary declared a special dividend of HK$4,000,000 (equivalent to US$514,139) to its sole shareholder, namely, LSBGHL. Subsequently on the same date, LSBGHL declared a special dividend of HK$4,000,000 (equivalent to US$514,139) to its sole shareholder, namely, the Company. Then, on the same date, the Company declared a special dividend of HK$4,000 per share (equivalent to US$514 per share) with respect to the 1,000 issued shares of the company or HK$4,000,000 (equivalent to US$514,139) to the sole shareholder of the Company, namely, LSBA; and
(iii) On June 27, 2025, the Operating Subsidiary declared a special dividend of or HK$2,000,000 (equivalent to US$257,069) to its sole shareholder, namely, LSBGHL. Subsequently on the same date, LSBGHL declared a special dividend of or HK$2,000,000 (equivalent to US$257,069) to its sole shareholder, namely, the Company. Then, on the same date, the Company declared a special dividend of HK$2,000 per share (equivalent to US$257 per share) with respect to the 1,000 issued shares of the Company or HK$2,000,000 (equivalent to US$257,069) to the sole shareholder of the Company, namely, LSBA.
Save as the aforementioned, during the fiscal years ended March 31, 2025 and 2024, and as of the date of this prospectus, the Operating Subsidiary has not made any dividends or distributions to the Company nor any holding companies and the Company has not made any dividends or distributions to the Company’s shareholders or U.S. investors. No funds have been transferred by any of the holding companies to their respective subsidiaries for the fiscal years ended March 31, 2025 and 2024 and through the date of this prospectus, to fund their business operations. For details, see “Consolidated Statements of Change in Shareholders’ Equity for the Years Ended March 31, 2025 and 2024” in the Consolidated Financial Statements and “Note 15 — Subsequent Events” of the Notes to Consolidated Financial Statements.
We do not have any present plan to declare or pay any dividends on our Class A Ordinary Shares and Class B Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
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Risk Factors Summary
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 fully in the section titled “Risk Factors”. The following is a summary of what we view as our most significant risk factors:
Risks Relating to our Business and Operations
• Our revenue is primarily derived from corporate and credit consultancy services, which are not always recurring in nature, and there is no assurance that our customers will provide us with new business.
• Our revenues, operating income and cash flows are likely to fluctuate.
• We may not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected.
• If we do not effectively manage the utilization of our professionals, our financial results could decline.
• 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.
• Headcount reductions to manage costs during periods of reduced demand for our services could have negative impacts on our business over the longer term.
• Professionals may leave our Company to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.
• We may not have, or may choose not to pursue, legal remedies against clients that terminate their engagements.
• If we fail to compete effectively, we may miss new business opportunities or lose existing clients, and our revenues and profitability may decline.
• A failure or malfunction of our information technology systems and the failure to maintain relationships with our vendors, could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses.
• Our systems, software, information system platforms, may contain serious errors or defects, and may be subject to disruptions that could have a materially adverse effect on our business and reputation.
• Compromise of confidential or proprietary information, failure to comply with data privacy, data protection, or any other laws and regulations related to data privacy and security, or the failure to protect client data or prevent breaches of our information systems, could expose us and the Operating Subsidiary to liability or reputational damage and materially and adversely affect our business, financial condition, and results of operations.
• 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.
• We are dependent on our senior management team and other key employees, and the loss of any such personnel could materially and adversely affect our business, operating results and financial conditions.
• Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.
• We may be subject to litigation, arbitration, regulatory proceedings, or other legal proceeding risks, which could adversely affect our business, prospects, results of operations and financial conditions, and may face significant liabilities as a result.
• Claims involving our services could harm our overall professional reputation and our ability to compete and attract business or hire or retain qualified professionals.
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• We may incur significant costs and may lose engagements as a result of claims by our clients regarding our services.
• 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.
• If we fail to promote and maintain our brand in a cost -efficient way, our business and results of operations may be harmed.
• We may face intellectual property infringement claims, which could be time -consuming and costly to defend and may result in the loss of significant rights by us.
• We may grow, in part, through acquisitions, which involve various risks, and we may not be able to identify or acquire companies consistent with our growth strategy or successfully integrate acquired businesses into our operations.
• We may not be able to obtain finance from time to time to fund our operations and maintain growth.
• We may be unable to successfully implement our business strategies and future plans for our Operating Subsidiary.
• We do not have any business insurance coverage.
• We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including pandemics, terrorist attacks, or natural disasters.
For a detailed description of the risks above, please refer to pages 20 to 29.
Risks Relating to Jurisdictions Where We Operate
• All of our operations are in Hong Kong. However, due to the long -arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, or may exert control over operations of our business, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiary in Hong Kong may be subject to PRC laws and regulations, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of the PRC laws and regulations may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.
• There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas and/or foreign investment in Mainland China -based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
• Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.
• Compliance with Hong Kong’s Competition Ordinance and any such other existing or future competition laws, regulations and governmental orders may entail significant expenses and could materially affect our business.
• If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China -based issuers to Hong Kong -based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
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• The enforcement of laws rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties that could limit the availability of legal protections, which could result in a material change in our Operating Subsidiary’s operations and/or the value of the securities we are offering.
• The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries, which represent a substantial part of our business.
• There are political risks associated with conducting business in Hong Kong.
• Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.
