OFA Group

As filed with the U.S. Securities and Exchange Commission on June 9, 2026.

Registration Statement No. 333- ________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

Tel:(800) 418-5160

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

Thomas Gaffney

Chief Operating Officer

609 Deep Valley Drive, Suite 200

Rolling Hills, CA 90274

Tel:(571) 246-1145

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

Copies to:

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form F-1 (File No. 333-292529) that was originally declared effective by the Securities and Exchange Commission on March 23, 2026 (as amended, the “PIPE Registration Statement”) and Registration Statement on Form F-1 (File No. 333- 289618) that was originally declared effective by the Securities and Exchange Commission on March 20, 2026 (as amended, the “ELOC Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 to the PIPE Registration Statement and ELOC Registration Statement. Such Post-Effective Amendments will become effective concurrently with the effectiveness of this Registration Statement accordance with Section 8(c) of the Securities Act.

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

EXPLANATORY NOTE

References throughout this Registration Statement on Form S-1 to “OFA,” “we,” “us,” the “Company” or “our company” are to OFA Group, unless the context otherwise indicates.

OFA initially filed a registration statement under form F-1 (File No. 333-289618) which was declared effective on March 20, 2026 (as amended, the “ELOC Registration Statement”). The Company had previously filed a registration statement under Form F-1 (File No. 333-292529) which was declared effective on March 23, 2026 (as amended, the “PIPE Registration Statement,” together with the ELOC Registration Statement as the “Prior F-1”).

Pursuant to Rule 429 under the Securities Act, the prospectus included in this registration statement is a combined prospectus and also relates to all the securities registered for resale and remaining unsold under the Prior F-1s. Accordingly, this registration statement, which is a new registration statement also constitutes Post-Effective Amendment No. 1 to Prior F-1s, which shall hereafter become effective concurrently with the effectiveness of this registration statement.

Consequently, the prospectus in this registration statement is a combined prospectus for (i) up to 35,000,000 Class A Ordinary Shares issuable upon conversion of our Series A Convertible Preferred Shares (as defined below); (ii) up to 23,000,000 Class A Ordinary Shares that we may, in our discretion, elect to issue and sell from time to time pursuant to the Atsion Purchase Agreement (as defined below), and (iii) up to 3,000,000 Class A Ordinary Shares issuable pursuant to the Conditional Waiver Amendment (as defined below).

As of September 30, 2025, the end of its second fiscal quarter, the Company determined that it no longer qualified as a foreign private issuer (“FPI”) as the term is defined under Rule 405 of Regulation C under the Securities Act of 1933 (“Securities Act”) and Rule 3b-4 under the Exchange Act of 1934, as amended (“Exchange Act”).

As a result of losing its FPI status, the Company is now subject to the reporting requirements and registration forms applicable to domestic U.S. issuers. This registration statement is being filed to convert each of the Prior F-1s from Form F-1 to Form S-1 and to provide updated disclosure that complies with the requirements of a domestic registrant.

This registration statement also includes updated financial information, disclosure, and exhibits as required to conform to the standards and regulations governing Form S-1.

This registration statement reflects events that occurred after the filing of the Prior F-1s and modifies and updates all disclosures in the Prior F-1s.

The information in this prospectus is not complete and may be changed. The selling shareholders named in this prospectus may not sell these securities until the Securities and Exchange Commission declares this registration statement effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 61,000,000 Class A Ordinary Shares

This prospectus relates to the resale, from time to time, of up to 61,000,000 of our Class A ordinary shares, par value $0.001 per share (the “Class A ordinary shares”) , consisting of (i) up to 35,000,000 Class A ordinary shares issuable upon conversion of our Series A Convertible Preferred Shares, par value $0.001 per share (the “Preferred Shares”), (ii) up to 23,000,000 Class A ordinary shares that we may, in our discretion, elect to issue and sell from time to time pursuant to the Atsion Purchase Agreement, and (iii) up to 3,000,000 Class A ordinary shares issuable pursuant to the certain Conditional Waiver Amendment, in each case by the selling shareholders, Greentree Financial Group, Inc. (“Greentree”), L&H, Inc. (“L&H”), TriCore Foundation, LLC (“TriCore”), Atsion Opportunity Fund LLC – Series 1 (“Atsion”) and IB Capital LLC (“IBC” and, collectively with Greentree, L&H, TriCore and Atsion, the “selling shareholders”).

