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1、F-1 1 ea0202446-01.htm REGISTRATION STATEMENTAs Filed with the U.S.SecuritiesandExchangeCommissiononMarch29,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORMF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Huge Amount Group Limited(Exact name o

2、f registrant as specified in its charter)_Cayman Islands 7311 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Unit 6021126 Jimei BeidadaoSoftware Park PhaseIII,Torch High-tech Industri

3、al Development ZoneXiamen,FujianThe Peoples Republic of China 361000+86-13023912579(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168800-221-0102(Name,address,including zi

4、p code,and telephone number,including area code,ofagent for service)_With a Copy to:Ying Li,Esq.John Nossiff,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022+1212-530-2206 William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenu

5、e,3rd FloorNewYork,NY10017+1212-588-0022_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this registration statement.If any of the securities being registered on this Formare to be offered on a delayed or continuousbasis pursuant to Rule415 under t

6、he Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statemen

7、t for the sameoffering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIf this Formis a post-effective a

8、mendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offeringIndicate by check mark whether the registrant is an emerging growth company as defined in

9、 Rule405of the Securities Actof1933Emerging 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 forcomplying with any new or revised financial ac

10、counting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act _The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this r

11、egistration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act,or until there

12、gistration statement shall become effective on such date as the U.S.Securities andExchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statemen

13、t filed with the U.S.Securitiesand Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting any offer to buy these securities in anyjurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MARCH

14、29,2024 Ordinary SharesHuge Amount Group LimitedThis is an initial public offering of our ordinary shares,par value$1.00 per share(“Ordinary Shares”).Prior to this offering,there has been no public market for ourOrdinary Shares.We expect the initial public offering price to be in the range of$4.00 t

15、o$6.00 per Ordinary Share.The offering is being made on a“firm commitment”basis by the underwriters.See“Underwriting.”We plan to apply to list our OrdinaryShares on the Nasdaq Capital Market(“Nasdaq”)and have reserved the symbol“OCP”for purposes of listing our Ordinary Shares on Nasdaq.At this time,

16、Nasdaq has notyet approved our application to list our Ordinary Shares.The closing of thisoffering is conditioned upon Nasdaqs final approval of our listing application,andthere is no guarantee or assurance that our Ordinary Shares will be approved forlisting on Nasdaq.Investing in our Ordinary Shar

17、es involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 18 to read about factors you should consider before buying ourOrdinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Huge Amount,”“our Company,

18、”and the“Company”refer to Huge AmountGroup Limited,a Cayman Islands exempted company;“KSLM International”or“HongKong subsidiary”refers to KSLM International Group Limited,a company formed underthe laws of Hong Kong,which is wholly owned by Huge Amount;“WFOE”refers toXiamen Jiujiuzi Technology Co.,Lt

19、d.,a PRC corporation and wholly owned subsidiaryof KSLM International;“Xiamen Kuangshi”refers to Xiamen Kuangshi Alliance NetworkTechnology Co.,Ltd.,a limited liability company organized under the laws of thePRC,which is wholly owned by WFOE;“Xiamen Fun”refers to Xiamen Fun NetworkTechnology Co.,Ltd

20、.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;“Hainan Gongjuren”refers to Hainan Gongjuren Network Technology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“XiamenGanqilai”refers to Xiamen Ganqilai Technology Co.,Ltd.,a PRC corporation andwholly owned

21、subsidiary of Xiamen Kuangshi;“Shenzhen Miaojuhuiliang”refers toShenzhen Miaojuhuiliang Network Technology Co.,Ltd.,a PRC corporation and whollyowned subsidiary of Xiamen Kuangshi;“Xiamen Weisuli”refers to Xiamen WeisuliNetwork Technology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of Xia

22、menKuangshi;“Xiamen Xinqianhui”refers to Xiamen Xinqianhui Network Technology Co.,Ltd.(1);“Xiamen Qingxiangxing”refers to Xiamen Qingxiangxing Network TechnologyCo.,Ltd.,a PRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“XiamenZhousha”refers to Xiamen Zhousha Network Technology Co.,Lt

23、d.,a PRC corporationand wholly owned subsidiary of Xiamen Kuangshi;“Xiamen Wannianfeng”refers toXiamen Wannianfeng Network Technology Co.,Ltd.,a PRC corporation and wholly ownedsubsidiary of Xiamen Kuangshi;“Xiamen Kenini”refers to Xiamen Kenini NetworkTechnology Co.,Ltd.,a PRC corporation and wholl

24、y owned subsidiary of XiamenKuangshi;“Xiamen Qiqian”refers to Xiamen Qiqian Network Technology Co.,Ltd.,aPRC corporation and wholly owned subsidiary of Xiamen Kuangshi;“Xiamen Liuliulin”refers to Xiamen Liuliulin Network Technology Co.,Ltd.,a PRC corporation and whollyowned subsidiary of Xiamen Kuan