• All of our operations is concentrated in Hong Kong, and our business performance is highly influenced by the conditions of economy and financial market in Hong Kong. Unfavorable market and economic conditions and the material deterioration of the political and regulatory environment in Hong Kong, Mainland China, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations.
• Changes in U.S. and Chinese regulations or in relations between the United States and China may adversely impact our business, our operating results, our ability to raise capital and the value of the Class A Ordinary Shares that we are registering. Any such changes may take place quickly and with very little notice.
• 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.
For a detailed description of the risks above, please refer to pages 30 – 41.
Risks Relating to Our Corporate Structure
• Our corporate actions will be substantially controlled by our Controlling Shareholder, Ms. Suet Ching, YIU, who, through LSBA, which will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Class A Ordinary Shares and materially reduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.
• We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
• The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions. Therefore, certain judgments obtained against us by our shareholders may be difficult or impossible to enforce in such jurisdictions.
For a detailed description of the risks above, please refer to pages 41 – 43.
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Risks Relating to our Shares and this Offering
• The dual -class structure of our Shares has the effect of concentrating voting control with those shareholders who held our Class B Ordinary Shares prior to this offering. Assuming LSBA, continues to hold all of its existing Class A Ordinary Shares and that the underwriters do not exercise their over -allotment option, it will have to maintain at least 41.06% of Class B Ordinary Shares prior to the completion of this offering, or 70.06% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.
• Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
• Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders.
• There has been no public market for our Class A Ordinary Shares prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.
• We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.
• Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
• If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our Class A Ordinary Shares may not be listed or may be delisted, which could negatively impact the price of our Class A Ordinary Shares and your ability to sell them.
• We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.
• As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.
• We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
• We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.
• The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect the market price of our Class A Ordinary Shares.
• We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.
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• Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.
• There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences.
For a detailed description of the risks above, please refer to pages 44 – 52.
Regulatory Development in the PRC
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 of the Hong Kong Special Administrative Region, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there is a significant change to current political arrangements between Mainland China and Hong Kong, companies operating in Hong Kong are subject to similar regulatory risks as those operated in Mainland China, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, and conduct their business or accept foreign investment, and the legal and operational risks associated with operating in the Mainland China also apply to companies operating in Hong Kong like us. In light of PRC government’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in the PRC can change quickly with little or no advance notice. The PRC government may intervene in or influence the current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us.
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 Mainland China -based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti -monopoly enforcement. For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law, which, among other things, requires the relevant governmental authorities to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross -border data flow, and management of confidential information, and to strengthen cross -border oversight of law -enforcement and judicial cooperation, to enhance supervision over Mainland China -based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
On August 20, 2021, the 30 th meeting of the Standing Committee of the 13 th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China,” or “PRC Personal Information Protection Law,” or “PIPL”, which became effective on November 1, 2021. The PIPL stipulates the rules for cross -border provision of personal information and applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. Prior to the cross -border provision of personal information of the natural persons, personal information processors shall obtain the approval of the corresponding natural persons and advise them of the overseas receiver’s name, contact information, processing purpose and methods, classification of personal information and information reception procedures, etc.
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On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant PRC government authorities issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (collectively to be referred as the “Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures with and submit the relevant information to CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.
On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Given that: (i) our Operating Subsidiary is located in Hong Kong, (ii) we have no subsidiary, VIE structure or any direct operations in Mainland China, and (iii) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), as advised by China Commercial Law Firm, our counsel with respect to PRC legal matters, we do not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations to have an impact on our business, operations or this Offering, as we do not believe that our Operating Subsidiary would be deemed to be an “Operator” that is required to file for cybersecurity review before listing in the United States, because (i) the Operating Subsidiary is incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations remains unclear whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, the Operating Subsidiary has in aggregate collected and stored personal information of less than ten users; (iii) all of the data Operating Subsidiary collected is stored in servers located in Hong Kong; (iv) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of any requirement that it files for a CSRC review, nor received any inquiry, notice, warning, or sanction in such respect initiated by the CAC or related governmental regulatory authorities; and (v) data processed in our business should not have a bearing on national security nor affect or may affect national security, and we have not been notified by any authorities of being classified as an Operator.
On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in Mainland China, or its main place(s) of business are located in Mainland China, or the majority of its senior management team in charge of its business operations and management are Mainland China citizens or have their usual place(s) of residence located in Mainland China. In
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such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
Based on the above mentioned, given that (i) the Company currently does not have, nor do it currently intend to establish, any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in the Mainland China; (ii) it is not controlled by any Mainland China entity or individual; (iii) it does not have any operation in the Mainland China, nor does it have any partnership or cooperation with any Mainland China entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the Mainland China; (v) none of the senior managers in charge of the business operations and management are citizens of the Mainland China or domiciled in Mainland China; and (vi) no revenue of the Company is generated from the Mainland China, as advised by this offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseas stock exchange, nor does it requires filing or approvals from the CSRC.
Further, as of the date of this prospectus, as advised by our PRC legal counsel, China Commercial Law Firm, we are not considered a domestic enterprise under the Trial Measures and the Trial Measures do not apply to us, and the listing on Nasdaq does not require fulfilling the filing procedure with the CSRC. Neither we, nor our Operating Subsidiary in Hong Kong are currently required to obtain any permission or approval from the PRC government authorities, including the CSRC and CAC, to operate our business, list on the U.S. exchanges, or offer the securities to foreign investors. As of the date of this prospectus, neither we nor our Operating Subsidiary have ever applied for any such permission or approval.