We had previously filed with the SEC a Registration Statement on Form F-1 (File No. 333-289618), which was declared effective by the SEC on March 20, 2026 (as amended, the “ELOC Registration Statement”) and which originally covered the resale, from time to time, by the selling shareholders identified in the prospectus that formed a part of the ELOC Registration Statement, of up to 23,000,000 Class A ordinary shares that may be issued and sold pursuant to the certain purchase agreement, dated as of July 14, 2025, by and between Atsion (the “Atsion Purchase Agreement”).

We had also previously filed with the SEC a registration statement on Form F-1 (File No. 333-292529), which was declared effective by the SEC on March 23, 2026 (the “PIPE Registration Statement,” together with the ELOC Registration Statement as the “Prior F-1”) and which originally covered the resale, from time to time, by the selling shareholders identified in the prospectus that formed a part of the PIPE Registration Statement, of up to 35,000,000 Class A ordinary shares issuable upon conversion of Preferred Shares issued or issuable pursuant to that certain purchase agreement, dated as of October 29, 2025, by and among the Company, Greentree and TriCore (the “PIPE Purchase Agreement”). Subsequent to the execution of the PIPE Purchase Agreement, L&H purchased 300 Series A Convertible Preferred Shares from Greentree in a private transaction and entered into a joinder to the Registration Rights Agreement, pursuant to which L&H became a party to the Registration Rights Agreement with respect to the Class A ordinary shares issuable upon conversion of such Series A Convertible Preferred Shares and related dividend shares.

On June 4, 2026, the Company and Atsion entered into an Amendment No. 1 to the Conditional Waiver of Covenant (the “Conditional Waiver Amendment”) amending the certain provisions of the March 25, 2026 Conditional Waiver of Covenant by and between the Company and Atsion (the “Original Waiver”). Pursuant to the Conditional Waiver Amendment the Company, in case of default, shall issue Atsion Class A ordinary shares upon the conversion of the unpaid fees under the Atsion Purchase Agreement. The Company is registering an estimated aggregate of up to 3,000,000 Class A ordinary shares, which may be issuable upon the conversion of any unpaid amounts outstanding under the Conditional Waiver Amendment.

The Class A ordinary shares being offered by the selling shareholders consist of (i) the Class A ordinary shares issuable upon conversion of an aggregate stated value of $4,800,000 of Preferred Shares which have already been issued, the Class A ordinary shares issuable upon conversion of an aggregate stated value of $1,200,000 of Preferred Shares upon the effectiveness of the registration statement of which this prospectus forms a part and on the terms and subject to the conditions set forth in the PIPE Purchase Agreement, and the Class A ordinary shares issuable upon conversion of an aggregate stated value of $44,000,000 of Preferred Shares that we may, in our discretion, elect to issue and sell from time to time pursuant to the PIPE Purchase Agreement, and (ii) the Class A ordinary shares that we may, in our discretion, elect to issue and sell to Atsion, from time to time, pursuant to the Atsion Purchase Agreement. See “The PIPE Transaction” and “The Atsion Transaction” for descriptions of the PIPE Purchase Agreement and the Atsion Purchase Agreement, respectively, and “Selling Shareholders” for additional information regarding the selling shareholders. The prices at which the selling shareholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We will not receive any proceeds from the resale or other disposition of the Class A ordinary shares by the selling shareholders. However, we have received gross proceeds of $4,320,000 to date from the sale of our Preferred Shares to the selling shareholders under the PIPE Purchase Agreement. Additionally, we may receive additional gross proceeds of up to $39.600,000 from the sale of our Preferred Shares to the selling shareholders under the PIPE Purchase Agreement, from time to time, in our partial discretion after the date of the registration statement of which this prospectus is a part is declared effective (the “Effective Date”) and after satisfaction of other conditions in the PIPE Purchase Agreement. We may also receive gross proceeds of up to $100,000,000 from the sale of our Class A ordinary shares to Atsion under the Atsion Purchase Agreement, from time to time, in our discretion after the Effective Date and after satisfaction of other conditions in the Atsion Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares by the selling shareholders.