25、gshi;“Xiamen Nanuke”refers to Xiamen Nanuke NetworkTechnology Co.,Ltd.,a PRC corporation and wholly owned subsidiary of XiamenKuangshi;and“PRC operating entities”refers to all our operating entities in thePRC,namely WFOE,Xiamen Kuangshi,Xiamen Fun,Hainan Gongjuren,Xiamen Ganqilai,Shenzhen Miaojuhuil

26、iang,Xiamen Weisuli,Xiamen Xinqianhui(2),Xiamen Qingxiangxing,Xiamen Zhousha,Xiamen Wannianfeng,Xiamen Kenini,Xiamen Qiqian,Xiamen Liuliulin,and Xiamen Nanuke.Xiamen Zhousha,Xiamen Wannianfeng,Xiamen Kenini,Xiamen Qiqian,Xiamen Liuliulin,and Xiamen Nanuke are recently established and do not have any

27、business operations as of the date of this prospectus._(1)On March 30,2022,Xiamen Xinqianhui was incorporated in PRC as awholly owned subsidiary of Xiamen Kuangshi.On March 12,2024,the company sold XiamenXinqianhui,its wholly owned subsidiary,to an unrelated third party for approximately$2,055,000,w

28、hich approximated the net book value of the subsidiary on the companys books.The$2,055,000 sale price will be paid to the company in installments over the next threemonths.Consequently,Xiamen Xinqianhui is no longer a subsidiary of Xiamen Kuangshi.Table of Contents(2)Xiamen Xinqianhui is included in

29、 the definition of“PRC operatingentities”only for the period from March 30,2022 to March 11,2024.Investors are cautioned that you are purchasing equity interests in aCayman Islands holding company with operations conducted in mainland Chinaby its subsidiaries.We are a holding company incorporated in

30、 the Cayman Islands with no materialoperations of our own and not a Chinese operating company.As a result,we conductall of our operations through the PRC operating entities established in the PRC.TheOrdinary Shares offered in this prospectus are shares of the Cayman Islands holdingcompany instead of

31、 shares of the PRC operating entities in the PRC.Holders of ourOrdinary Shares do not directly own any equity interests in the PRC operatingentities,but will instead own shares of a Cayman Islands holding company.Chineseregulatory authorities could disallow our corporate structure,which would likely

32、result in a material change in our operations and/or a material change in the valueof the securities we are registering for sale,including that it could cause thevalue of such securities to significantly decline or become worthless.See“RiskFactors Risks Related to Doing Business in the PRC Chinese r

33、egulatoryauthorities could disallow our holding company structure,which may result in amaterial change in our operations and/or a material change in the value of thesecurities we are registering for sale,including that it could cause the value ofsuch securities to significantly decline or become wor

34、thless.”We are subject to certain legal and operational risks associated with having all ofour operations in Peoples Republic of China(the“PRC”or“China”),and suchrisks could cause the value of our securities to significantly decline or becomeworthless.Changes in Chinas economic,political,or social c

35、onditions orgovernment policies may effect operations of our PRC operating entities,significantdepreciation of the value of the Ordinary Shares,or a complete hindrance to ourability to offer,or continue to offer,our securities to investors.Recently,thePRC regulatory authority adopted a series of reg

36、ulatory actions and issued statementsto regulate business operations in China,including cracking down on illegalactivities in the securities market,adopting new measures to extend the scope ofcybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As of thedate of this prospectus,as

37、 confirmed by our PRC counsel,AllBright Law Offices(Fuzhou)(“AllBright”),neither we nor any of our PRC operating entities has beeninvolved in any investigations on cybersecurity review initiated by any PRCregulatory authority,nor has any of them received any inquiry,notice,or sanction.The Cybersecur

38、ity Review Measures became effective on February 15,2022.Asconfirmed by our PRC counsel,AllBright,we are not subject to cybersecurity reviewwith the Cyberspace Administration of China,or CAC,since we currently do not haveover one million users personal information and we do not anticipate that we wi

39、llbe collecting over one million users personal information or data that affects ormay affect national security in the foreseeable future,which we understand mightotherwise subject us to the Cybersecurity Review Measures;we also do not expect tobe subject to network data security review by the CAC i

40、f the Draft Regulations on theNetwork Data Security Administration(Draft for Comments)(the“SecurityAdministration Draft”)are enacted as proposed for the aforementioned reasons.See“Risk Factors Risks Related to Doing Business in the PRC The CAC hasincreased oversight over data security,particularly f

41、or companies with substantialChina operations seeking to list on a foreign stock exchange.”Recent statements by the PRC regulatory authority have indicated an intent to imposemore oversight and supervision over offerings conducted overseas and/or foreigninvestment in China-based issuers.On February

42、17,2023,the China SecuritiesRegulatory Commission(the“CSRC”),promulgated the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies(the“TrialAdministrative Measures”),which came into force on March31,2023.On the samedate,the CSRC circulated Supporting Guidance