However, as further advised by our PRC legal counsel, given the uncertainties arising from the PRC and Hong Kong legal systems, including uncertainties regarding the interpretation and enforcement of the PRC laws and the significant authority of the PRC government to intervene in or influence the offshore holding company headquartered in Hong Kong at any time, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this Offering. If we or our Operating Subsidiary inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non -compliance , prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected.
Since the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If the Trial Measures become applicable to us or our Operating Subsidiary in Hong Kong, if our Operating Subsidiary is deemed to be an “Operator”, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to the Operating Subsidiary in Hong Kong, the business operation of the Operating Subsidiary and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future.
If the applicable laws, regulations, or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered
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to be rectified or terminated by regulatory authorities. Moreover, if there is a significant change to the current political arrangements between the PRC and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. See Risk Factors — Risks Relating to Jurisdictions Where We Operate — “ If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and / or foreign investment in Mainland China -based issuers to Hong Kong -based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless .” On page 36, and “ We may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas and / or foreign investment in Mainland China -based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. ” On page 31.
Additionally, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.
Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our Operating Subsidiary’s business, it may intervene in or influence our operations. Such governmental actions:
• could result in a material change in our Operating Subsidiary’s operations;
• could hinder our ability to continue to offer securities to investors; and
• may cause the value of our Class A Ordinary Shares to significantly decline in value or become worthless.
As of the date of this prospectus, in the opinion of our Hong Kong legal counsel, David Fong & Co., we are not required to obtain permissions from any Hong Kong authorities to issue our Class A Ordinary Shares to foreign investors; and in the opinion of our PRC legal counsel, we are not subject to permission requirements from the PRC authorities, including the CSRC and the CAC to approve the operations of our Operating Subsidiary in Hong Kong and offer our securities being registered to foreign investors. We have not received or been denied such permissions by any PRC authorities. In the opinion of our Hong Kong and PRC legal counsels, we are also currently not required to obtain any pre -approval from Chinese authorities (including those in Hong Kong) to list on a U.S. stock exchange, including the Nasdaq.
According to the legal opinion of David Fong & Co., as of the date of this prospectus, apart from business registration certificate issue by the Inland Revenue Department and the Trust and Company Service Provider (“TCSP”) license issue by the Companies Registry, the Company and/or its subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate their business. The Operating Subsidiary has received all requisite permissions or approvals from the Hong Kong authorities to operate its business in Hong Kong, namely the business registration certificate and the TCSP license, and no permission or approval has been denied.
Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. Because we
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do not conduct operating activities in the PRC, as of the date of this prospectus, we do not believe that we are required to seek approval from the CSRC, CAC or any other governmental agency to offer the Class A Ordinary Shares for sale in the offering herein.
In the event that we inadvertently conclude that such permissions or approvals from the PRC or Hong Kong authorities are not required, or in the event that applicable laws, regulations or interpretations change, we may be required to obtain such permissions or approvals in the future. Further, if we are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to list on a U.S. exchange, which would materially affect the interest of our investors. Further, if we were required to obtain additional approvals to conduct our Operating Subsidiary’s operations and if we failed to receive or maintain such permissions or if the required approvals are denied, our Operating Subsidiary may be required to cease its business operations until such permissions or approvals are obtained and may, if it continues to operate without such permissions or approvals, become subject to fines and other penalties which may have a material adverse effect on our Operating Subsidiary’s business, operations and financial condition and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. Further, if we were to become subject to PRC laws and/or authorities we could incur material costs to ensure compliance and experience devaluation of our Class A Ordinary Shares or possibly delisting. See “Risk Factors — Risks Related to Doing Business in Hong Kong — We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and / or other foreign investment in China -based issuers, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless ” on page 31 of this prospectus.
Implications of Being an “Emerging Growth Company”
As a company with less than US$1.235 billion in revenues 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 applicable to larger public companies. In particular, as an emerging growth company, we:
• may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;
• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;
• are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes -Oxley Act of 2002;
• are not required to obtain a non -binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say -on -pay ”, “say -on frequency” and “say -on - golden-parachute ” votes);
• are exempt from certain executive compensation disclosure provisions requiring a pay -for -performance graph and chief executive officer pay ratio disclosure;
• are eligible to claim extended transition 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 until our second annual report on Form 20 -F following the effectiveness of our initial public offering.
We intend to take advantage of all of these reduced reporting requirements and exemptions, including the extended transition period for the adoption of new or revised financial accounting standards, having acknowledged that such election is irrevocable 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.
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We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this Offering; (iii) the date on which we have, during the preceding three -year period, issued more than US$1.0 billion in non -convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non -affiliates exceeds US$700.0 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Implication of Being a Foreign Private Issuer
We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:
• we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
• for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
• we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
• we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
• we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and
• we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short -swing ” trading transaction.
Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country’s corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Currently, we do not plan to rely on home country practices with respect to our corporate governance after we complete this Offering.