All the securities offered in this prospectus by the selling securityholders may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the selling securityholders may still experience a positive rate of return on the securities they purchased due to the price at which such selling securityholder initially purchased the securities.

We are registering the securities for resale pursuant to the selling securityholders’ registration rights under certain agreements between us, on the one hand, and the selling securityholders, on the other hand. Our registration of the securities covered by this prospectus does not mean that the selling securityholders will offer or sell any of the securities registered for resale.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The selling shareholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. Atsion may sell the Class A ordinary shares described in this prospectus in a number of different ways and at varying prices. The price that Atsion will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our Class A ordinary shares. We will not receive any of the proceeds from such sales of the shares of our Class A ordinary shares. We will bear all costs, expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling shareholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Class A ordinary shares. See the section entitled “Plan of Distribution” on page 72 of this prospectus for additional information.

Atsion is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

Our Class A ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “OFAL.” On June 1, 2026, the closing price of our Class A ordinary shares was $0.253 per share.

We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, we conduct our operations in Hong Kong, a Special Administrative region of the People’s Republic of China (“PRC”), through our subsidiary, Office for Fine Architecture Limited, incorporated in Hong Kong. The Class A ordinary shares offered in this offering are shares of the Company, a Cayman Islands holding company and not shares of our operating subsidiary. Conducting business in Hong Kong involves risks of uncertainty about any actions the Chinese government or authorities in Hong Kong.

There are significant legal and operational risks associated with being based in or having the majority of operations in Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Further, the Chinese government may disallow our current corporate structure, which would likely result in a material change in our operations and/or a material change in the value of the Class A ordinary shares being registered in this offering and it could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. 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 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 19 and “Risk Factors – Risks Relating 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.” beginning on page 40.

Investing in our securities involves a high degree of risk. Before buying any Class A ordinary shares, you should carefully read the discussion of the material risks of investing in our Class A ordinary shares under the heading “Risk Factors” beginning on page 26 of this prospectus for more information.

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, effective as of 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 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 variable interest entity (“VIE”) structure with any entity in the PRC; (ii) it is not controlled by any PRC entity or individual; (iii) it does not have any operation in the PRC, nor does it have any partnership or cooperation with any PRC entity or individual; (iv) it currently does not have, nor does it plan to have, any investment, such as owning or leasing any asset, in the PRC; (v) none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled in mainland China; and (vi) no revenue of the Company is generated from the PRC, 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, the Company believes that the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measures do not apply to the Company, and its listing on Nasdaq does not require fulfilling the filing procedure to the CSRC. However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this offering. If we or our subsidiaries inadvertently conclude that such approvals are not required, we may be required to make corrections, be given a warning, be fined between RMB 1 million and RMB 10 million, warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million, fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million, prevent the Company from entering the securities market and our ability to offer or continue to offer our Class A ordinary shares to investors could be significantly limited or completed hindered, which could cause the value of our Class A ordinary shares to significantly decline or become worthless. We may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in the PRC, limit our ability to pay dividends outside of China, limit our operations in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities*.*

The Holding Foreign Companies Accountable Act (“HFCA Act”) was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 29, 2022, the United States enacted the Consolidated Appropriations Act, 2023, which amended the HFCA Act to require the SEC to prohibit an issuer’s securities from trading in the United States if its auditor is not subject to PCAOB inspections for two consecutive “non-inspection” years instead of three. Our auditor, M&K CPAS, PLLC, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess M&K CPAS, PLLC’s compliance with applicable professional standards. M&K CPAS, PLLC is headquartered in The Woodlands, Texas and has been inspected by the PCAOB on a regular basis, with the last inspection in November 2024. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations (as defined below). See “Risk Factors — Risks Related to Doing Business in Hong Kong — The PCAOB determinations provides that if the PCAOB board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong, a Special Administrative Region, because of a position taken by one or more authorities in China or Hong Kong it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.” on page 38. 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, Chinese 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. 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, if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act. 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.