43、 Rules No.1 through No.5,Notes on theTrial Administrative Measures,Notice on Administration Arrangements for the Filingof Overseas Listings by Domestic Enterprises(the“Notice”)and relevant CSRCAnswers to Reporter Questions,or collectively,the Guidance Rules and Notice,onCSRCs official website.The Tr

44、ial Administrative Measures refine the regulatorysystem by subjecting both direct and indirect overseas offering and listingactivities to the CSRC filing-based administration.The Trial AdministrativeMeasures,together with the Guidance Rules and Notice,impose requirements for theoverseas securities o

45、ffering and listing by domestic enterprises,and clarified andemphasized several aspects,which include,but are not limited to:(i)comprehensivedetermination of the“indirect overseas offering and listing by PRC domesticcompanies”in compliance with the principle of“substance over form”and,particularly,a

46、n issuer will be required to go through the filing procedures underthe Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuers operating revenue,total profit,total assets or netassets as documented in its audited consolidated financial statements

47、for the mostrecent accounting year is accounted for or by PRC domestic companies,and b)the mainparts of the issuers business activities are conducted in mainland China,or itsmain places of business are located in mainland China,or the senior managers incharge of its business operations and managemen

48、t are mostly Chinese citizens ordomiciled in mainland China;(ii)exemptions from immediate filing requirements forissuers that have already been listed overseas,prior to the date of implementationof the Trial Administrative Measures,or meet the following circumstances at the sametime:a)whose applicat

49、ion for indirect overseas offering and listing has beenapproved by the overseas regulators or overseas stock exchanges(for example,theeffectiveness of a registration statement for offering and listing in the U.S.hasbeen obtained),and b)are not required to re-perform the regulatory procedures withthe

50、 relevant overseas regulator or overseas stock exchanges,and c)whose overseasoffering or listing shall be completed before September30,2023,but such issuersshall still be subject to filing procedures if they conduct Table of Contentsrefinancing or any other filing matters;(iii)a negative list of typ

51、es of issuersbanned from listing or offering overseas,such as issuers under investigation forcrimes or major violations of the law,or whose overseas offering and listing mayendanger national security,or whose controlling shareholders have been recentlyconvicted of bribery and corruption;(iv)issuers

52、compliance with foreigninvestment,network security,data security,and other national security laws,regulations and relevant provisions;(v)issuers filing and reporting obligations,such as obligation to file with the CSRC after it submits an application for initialpublic offering to competent overseas

53、regulators,and obligation to file with theCSRC after it completes subsequent offerings in the same overseas market and toreport to the CSRC on material events including change of control or voluntary ormandatory delisting of the issuer;and(vi)the CSRCs authority to fine bothissuers and their relevan

54、t shareholders for failure to comply with the TrialAdministrative Measures,including failure to comply with the filing procedures orfiling with materials on false,misleading statements or material omissions.Specifically,pursuant to the Trial Administrative Measures,we are required to filewith the CS

55、RC within threebusiness days after submitting the application documentsfor offering and listing in the U.S.We submitted initial filing documents to theCSRC on December 19,2023,as is required by the Trial Administrative Measures.Thisoffering is contingent upon completion of the CSRC filing and gettin

56、g the notice offiling for overseas issuance and listing from the CSRC,which we received on February7,2024.As advised by our PRC counsel,AllBright,according to the relevant PRC lawsand regulations as of the date of this registration statement,our offering will bedeemed as an indirect overseas listing

57、 by a domestic company by the CSRC,and that wemust fulfill the filing procedure with the CSRC in accordance with the TrialAdministrative Measures.We have obtained the notice of filing for overseas issuanceand listing from the CSRC on February 7,2024.See“RiskFactorsRisks Relatedto Doing Business in t

58、he PRCIn addition to the required filing procedures of theCSRC pursuant to the Trial Measures,approvals,filings,or other procedures of theCSRC or other PRC regulatory authorities may be required in connection with thisoffering under PRC laws,regulations,and rules.”As of the date of this prospectus,e

59、xcept for the notice of filing for overseasissuance and listing from the CSRC,neither we nor our PRC operating entities havereceived any other inquiry,notice,warning,or sanctions regarding our plannedoverseas listing from the CSRC or any other PRC regulatory authority.The StandingCommittee of the Na

60、tional Peoples Congress(the“SCNPC”)or PRC regulatoryauthorities may in the future promulgate new laws,regulations,or implement newrules that require us,or our subsidiaries to obtain regulatory approval fromChinese authorities before listing in the U.S.,apart from the filing with the CSRCper the requ

61、irements of the Trial Administrative Measures.If we do not receive ormaintain the approval,or erroneously conclude that such approval is not required,orapplicable laws,regulations,or interpretations change such that we are required toobtain approval in the future,apart from the filing with the CSRC