Implications of Being a Controlled Company
Controlled companies are exempt from the majority of independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of the listing date. Public companies that qualify as a “Controlled Company” with securities listed on the Nasdaq, must comply with the exchange’s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq rules, a “controlled company” is a company with more than 50% of its voting power held by a single person, entity or group. Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements including:
• the requirement that a majority of the board of directors consist of independent directors;
• the requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
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• the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
• the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.
Controlled companies must still comply with the exchange’s other corporate governance standards. These include having an audit committee and the special meetings of independent or non -management directors.
Upon the completion of this Offering, our Controlling Shareholder, Ms. Suet Ching, YIU, through LSBA, will own 4,310,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares, in aggregate, representing 58.91% of the total voting power, assuming that the underwriters do not exercise their over -allotment option. As a result, we will be a “controlled company” as defined under Nasdaq Listing Rule 5615(c) because our Controlling Shareholder will hold more than 50% of the voting power for the election of directors.
As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing standards 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 the Nasdaq Capital Market.
Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over -the -counter trading market in the United States.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non -inspection ” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, 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 HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China, and (ii) Hong Kong.
On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.
On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate
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completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.
Our auditor, J&S Associate PLT, is headquartered in Malaysia, and registered with the PCAOB. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the Determinations Report announced by the PCAOB.
However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, which would add uncertainties to our 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 sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors — Risks Relating to our Class A Ordinary Shares and this Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. ” on page 44.
Corporate Information
Our principal executive office is Unit 1813 -1815 , 18/F, Hollywood Plaza, 610, Nathan Road, Mongkok, Hong Kong. The telephone number of our principal executive office is +852 2612 1688. Our registered office and our registered agent’s office in the Cayman Islands are both located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1 -9009 , Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor, New York, NY 10168. We maintain a website at h ttps://www.laws -business .com . We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.
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The Offering
Shares Offered:
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6,250,000 Class A Ordinary Shares, excluding exercise of the over -allotment discussed below
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7,187,500 Class A Ordinary Shares, assuming full exercise of the over -allotment
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Shares Issued and Outstanding Prior to the Offering:
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7,078,000 Class A Ordinary Shares and 431,000 Class B Ordinary Shares.
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Shares Issued and Outstanding after the Offering:
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13,328,000 Class A Ordinary Shares (or 14,265,500 Class A Ordinary Shares if the underwriters exercise the over -allotment option in full) and 431,000 Class B Ordinary Shares.
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Over-Allotment:
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Law’s has granted to the underwriters the option, exercisable for 45 days from the date of this prospectus, to purchase up to 15% additional Class A Ordinary Shares
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Assumed Offering Price per
Ordinary Shares:
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US$5 per Class A Ordinary Shares, the midpoint of the price range provided on the cover page of this prospectus
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Gross Proceeds:
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Approximately US$31.25 million, excluding proceeds from the exercise of the Underwriters’ over -allotment option
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Lock-up
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Each of our directors and executive officers and our shareholders holding 5% or more of the issued and outstanding Shares have agreed, subject to certain exceptions, for a period of six (6) months after the closing of the Offering, not to, except in connection with this Offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or any other securities convertible into or exercisable or exchangeable for Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares.
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The Company has agreed, for a period starting from the date of this prospectus until three (3) months after the closing of this Offering, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, except in this Offering, any of our Shares or securities that are substantially similar to our Shares, including but not limited to any options or warrants to purchase our Shares, or any securities that are convertible into or exchangeable for, or that represent the right to receive, our Shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock -up agreement was executed), without the prior written consent of the representative.
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See “Underwriting” for more information.
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Proposed trading market and symbol:
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We intend to apply for the listing of our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LSBA”.
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Transfer Agent:
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VStock Transfer, LLC
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Risk Factors:
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Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this prospectus before deciding to invest in our Class A Ordinary Shares.
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Use of Proceeds:
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We intend to use the net proceeds we receive from this Offering as follows:
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• Approximately US$5.54 million or 20% for expanding our corporate and credit consultancy services business
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• Approximately US$5.54 million or 20% for incorporating automation into our business modules
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• Approximately US$5.54 million or 20% for building up our presence in the U.S. market
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• Approximately US$5.54 million or 20% for promoting and enhancing our brand globally
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• The balance of $5.54 million or 20% for general working capital and corporate purposes
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See “Use of Proceeds” for more information.
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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 and, in the documents, referenced above 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 Relating to Our Business and Operations
Our revenue is primarily derived from corporate and credit consultancy services, which are not always recurring in nature, and there is no assurance that our customers will provide us with new business.
Our revenue is primarily derived from corporate and credit consultancy services, which are not always recurring in nature. While some of our services, such as company formation, compliance and statutory records filing and tax computation, may recur annually, many of our services, including housing financing consultancy, SME financing consultancy and company formation, are one -time or infrequent in nature. Our customers are not obliged to continue using our services if their business no longer requires them. There is also no assurance that the clients who have previously sought our services will continue to retain us for future business, and there is no assurance that we can continue to secure the engagements of our Operating Subsidiary in the future. Furthermore, the fees for our services are primarily based on, among other factors, the nature and estimated scope of services. However, there can be no assurance that we will be able to maintain or increase our fee levels in the future, or even if we are able to do so, that we will be able to attract prospective customers to engage us for the relevant services at such increased rates. There is no guarantee that with our continued efforts, we will be able to secure new business from recurring customers effectively or at all at the same level of fees we charged previously. Accordingly, the number and scale of engagements and the amount of revenue we are able to secure may vary significantly from year to year, and it may be difficult to accurately forecast the volume, size, and scale of future business.