The Company holds all of the equity interests in its Hong Kong subsidiary directly. As we have a direct equity ownership structure, we do not have any agreement or contract between our Company and any of its subsidiaries that are typically seen in a variable interest entity structure. Within our direct equity ownership structure, funds from foreign investors can be directly transferred to our Hong Kong subsidiary by way of capital injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends and other distributions on equity paid by our operating subsidiary for our cash and financing requirements. We are permitted under the laws of 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. Subject to applicable companies law in Hong Kong, our operating subsidiary is permitted under the laws of Hong Kong to issue declare and distribute cash dividends out of distributable projects to us without limitation on the size of such dividends. However, if our operating subsidiary incurs debt or other means of financing on its own behalf, the instruments governing such debt or relevant financing may restrict its ability to pay dividends. As of the date of this prospectus, no transfers of cash were made from the Company to its operating subsidiary and from its operating subsidiary to the Company. As of the date of this prospectus, our operating subsidiary does not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. See*“Dividend Policy”*on page 64 of this Prospectus and “Prospectus Summary - Transfers of Cash to and from Our Operating Subsidiary” beginning on page 18 of this Prospectus. While no capital or foreign exchange control policies are applied in Hong Kong at present, there can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong in the future. Any restrictions, prohibitions, interventions or limitations by the PRC government on the ability of the Company to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong. For additional information, see the Company’s consolidated financial statements for the years ended March 31, 2025 and 2024 and notes thereto on page F-1.

As of the date of this prospectus, the Company and its operating subsidiary have not distributed any earnings, nor do they have any plan to distribute earnings in the foreseeable future. As of the date of this prospectus, the operating subsidiary has not made any dividends or distributions to the Company and the Company has not made any dividends or distributions to the Company’s shareholders or U.S. investors. The Company intends to keep any future earnings to finance business operations, and does not anticipate that any cash dividends will be paid in the foreseeable future.

There is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States. As such, judgments obtained from a court in the United States cannot be directly registered for enforcement in the courts of Hong Kong. However, an action can be brought upon a foreign judgment in Hong Kong courts under Hong Kong common law. That is to say, a foreign judgment obtained against the Company may itself form the basis of a cause of action against the Company in the courts of Hong Kong, since such a foreign judgment may be regarded as creating a debt between the relevant parties. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement will be subject to acceptance of Hong Kong courts of jurisdiction and various conditions, in particular, the proceeding pursuant to which judgment was obtained must be commenced within six years of the date of judgment and the judgment creditor has to prove that,inter alia, (a) the judgment isin personam; (b) the judgment is in the nature of a monetary award in respect of a definite or fixed sum of money (i.e. not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or another penalty); (c) the judgment is final and conclusive on the merits of the claim and has not been stayed or satisfied in full; and (d) the judgement is from a superior court of competent jurisdiction (as determined by the private international law rules applied by the Hong Kong courts). The defenses available to the defendant in a common law action for enforcement of a foreign judgment include, inter alia, breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgement at common law, new proceedings may need to be initiated in Hong Kong by the judgment creditor issuing and serving a writ of summons on the judgment debtor, attaching the foreign judgment as proof of the debt. Due to the lack of reciprocal enforcement arrangements as well as the foregoing conditions and defenses available, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state or territory in the United States.

We operate in a competitive industry and a 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 competition in the market due to the presence of a number of 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 (a) the making of agreements by any entity, regardless of its legal status or the way in which it is financed, engaged in economic activity, and includes a natural person engaged in economic activity (“Undertakings”); (b) the engagement in concerted practice by Undertakings; or (c) the making or giving effect of decisions by members of an association of Undertakings, that have the object or effect of preventing, restricting 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 or distorting competition in Hong Kong; and (iii) the merger rule prohibits Undertakings from directly or indirectly carrying out mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. Currently, the merger rule only applies where an Undertaking that holds or, directly or indirectly controls an Undertaking that holds a “carrier license” within the meaning of the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong) is involved in a merger, and therefore, we do not anticipate that the merger rule will be applicable to our business.