62、per therequirements of the Trial Administrative Measures,we may be subject to aninvestigation by competent regulators,fines or penalties,or an order prohibiting usfrom conducting an offering,and these risks could result in a material adversechange in our operations and the value of our Ordinary Shar

63、es,limit our ability tooffer or continue to offer securities to investors,or cause such securities tosignificantly decline in value or become worthless.The same legal and operational risks associated with operations in China also applyto operations in Hong Kong.Hong Kong was established as a special

64、 administrativeregion of the PRC in accordance with Article 31 of the Constitution of the PRC.TheBasic Law of the Hong Kong Special Administrative Region of the PRC(the“BasicLaw”)was adopted and promulgated on April 4,1990 and became effective on July 1,1997,when the PRC resumed the exercise of sove

65、reignty over Hong Kong.Pursuant tothe Basic Law,Hong Kong is authorized by the National Peoples Congress of the PRCto exercise a high degree of autonomy and enjoy executive,legislative,andindependent judicial power,under the principle of“one country,two systems,”andthe PRC laws and regulations shall

66、 not be applied in Hong Kong except for thoselisted in Annex III of the Basic Law(which is confined to laws relating to nationaldefense,foreign affairs,and other matters that are not within the scope ofautonomy).However,there is no assurance that there will not be any changes in theeconomic,politica

67、l,and legal environment in Hong Kong in the future.Due to theuncertainty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future,and thus,we and our subsidiaries mayface the same legal and operational risks associated with operating in the PRC.I

68、fthere is a significant change to current political arrangements between mainlandChina and Hong Kong,or if the applicable laws,regulations,or interpretationschange,our Hong Kong subsidiaryKSLM Internationalmay become subject toPRC laws or authorities.As a result,our Hong Kong subsidiary could incur

69、materialcosts to ensure compliance,be subject to fines,and we may experience devaluation ofour securities or be subject to delisting,no longer be able to conduct offerings toforeign investors,and our Hong Kong subsidiary may no longer be permitted tocontinue its current business operations.The main

70、legislation in Hong Kongconcerning data security is the Personal Data(Privacy)Ordinance(Cap.486 of theLaws of Hong Kong)(the“PDPO”),which regulates the collection,usage,storage,andtransfer of personal data and imposes a statutory duty on data users to comply withthe six data protection principles co

71、ntained therein.As of the date of thisprospectus,as advised by Bird&Bird LLP,our Hong Kong legal counsel,we believethat our Hong Kong subsidiary,KSLM International,has complied with the applicablelaws and requirements in respect of data security in Hong Kong.However,the laws oncybersecurity and data

72、 privacy are constantly evolving and can be subject to varyinginterpretations,resulting in uncertainties about the scope of our responsibilitiesin that regard.Failure to comply with the cybersecurity and data privacyrequirements in a timely manner,or at all,may subject us or our Hong Kongsubsidiary

73、to consequences,including government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of our Hong Kongsubsidiarys operations.In addition,the Competition Ordinance(Cap.619 of theLaws of Hong Kong)prohibits and deters undertakings in all sectors from adoptinganti-comp

74、etitive conduct which has the object or Table of Contentseffect of preventing,restricting,or distorting competition in Hong Kong.Itprovides for general prohibitions in three major areas of anti-competitive conductdescribed as the first conduct rule,the second conduct rule,and the merger rule.Asof th

75、e date of this prospectus,we and our Hong Kong subsidiary have complied withall three areas of anti-competition laws and requirements in Hong Kong.As confirmedby our Hong Kong counsel,Bird&Bird LLP,neither the data security nor antimonopolylaws and regulations in Hong Kong restrict our ability to ac

76、cept foreign investmentor impose limitations on our ability to list on any U.S.stock exchange.See“RiskFactors Risks Relating to Doing Business in the PRCOur Hong Kong subsidiary,KSLM International,is subject to various evolving Hong Kong laws and regulationsregarding data security or antimonopoly,wh

77、ich could subject them to governmentenforcement actions and investigations,fines,penalties,and suspension ordisruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCA Act”),ifthe Pu

78、blic Company Accounting Oversight Board(United States)(the“PCAOB”)isunable to inspect our auditors for three consecutiveyears beginning in 2022.OnDecember16,2021,the PCAOB issued a report on its determinations that it is unableto inspect or investigate completely PCAOB-registered public accounting f

79、irmsheadquartered in mainland China and in HongKong,because of positions taken by PRCauthorities in those jurisdictions.Our auditor,Onestop Assurance PAC,isheadquartered in Singapore,and has been inspected by the PCAOB on a regular basis,with the last inspection in 2022.The PCAOB currently has acces

80、s to inspect theworking papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December16,2021.If trading in our Ordinary Shares isprohibited under the HFCA Act in the future because the PCAOB determines that itcannot inspect or fully investigate our audi

81、tor at such future time,Nasdaq maydetermine to delist our Ordinary Shares and trading in our Ordinary Shares could beprohibited.On August26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governinginspections and investigations o