In the event that we are unable to maintain our business with our recurring customers or to expand and diversify our customer base by sourcing new customers at desired levels or at all, or to develop and expand our service offerings, or to meet the requirements of our customers regarding service quality and delivery or any other requirements at reasonable or affordable costs, our relationship with our customers, our business, financial condition and results of operations could be materially and adversely affected.
Our revenues, operating income and cash flows are likely to fluctuate.
We may experience fluctuations in our financial results 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) increase in labor costs; (iv) fee arrangements; (v) changes in the frequency and complexity of government and/or regulatory body activities; (vi) fee adjustments upon the renewal of expired or extended service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy, and (vii) economic factors beyond our control.
We may not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected.
We anticipate continuing growth in the foreseeable future. However, we cannot assure you that we will grow at the historical rate of growth. Our rapid growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. To accommodate our growth, we will need to implement a variety of new and upgraded operational and systems, procedures and controls, including the improvement of our accounting and other internal management systems. We also will need to recruit, train, manage and motivate employees and manage our relationships with an increasing number of clients. Moreover, as we introduce new services or enter into new markets, we may face unfamiliar market and operational risks and challenges which we may fail to successfully address. We may be unable to manage our growth effectively, which could have a material adverse effect on our business.
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If we do not effectively manage the utilization of our professionals, our financial results could decline.
Our failure to manage the utilization of our professionals, or maintain or increase the rates we charge our clients for our services, could result in adverse consequences, such as non- or lower -revenue -generating 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 competition. In addition, our global expansion into or within locations where we are not well -known or where demand for our services is not well -developed could also contribute to low or lower utilization rates in certain locations.
The Company may enter into engagements such as fixed fee and time and materials with caps. Failure to effectively manage professional hours and other aspects of alternative fee engagements may result in the costs of providing such services exceeding the fees collected by the Company. Failure to successfully complete or reach milestones with respect to contingent fee or success fee assignments 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 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 professional corporate and credit consultancy services to our clients, so we rely heavily on human resources for the provision of our services. Our professionals have 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 the expertise, experience and client relationships critical to maintaining and developing our business. We face intense competition in recruiting and retaining qualified professionals to drive our organic growth and support expansion of our services and geographic footprint. We cannot assure 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 may suffer. Moreover, competition has caused our costs of retaining and hiring qualified professionals to increase, a trend that could continue and could adversely affect our operating margins and financial results.
Headcount reductions to manage costs during periods of reduced demand for our services could have negative impacts on our business over the longer term.
Our people are our primary assets and account for the majority of our expenses. During periods of reduced demand for our services, or in response to unfavorable changes in market or industry conditions, we may seek to align our cost structure more closely with our revenues and increase our utilization rates by reducing headcount and eliminating or consolidating underused locations in affected business segments or practices. Following such actions, in response to subsequent increases in demand for our services, including as a result of favorable changes in market or industry conditions, we may need to hire, train and integrate additional qualified and skilled personnel and may be unable to do so to meet our needs or our clients’ demands on a timely basis. In addition, benefits to be generated from the enhancement of human resources may not be as significant as expected due to factors beyond our control, such as the general market conditions, labor market, competition for talents against other corporate and credit consultancy services providers, travel restrictions and border control, and the economic and political environment in Hong Kong and overseas. Such factors may cause a delay in realizing our business growth and our expansion plan and hence, our financial results, in particular our profitability, may be adversely affected. There is also no assurance that we can employ sufficient number of suitable and competent staff to implement our growth strategies.
If we are unable to manage staffing levels on a timely basis in light of changing opportunities or conditions, our ability to accept or service business opportunities and client engagements, take advantage of positive market and industry developments, and realize future growth could be negatively affected, which could negatively impact our revenues and profitability. In addition, while increased utilization resulting from headcount reductions may enhance our profitability in the near term, it could negatively affect our business over the longer term by limiting the time our professionals have to seek out and cultivate new client relationships and win new projects.
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Professionals may leave 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 rapport. 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 our Company. In the event an employee departs and acts in a way that we believe violates his or her non -competition or non -solicitation obligations, we will consider any legal remedies we may have against such person on a case -by -case basis. However, 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.
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.
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 services is highly competitive. We do not compete against the same companies across all of our segments, practices, services, industries or geographic regions. Instead, we compete with different companies or businesses of companies depending on the particular nature of a proposed engagement and the types of requested service(s) and the location of the client or delivery of the service(s). Our operations are highly competitive.
Our competitors include large organizations, such as the global accounting firms, global law firms, global corporate service providers and the large management, credit and financial consulting companies that offer a broad range of consulting services; 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. Our ability to compete successfully in corporate service industry depends on a number of factors, such as:
• general economic and industry trends, including customer demand for our services;
• build a well -recognized “Law’s Business” brand;
• maintain and expand our client base;
• maintain and enhance our relationships with partners;
• attract, retain, and motivate qualified employees;
• anticipate and adapt to changing market conditions and a competitive landscape;
• respond effectively to technological changes and advancements in our industry;
• manage our future growth;
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• ensure that the performance of the services of our Operating Subsidiary meets client expectations;
• maintain or improve the operational efficiency of our Operating Subsidiary;
• navigate a complex and evolving regulatory environment; and
• defend ourselves in any legal or regulatory actions against us and our Operating Subsidiary.