The Competition Commission is an independent statutory body in Hong Kong established under the Competition Ordinance to investigate any contravention against the competition rules and enforce the provisions of the Competition Ordinance, and the Competition Tribunal is a superior court of record set up by 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 the investigation of a contravention of the Competition Ordinance may include the acceptance by the Competition Commission of a commitment given by the infringer to take any action or refrain from taking any action, the issuance of a warning notice or infringement notice, the commencement of proceedings in the Competition Tribunal, the application for a consent order, the referral of the complaint to a government agency and the conduct of a market study. The Competition Tribunal may order remedies including to impose a pecuniary penalty as well as make 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 Doing Business in Hong Kong — Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations.” beginning on page 43.

Operating our business in Hong Kong, we are subject to the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) which sets out the principles that a person who, either alone, jointly or in common with other persons, controls the collection, holding, processing or use of personal data (“Data User”) must follow in any acts concerning information, existing in a form which access to or processing of is practicable, which relates to a living individual and can be used to identify that individual. Alleged failure to comply with applicable laws and regulations regarding data security or failure to protect user privacy, regardless of their validity, may result in negative news or media coverage of our business which may in turn damage our reputation, erosion of customer faith in us and material negative impact on our business, results of operations, and financial condition. Contravention with the PDPO may entitle the Privacy Commissioner for Personal Data to issue a written enforcement notice directing such Data User to take prescribed steps within a specified timeframe to remedy and prevent recurrence of contravention. Contravention with the above enforcement notice issued by the Privacy Commissioner for Personal Data is an offence and on first conviction, the offender is liable to a maximum fine of HK$50,000 and imprisonment for 2 years, with a daily penalty of HK$1,000. Subsequent convictions can result in a maximum fine of HK$100,000 and imprisonment for 2 years, with a daily penalty of HK$2,000. The PDPO does not prescribe any express remedies regarding 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 PDPO. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — Failure to comply with PDPO may result in material and adverse effect on our business, financial condition and results of operations.” beginning on page 44.

Additionally, under the principle of “one country, two systems” and based on fact that neither the Company nor its operating subsidiary has directly or indirectly transferred equity or other assets of Chinese resident enterprises, nor has operations in mainland China, in the opinion of our PRC counsel, Beijing Yingke Law Firm Shenzhen Office, from the perspective of PRC law, the Company is not subject to the PRC Enterprise Tax Law.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. We are also a “controlled company” under the Nasdaq Rules. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary— Implications of Being a Controlled Company.”

Our officers and directors will have significant influence over the Company due to their significant shareholding in the Company. Our three main shareholders, including our Chief Executive Officer and our Chief Technology Officer, collectively beneficially own approximately 53.19% of our issued and outstanding Class A ordinary shares and all of our Class B ordinary shares as of the date of this prospectus and are able to exercise approximately 98.68% of the total voting power of our issued and outstanding shares (including both Class A ordinary shares and Class B ordinary shares). For more information regarding our main shareholders’ beneficial ownerships, see “Principal Shareholders” and “Risk Factors — Risks Related to Offering and Ownership of Class A Ordinary Shares — Our three main shareholders, including our Chief Executive Officer and our Chief Technology Officer, beneficially own an aggregate of 16,982,076 Class A ordinary shares and 20,000,000 Class B ordinary shares as of the date of this prospectus*, representing approximately 98.22.% of the voting power of our outstanding share capital, and will have significant influence over all corporate matters for which shareholder approval is required.”on page 47.As a result of our main shareholders’ significant ownership, we may be deemed a “controlled company” under Nasdaq Rules. However, we do not intend to avail ourselves of the corporate governance exemptions offered to a “controlled company” under the Nasdaq Rules. See“Prospectus Summary — Implications of Being a Controlled Company.”*

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). Under this prospectus, the selling shareholders may, from time to time, sell our Class A ordinary shares described in this prospectus in one or more transactions, as described herein. This prospectus provides you with a general description of the securities offered by the selling shareholders. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below. You should carefully read this prospectus before deciding to invest in our securities. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

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