82、f accounting firms based in mainland China andHongKong,taking the first step toward opening access for the PCAOB to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong.Pursuant to the fact sheet with respect to the Protocol disclosed by theU.S.Securi

83、ties and Exchange Commission(the“SEC”),the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to secure complete acce

84、ss toinspect and investigate registered public accounting firms headquartered in mainlandChina and HongKong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB Board will cons

85、ider the need to issue a newdetermination.On June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,and on December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw by President Biden,which

86、contained,among other things,an identical provisionto the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAAct by requiring the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive

87、years instead of three,thus reducing the time period for triggering thedelisting of our Company and the prohibition of trading in our securities if thePCAOB is unable to inspect our accounting firm at such future time.See“RiskFactorsRisks Relating to Doing Business in the PRCA recent joint statement

88、by the SEC and the PCAOB,proposed rule changes submitted by Nasdaq,and the HoldingForeign Companies Accountable Act all call for additional and more stringent criteriato be applied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are

89、not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering.”As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made any dividends ordistributions to our shareholders.We intend to keep any

90、 future earnings to financethe expansion of our business,and we do not anticipate that any cash dividends willbe paid in the foreseeable future.If we determine to pay dividends on any of ourOrdinary Shares in the future,as a holding company,we will be dependent on receiptof funds from our HongKong s

91、ubsidiary,KSLM International.KSLM International willrely on payments made from WFOE,which will in turn rely on payments made from XiamenKuangshi as dividends.However,as the PRC government imposes control over currencyconversion,it has the authority to conduct exchange transfer reviews,which mayimpos

92、e certain limitations on the ability to transfer cash between our Company,oursubsidiaries,and our investors,primarily as follows:(i)we may be restricted frominjecting capital or providing loans to the PRC operating entities,which mayadversely affect the operations of our PRC operating entities;(ii)o

93、ur PRCoperating entities may be restricted from paying dividends to us;and(iii)if weare unable to obtain dividends from our PRC operating entities,it may adverselyimpact any dividends distribution to investors.See“Risk FactorsRisks Relatingto Doing Business in the PRCPRC regulation of loans to,and d

94、irect investmentsin,PRC entities by offshore holding companies may delay or prevent us from makingloans or additional capital contributions to our PRC operating entities and therebyprevent us from funding our business,”“Risk FactorsRisks Relating to DoingBusiness in the PRCWe may rely on dividends a

95、nd other distributions on equitypaid by our PRC operating entities to fund any cash and financing requirements we Table of Contentsmay have,and any limitation on the ability of our PRC operating entities to makepayments to us could have a material and adverse effect on our ability to conduct ourbusi

96、ness,”and“Risk Factors Risks Relating to Doing Business in thePRCConversion of RMB to and from other currency may be subject to governmentalcontrol in China.”Further,to the extent cash or assets in the business are in thePRC/HongKong or a PRC/HongKong entity,the funds or assets may not be available

97、tofund operations or for other use outside of the PRC/HongKong due to interventionsin or the imposition of restrictions and/or limitations on the ability of our Companyor our subsidiaries by the PRC government to transfer cash or assets.There is noassurance the PRC government will not intervene in o

98、r impose restrictions on theability of our Company or our subsidiaries to transfer cash or assets.See“Prospectus Summary Dividends or Distributions Made to Our Company and U.S.Investors and Tax Consequences,”and“Risk Factors Risks Relating to DoingBusiness in the PRCTo the extent cash or assets in t

99、he business are in thePRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC/Hong Kong,due to interventionsin or the imposition of restrictions and limitations on the ability of our Company orour subsidiaries by the PRC

100、government to transfer cash or assets.”As of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Company and our subsidiaries.We do not have a cash managementpolicy in place.See“Prospectus SummaryAsset Transfers Between Our Company andOur Subsidiaries,”“P

101、rospectus SummaryDividends or Distributions Made to OurCompany and U.S.Investors and Tax Consequences,”and our audited consolidatedfinancial statements for the fiscalyears ended June30,2023 and 2022 in sections“Consolidated Balance Sheets as of June 30,2022 and 2023,”“ConsolidatedStatements of Opera

102、tions and Comprehensive Income(Loss)for the Years Ended June 30,2022 and 2023,”“Consolidated Statements of Changes in Shareholders Equity for theYears Ended June 30,2022 and 2023,”and“Consolidated Statements of Cash Flows forthe Years Ended June 30,2022 and 2023.”We are an“emerging growth company”as

103、 defined under the federal securities laws andwill be subject to reduced public company reporting requirements.Please read thedisclosures beginning on page13 of this prospectus for more information.Per Share TotalWithoutOver-AllotmentOption Total WithFullOver-AllotmentOptionInitial public offering p

104、rice$Underwriters discounts(1)$Proceeds to our Company before expenses$_(1)We have agreed to pay Univest Securities,LLC,the representative on behalf of theunderwriters(the“Representative”),an underwriting discount equal to seven percent(7%)per share.The fees do not include the Representatives warran