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. As our business develops and as we respond to competition, we may continue to introduce new service offerings, make adjustments to our existing services, or make adjustments to our business operations in general. There is no assurance that we will sustain profitability or positive cash flow from our existing operations or from any expanded or new operations, nor that we will be able, upon the completion of the Offering, to expand operations beyond our current level. Any significant change to our business model that does not achieve expected results could have a material and adverse impact on our financial condition and results of operations.
A failure or malfunction of our information technology systems and the failure to maintain relationships with our vendors, could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses.
Our information technology systems support all phases of our operations, and are an essential part of our technology infrastructure. Our operations depend upon the secured processing, storage and transmission of confidential and other information in our information technology infrastructure, and they are vulnerable to unauthorized access such as cyber -attacks , distributed denial of service attacks and ransomware attacks, malicious code and computer viruses by activists, hackers, organized crime, foreign state actors and other third parties, or other events that could lead to a security breach. They may also be subject to cyber -attacks involving the leak and destruction of sensitive and confidential client information and our proprietary information, which could result from an employee’s or agent’s failure to follow data security procedures or as a result of actions by third parties, including actions by government authorities. As the breadth and complexity of our information technology infrastructure continue to grow, the potential risk of security breaches and cyber -attacks increases. Developing and enhancing new products and services, which is necessary for us to remain competitive, may involve the use or creation of new technologies, which further exposes us to cybersecurity and privacy risks that cannot be completely anticipated and increase the risk of security breaches and cyber -attacks .
While we have adopted various means to safeguard the integrity of the computer system and information technology infrastructure of our Operating Subsidiary, these systems and infrastructure may fail to operate properly or become disabled as a result of events which are beyond our control, events such as human error, natural disasters, power failures, client misuse, computer viruses, cyber -attacks , spam attacks, unauthorized access and data loss or leakage, all of which may cause shutdown or disruption of operations (including data loss or corruption, interruption to our data storage system, delay or cessation in the services), account takeovers and unauthorized gathering, monitoring, misuse, loss, total destruction and disclosure of data and confidential information of ours, our clients, our employees or other third parties, or otherwise materially disrupt our or our clients’ or other third parties’ network access or business operations. The occurrence of one or more of such events could jeopardize the confidentiality of information processed, stored and transmitted through our computer systems and networks or otherwise disrupt our operations, which could result in reputational damage, disputes with clients and relevant parties, and financial losses.
Our Operating Subsidiary also depends on various third -party software and platforms as well as other information technology systems provided by our information technology vendor in our business operations. These systems, including third -party systems, may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, including for reasons beyond our control. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation, and adversely affect our businesses. There is no guarantee that we are able to maintain our existing relationship with the information technology vendor of our software system or information technology infrastructure. In the event that any vendor is unable or unwilling to continue to provide existing services to our Operating Subsidiary, our Operating Subsidiary may not be able to replace them with service providers of equivalent expertise and service standard in a timely manner and thus resulting in disruption to our business operations. Any loss or deterioration of our relationship with external software vendor may affect our business, financial condition and results of operations.
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The occurrence of any disruption to the information technology system or other information technology infrastructure of our subsidiaries may render us unable to meet client requirements in a timely and efficient manner, and/or lead to unauthorized disclosure of personal information or any other unexpected associated losses and damages. As a result, our reputation may be tarnished and we may also face complaints, action by regulatory authorities, and legal proceedings being brought against us (which can be costly and time -consuming to defend, and which may significantly divert the efforts and resources of our management personnel away from our usual business operations) and may potentially result in us having to pay damages. This could materially and adversely affect our financial condition, prospects, and results of operations.
Our systems, software, information system platforms, may contain serious errors or defects, and may be subject to disruptions that could have a materially adverse effect on our business and reputation.
Our business relies heavily on various financial, accounting, and other data processing software and information technology systems. We need to properly manage our systems, applications and solutions, and any upgrades, enhancements and expansions we may undertake from time to time, in order to ensure they properly support our businesses. However, the software and information system platform we use in our operations, or those we incorporate into our corporate service solutions often contains errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, and we may be unable to successfully correct in a timely manner or at all, and any ensuing disruptions could result in lost revenue, significant expenditures of capital, and damage to our reputation and brand, any of which could have an adverse effect on our business, financial condition and results of operations. If any of these systems, applications or solutions fails to operate properly or becomes disabled even for a brief period of time, whether due to malevolent acts, errors, defects or any other factor(s), we could suffer financial loss, a disruption of our businesses, liability to clients, loss of clients, regulatory intervention or damage to our reputation, any of which could have a materially adverse effect on our results of operation or financial condition.
Some of our customers may use the user -end software of our corporate solutions for processes information and data that are critical to their businesses. The errors, defects, security vulnerabilities, service interruptions or software bugs in our solutions could result in losses to our customers. Customers may seek compensation from us for any losses they suffer, or they may cease conducting business with us altogether. There can be no assurance that provisions typically included in agreements with our customers that attempt to limit exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any claim. Even if not successful, a claim brought against us by any of our customers would likely be time -consuming , divert management’s attention and be costly to defend and could seriously damage our reputation and brand.
In addition, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations, as well as our reputation, may be adversely affected.
Compromise of confidential or proprietary information, failure to comply with data privacy, data protection, or any other laws and regulations related to data privacy and security, or the failure to protect client data or prevent breaches of our information systems, could expose us and the Operating Subsidiary to liability or reputational damage and materially and adversely affect our business, financial condition, and results of operations.
As a corporate and credit consultancy services company, in providing our services to clients, we manage, utilize and store sensitive and confidential client data, including personal data or proprietary information. As a result, we may be subject to a variety of data privacy, data protection, cybersecurity, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations may apply not only to third -party transactions, but also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or non -compliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.
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The Company’s own confidential and proprietary information and that of our clients could be compromised, whether intentionally or unintentionally, by our employees, business partners or vendors. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients.
In addition, vulnerabilities of our external service providers and other third parties could also pose security risks to client information and data. Although we have taken steps to reduce the risk of such threats, our risk and exposure to a cyber -attack or related breach remains heightened due to the evolving nature of these threats, our routine transmission of sensitive information to third parties, the current global economic and political environment, external extremist parties and other developing factors.
Similarly, a compromise of the security of our information technology systems leading to 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. 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 negatively impact our businesses, financial results or financial condition. Any actual or perceived breach of the security of our technology, or media reports of perceived security vulnerabilities of our systems or the systems of our third -party service providers, could damage our reputation, expose us to the risk of litigation and liability, disrupt our operations, increase our costs with respect to investigations and remediation, reduce our revenues as a result of the theft of intellectual property, and otherwise adversely affect our business. Further, any actual or perceived security breach or cyber -attack directed at other financial institutions or financial services companies, whether or not we are impacted, could lead to a general loss of client confidence in the use of technology to conduct financial transactions, which could negatively impact us. The occurrence of any of these events could have adverse effects on our business and results of operations.
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 is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of March 31, 2025 and 2024, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting 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 weaknesses identified related to (1) our lack of sufficient full -time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues a
### EX-5.1 - OPINION OF OGIER REGARDING THE VALIDITY OF THE CLASS A ORDINARY SHARES BEING REG
EX-5.1
2
ea023166809ex5-1.htm
OPINION OF OGIER REGARDING THE VALIDITY OF THE CLASS A ORDINARY SHARES BEING REGISTERED AND CERTAIN CAYMAN ISLANDS TAX MATTERS
Exhibit 5.1
Law’s Business Group Holding Limited |
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+852 3656 6054 |
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E |
nathan.powell@ogier.com |
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+852 3656 6023 |
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janice.chu@ogier.com |
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Reference: NMP/JTC/512435.00001 |
26 May 2026
Dear Sirs
Law’s Business Group Holding Limited (the Company)
We have acted as Cayman Islands 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 Securities Act ). The Registration Statement relates to the offering (the Offering )
of 6,250,000 Class A Ordinary Shares (as defined below) of USD0.0001 par value each (the Public Offering Shares ), together with
an underwriter’s over-allotment option for a period of 45 days after the closing of the Offering for the underwriters to purchase
additional 937,500 Class A Ordinary Shares, representing fifteen percent (15%) of the Public Offering Shares sold in the Offering (collectively,
the IPO Shares ).
We are furnishing this opinion as Exhibit 5.1
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 (as defined below). The headings herein are for convenience
only and do not affect the construction of this opinion.
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 certificate of incorporation of the Company dated 28 November 2024 issued by the Registrar of Companies
of the Cayman Islands (the Registrar ); |
| (b) | the amended and restated memorandum and articles of association of the Company as adopted by a special
resolution dated 8 July 2025 ((the Memorandum and Articles ); |
Ogier |
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Providing advice on British Virgin Islands, |
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Cayman Islands and Guernsey
laws |
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Floor 11 Central Tower |
Partners |
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28 Queen’s Road Central |
Nicholas Plowman |
Yuki Yan |
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Central |
Nathan Powell |
David Lin |
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Hong KongHong Kong |
Anthony Oakes |
Alan Wong |
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Oliver Payne |
Janice Chu |
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T +852 3656 6000 |
Kate Hodson |
Zhao Rong Ooi |
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F +852 3656 6001 |
David Nelson |
Rachel Huang** |
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ogier.com |
Joanne Collett |
Florence Chan* ‡ |
* admitted in New Zealand |
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Dennis Li |
Richard Bennett** ‡ |
** admitted in England and Wales |
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Cecilia Li |
James Bergstrom ‡ |
‡ not ordinarily resident in
Hong Kong |
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| (c) | a certificate of good standing dated 20 March 2026 issued by the Registrar in respect of the Company (the
Good Standing Certificate ); |
| (d) | the register of directors of the Company as provided to us on 23 March 2026 (the Register of Directors ); |
| (e) | the register of members of the Company as provided to us on 19 March 2026 (the Register of Members ,
together with the Register of Directors, the Registers ); |
| (f) | a copy of the written resolutions of the directors of the Company dated 2 October 2025, 23 March 2026
and 22 May 2026 approving among others, the Company’s filing of the Registration Statement and issuance of the IPO Shares (the Board
Resolutions ); |
| (g) | a certificate dated 26 May 2026 as to certain matters of fact signed by a director of the Company (the
Director’s Certificate ); and |
| (h) | the Registration Statement. |
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 Good Standing Certificate, the Director’s Certificate and the Registers is accurate and complete
as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied,
supplemented or revoked in any respect; |
| (f) | 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; |
| (g) | the Board Resolutions remain in full force and effect, have not been, and will not be rescinded or amended,
and each 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 transactions set out in the Board Resolutions and
no director has 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; |
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| (h) | no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands
to subscribe for any shares of the Company and none of the shares have been offered or issued to residents of the Cayman Islands; |
| (i) | the Company is, and after the allotment and issuance of the IPO Shares will be, able to pay its liabilities
as they fall due; and |
| (j) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein. |
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 has been duly incorporated as an exempted company with limited liability and is validly existing
and in good standing with the Registrar. |
Authorised
Share capital
| (b) | The authorised share capital of the Company is USD50,000 divided into 450,000,000 class A ordinary shares
of par value USD0.0001 each (the Class A Ordinary Shares ) and 50,000,000 class B ordinary shares of par value USD0.0001 each (the
Class B Ordinary Shares ). |
Corporate
Authorisation
| (c) | The Company has taken all requisite corporate action to authorise the issuance and sale 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 by the Company against payment in full of the consideration therefor in accordance with the terms
set out in the Registration Statement 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.