105、ts or expense reimbursementprovisions described below.We have agreed to grant to the Representative a 45-day option topurchase up to fifteen percent(15%)of the aggregate number of Ordinary Shares sold in theoffering.See“Underwriting”for more information regarding our arrangements with theunderwriter

106、s.(2)In addition to the underwriting discounts listed above,we have also agreed to issue to theRepresentative and its affiliates or employees warrants,for a nominal consideration ofUS$0.01 per warrant,to purchase a number of Ordinary Shares equal to five percent(5%)of thetotal number of Ordinary Sha

107、res sold in this offering,including any shares issued uponexercise of the underwriters over-allotment option.The Representatives warrants will havean exercise price per share equal to 110%of the public offering price per share in thisoffering and may be exercised on a cashless basis.The Representati

108、ves warrants areexercisable commencing following the date of commencement of sales of the public offering andwill be exercisable until such warrants expire twoyears after such date.The registrationstatement of which this prospectus is a part also covers the Representatives Warrants andthe Ordinary S

109、hares issuable upon the exercise thereof.See“Underwriting”for additionalinformation regarding total underwriter compensation.The underwriters expect to deliver the Ordinary Shares against payment inU.S.dollars in NewYork,NY on or about,2024.Neither the U.S.Securities and Exchange Commission nor any

110、statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.Prospectus dated,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RIS

111、K FACTORS 18DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 47ENFORCEABILITY OF CIVIL LIABILITIES 48USE OF PROCEEDS 49DIVIDEND POLICY 50CAPITALIZATION 52DILUTION 53CORPORATE HISTORY AND STRUCTURE 54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 56INDUSTRY 66BUSIN

112、ESS 69REGULATIONS 90MANAGEMENT 105PRINCIPAL SHAREHOLDERS 110RELATED PARTY TRANSACTIONS 112DESCRIPTION OF SHARE CAPITAL 113SHARES ELIGIBLE FOR FUTURE SALE 132MATERIAL INCOME TAX CONSIDERATION 134UNDERWRITING 141EXPENSES RELATING TO THIS OFFERING 148LEGAL MATTERS 149EXPERTS 149WHERE YOU CAN FIND ADDIT

113、IONAL INFORMATION 149INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or

114、on our behalf or to which we have referredyou.We take no responsibility for and can provide no assurance as to the reliabilityof,any other information that others may give you.This prospectus is an offer tosell only the Ordinary Shares offered hereby,but only under circumstances and injurisdictions

115、where it is lawful to do so.We are not making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do so or to any person to whom itis not permitted to make such offer or sale.For the avoidance o

116、f doubt,no offer orinvitation to subscribe for Ordinary Shares is made to the public in the CaymanIslands.The information contained in this prospectus is current only as of the dateon the front cover of the prospectus.Our business,financial condition,results ofoperations,and prospects may have chang

117、ed since that date.Neither we nor the underwriters have taken any action to permit a public offering ofthe Ordinary Shares outside the United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedSt

118、ates who come into possession of thisprospectus or any filed free writing prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.CONVENTION

119、S THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the Peoples Republic of China;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic of China;“Renminbi”or“RMB”are to the l

120、egal currency of China;“shares,”“Shares,”or“Ordinary Shares”are to the ordinary shares ofHuge Amount,par value$1.00 per share;and“U.S.dollars,”“$,”or“dollars”are to the legal currency of theUnitedStates.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by t

121、he underwriters of their over-allotment option.Our business is conducted by the PRC operating entities using RMB.Our consolidatedfinancial statements are presented in U.S.dollars.In this prospectus,we refer toassets,obligations,commitments,and liabilities in our consolidated financialstatements in U

122、.S.dollars.These dollar references are based on the exchange rateof RMB to U.S.dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of U.S.dollars which may result in an increase o

123、r decreasein the amount of our obligations(expressed in dollars)and the value of our assets,including accounts receivable(expressed in dollars).iiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed informati

124、on and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our OrdinaryShares,discussed under“Risk Factors,”before deciding whether to buy ourOrdinary Shares.Our Corporate Struct

125、ureWe are a holding company incorporated in the Cayman Islands and not a Chineseoperating company.As a result,we conduct all of our operations through the PRCoperating entities.The Ordinary Shares offered in this prospectus are shares ofthe Cayman Islands holding company instead of shares of the PRC

126、 operating entitiesin the PRC.Holders of our Ordinary Shares do not directly own any equity interestsin the PRC operating entities,but will instead own shares of a Cayman Islandsholding company.The following diagram illustrates our corporate structure as of the date of thisprospectus and upon the co

127、mpletion of this offering,based on a proposed number of Ordinary Shares,assuming no exercise of the underwriters over-allotmentoption.For more details on our corporate history,please refer to“CorporateHistory and Structure.”_(1)Represents 29,280Ordinary Shares indirectly held by Mingjie Huang,the 10

128、0%beneficialowner of Cdwaas Group Ltd,as of the date of this prospectus.(2)Represents 9,020Ordinary Shares indirectly held by Zhaopeng Ci,the 100%beneficial ownerof Accel Partners Group Ltd,as of the date of this prospectus.(3)Represents an aggregate of 11,700 Ordinary Shares held by 6 shareholders,

129、each one ofwhich holds less than 5%of our Ordinary Shares,as of the date of this prospectus.We are subject to certain legal and operational risks associated with the businessoperations of the PRC operating entities based in China,which could cause thevalue of our securities to significantly decline

130、or become worthless.These risksmay result in material adverse changes in the operations of the PRC operatingentities,significant depreciation of the value of our Ordinary Shares,or acomplete hindrance of our ability to offer,or continue to offer,our securities toinvestors.1Table of ContentsRecently,

131、the PRC government adopted a series of regulatory actions and issuedstatements to regulate business operations in China,including cracking down onillegal activities in the securities market,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopolyen

132、forcement.As of the date of this prospectus,neither we nor any of oursubsidiaries have been involved in any investigations on cybersecurity reviewinitiated by any PRC regulatory authority,nor has any of them received anyinquiry,notice,or sanction related to cybersecurity review under theCybersecurit

133、y Review Measures.On December28,2021,13 governmental departments of the PRC,including the CAC,issued the Cybersecurity Review Measures,which became effective on February15,2022.As confirmed by our PRC counsel,AllBright,we are not subject tocybersecurity review or network data security review by the

134、CAC under theCybersecurity Review Measures or if the Security Administration Draft is enacted asproposed,because neither WFOE nor any of the PRC operating entities is a CIIO oronline platform operator with personal information of more than one million users.See“Risk FactorsRisks Relating to Doing Bu

135、siness in the PRCThe CAC hasincreased oversight over data security,particularly for companies with substantialChina operations seeking to list on a foreign stock exchange.”On February17,2023,the CSRC promulgated the Trial Administrative Measures andfive supporting guidelines,which came into effect o

136、n March31,2023.Pursuant tothe Trial Administrative Measures,we are required to make a filing with the CSRCwithin three workingdays following the submission of an initial public offering orlisting application.For the filing with the CSRS,we need to submit relevantmaterials that contain a filing repor

137、t and a legal opinion,and provide truthful,accurate and complete information on the shareholders,among other things.See“Risk FactorsRisks Relating to Doing Business in the PRCIn addition tothe required filing procedures of the CSRC pursuant to the Trial Measures,approvals,filings,or other procedures

138、 of the CSRC or other PRC regulatoryauthorities may be required in connection with this offering under PRC laws,regulations,and rules.”As of the date of this prospectus,except for the noticeof filing for overseas issuance and listing from the CSRC,neither we nor oursubsidiaries have received any oth

139、er inquiry,notice,warning,or sanctionsregarding our overseas listing from the CSRC or any other PRC governmentalauthorities.The same legal and operational risks associated with operations in China also applyto operations in Hong Kong.Hong Kong was established as a special administrativeregion of the

140、 PRC in accordance with Article 31 of the Constitution of the PRC.TheBasic Law was adopted and promulgated on April 4,1990 and became effective on July1,1997,when the PRC resumed the exercise of sovereignty over Hong Kong.Pursuantto the Basic Law,Hong Kong is authorized by the National Peoples Congr

141、ess of thePRC to exercise a high degree of autonomy and enjoy executive,legislative,andindependent judicial power,under the principle of“one country,two systems,”andthe PRC laws and regulations shall not be applied in Hong Kong except for thoselisted in Annex III of the Basic Law(which is confined t

142、o laws relating tonational defense,foreign affairs,and other matters that are not within the scopeof autonomy).However,there is no assurance that there will not be any changes inthe economic,political,and legal environment in Hong Kong in the future.Due tothe uncertainty of the PRC legal system and

143、changes in laws,regulations,orpolicies,the Basic Law may be revised in the future,and thus,we and oursubsidiaries may face the same legal and operational risks associated withoperating in the PRC.If there is a significant change to current politicalarrangements between mainland China and Hong Kong,o

144、r if the applicable laws,regulations,or interpretations change,our Hong Kong subsidiaries may becomesubject to PRC laws or authorities.As a result,our Hong Kong subsidiary couldincur material costs to ensure compliance,be subject to fines,and we mayexperience devaluation of our securities or be subj

145、ect to delisting,no longer beable to conduct offerings to foreign investors,and our Hong Kong subsidiary may nolonger be permitted to continue their current business operations.The mainlegislation in Hong Kong concerning data security is the PDPO,which regulates thecollection,usage,storage,and trans

146、fer of personal data and imposes a statutoryduty on data users to comply with the six data protection principles containedtherein.As of the date of this prospectus,as advised by Bird&Bird LLP,our HongKong legal counsel,we believe that our Hong Kong subsidiary has complied with theapplicable laws and