Registration
Statement - Taxation
| (e) | The statements contained in the Registration Statement in the section headed “ Cayman Islands
Tax Considerations ”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all
material respects and that such statements constitute our opinion. |
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4 | Limitations and Qualifications |
4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman 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 Cayman 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 Companies Act (Revised) ( Companies Act ) of the Cayman Islands annual returns in respect
of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure
to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which
its assets will be vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit
of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of the Good Standing Certificate the Company is
up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s
good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands
other than the Companies Act. |
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 Cayman 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 Cayman Islands at the date of this
opinion. |
5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that
legislation as amended to, and as in force at, the date of this opinion. |
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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 “ Enforceability of Civil Liabilities ” and “ Legal Matters ”
of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such
term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise. |
This opinion may be used only in connection
with the offer and sale of the IPO Shares and while the Registration Statement is effective.
Yours faithfully
/s/ Ogier
Ogier
### EX-23.1 - CONSENT OF J&S ASSOCIATE PLT
EX-23.1
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ea023166809ex23-1.htm
CONSENT OF J&S ASSOCIATE PLT
Exhibit 23.1
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J&S ASSOCIATE PLT
202206000037 (LLP0033395-LCA) & AF002380
(Registered with PCAOB and MIA)
B-11-14, Megan Avenue II
12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia |
Tel: +603-4813 9469
Email : info@jns-associate.com
Website : jns-associate.com |
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the inclusion in this Registration
Statement on Form F-1/A3 of Law’s Business Group Holding (the “Company”) of our report dated April 20, 2026 and July
23, 2025, with respect to our audits of the consolidated financial statements of the Company as at March 31, 2025 and 2024, and for each
of the two years in the period ended March 31, 2025 and 2024 which appear in such Registration Statement.
We also consent to the reference to our Firm under
the caption “Experts” appearing in such Registration Statement.
/s/ J&S Associate PLT
Kuala Lumpur, Malaysia
May 26, 2026
### EX-FILING FEES - FILING FEE TABLE
Filing Fee Exhibit
0002075589
1
2026-05-19
2026-05-19
0002075589
2
2026-05-19
2026-05-19
0002075589
3
2026-05-19
2026-05-19
0002075589
2026-05-19
2026-05-19
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-1
Law's Business Group Holding Ltd
Table 1: Newly Registered and Carry Forward Securities
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Line Item Type |
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Security Type |
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Security Class Title |
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Notes |
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Fee Calculation
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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Newly Registered Securities |
Fees to be Paid |
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Equity |
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Class A Ordinary Shares, par value $0.0001 per share |
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(1) |
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457(o) |
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1,437,500 |
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$ |
6.00 |
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$ |
8,625,000.00 |
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0.0001381 |
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$ |
1,191.11 |
Fees Previously Paid |
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Equity |
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Class A Ordinary Shares, par value $0.0001 per share |
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(2) |
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457(o) |
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4,025,000 |
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6.00 |
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24,150,000.00 |
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3,335.11 |
Fees Previously Paid |
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Equity |
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Class A Ordinary Shares, par value $0.0001 per share |
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(3) |
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457(o) |
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1,725,000 |
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$ |
6.00 |
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$ |
10,350,000.00 |
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$ |
1,429.34 |
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Total Offering Amounts: |
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$ |
43,125,000.00 |
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5,955.56 |
Total Fees Previously Paid: |
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4,764.45 |
Total Fee Offsets: |
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0.00 |
Net Fee Due: |
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$ |
1,191.11 |
__________________________________________
Offering Note(s)
(1) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(o) under the Securities Act of 1933, as amended. Includes the shares that the underwriters have the option to purchase to cover over-allotments, if any.
Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price. |
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(o) under the Securities Act of 1933, as amended. Includes the shares that the underwriters have the option to purchase to cover over-allotments, if any.
Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price. |
(3) |
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(o) under the Securities Act of 1933, as amended. Includes the shares that the underwriters have the option to purchase to cover over-allotments, if any.
Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price. |