147、 requirements in respect of data security in Hong Kong.However,the laws on cybersecurity and data privacy are constantly evolving and can besubject to varying interpretations,resulting in uncertainties about the scope ofour responsibilities in that regard.Failure to comply with the cybersecurity and

148、data privacy requirements in a timely manner,or at all,may subject us or our HongKong subsidiary to consequences,including,but not limited to,governmentenforcement actions and investigations,fines,penalties,and suspension ordisruption of our Hong Kong subsidiarys operations.In addition,the Competiti

149、onOrdinance(Cap.619 of the Laws of Hong Kong)prohibits and deters undertakings inall sectors from adopting anti-competitive conduct which has the object or effectof preventing,restricting,or distorting competition in Hong Kong.It provides forgeneral prohibitions in three major areas of anti-competit

150、ive conduct described asthe first conduct rule,the second conduct rule,and the2Table of Contentsmerger rule.As of the date of this prospectus,we and our Hong Kong subsidiaryhave complied with all three areas of anti-competition laws and requirements inHong Kong.As confirmed by our Hong Kong counsel,

151、Bird&Bird LLP,neither the datasecurity nor antimonopoly laws and regulations in Hong Kong restrict our ability toaccept foreign investment or impose limitations on our ability to list on any U.S.stock exchange.See“Risk Factors Risks Relating to Doing Business in the PRC Our Hong Kong subsidiary,KSLM

152、 International,is subject to various evolving HongKong laws and regulations regarding data security or antimonopoly,which couldsubject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be pr

153、ohibited from trading on a nationalexchange under the HFCA Act if the PCAOB is unable to inspect our auditors forthree consecutive years beginning in 2022.On June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act,and onDecember 29,2022,the Consolidated Appropria

154、tions Act was signed into law byPresident Biden,which contained,among other things,an identical provision toAccelerating Holding Foreign Companies Accountable Act,which reduces the number ofconsecutive non-inspectionyears required for triggering the prohibitions under theHFCA Act from threeyears to

155、two.On December16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in HongKong,because of positions takenby PRC authorities in those jurisdictions.Our auditor,Onestop

156、 Assurance PAC,isheadquartered in Singapore,and has been inspected by the PCAOB on a regular basis,with the last inspection in 2022.The PCAOB currently has access to inspect theworking papers of our auditor and our auditor is not subject to the determinationsannounced by the PCAOB on December16,2021

157、.If trading in our Ordinary Shares is prohibited under the HFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate ourauditor at such future time,Nasdaq may determine to delist our Ordinary Shares.OnAugust26,2022,the CSRC,the MOF,and the PCAOB signed the Protoc

158、ol,governinginspections and investigations of accounting firms based in mainland China andHongKong,taking the first step toward opening access for the PCAOB to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong.Pursuant to the fact sheet with respec

159、t to the Protocol disclosed by theSEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer informationto the SEC.On December15,2022,the PCAOB Board determined that the PCAOB wasable to secure complete access

160、 to inspect and investigate registered publicaccounting firms headquartered in mainland China and HongKong and voted to vacateits previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB Board will consid

161、er the need to issue a newdetermination.See“Risk Factors Risks Relating to Doing Business in thePRCA recent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to be app

162、lied to emerging market companiesupon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could adduncertainties to our offering.”Business OverviewWe are a holding company incorporated in the Cayman Islands and not a Chi

163、neseoperating company.As a holding company with no material operation of our own,weconduct our operations through the PRC operating entities in China.The PRC operating entities serve as mobile advertising service providers in China.Their mobile advertising services provide tailored mobile advertisin

164、g serviceswhich cover a wide spectrum including the creation of mobile advertising plans,placement of ads on media platforms,monitoring of ad performance data andoptimization of ad placement strategies.Besides their mobile advertising services,the PRC operating entities also provide advertising agen

165、t service to their clients.The PRC operating entities provide customer-tailored solutions to facilitateadvertisers to establish and execute their mobile advertising plan.The PRCoperating entities are dedicated to offering advertiser clients precise andstreamlined promotional advertising services wit

166、hin the mobile advertising sector,while ensuring stringent management of marketing products and channels.Thisapproach not only enhances the efficacy of ads but also improves the return oninvestment(“ROI”)for their advertiser clients.ROI is defined as the advertiserclients total revenue directed and

167、generated by ad placement,divided by theclients cost of ad placement.3Table of ContentsThe PRC operating entities craft tailored advertising campaigns to direct each adto its relevant target audience.By executing thorough analyses of the clientsproducts,peer products,and end consumer demand,the PRC

168、operating entities haveestablished detailed customer and user portraits.These portraits are developedbased on numerous factors such as geographical location,operating system,networkprovider,network type,demographics,content preference,interests,and keywordpreferences.Using mainstream media resources

169、 such as short-video platforms,socialmedia platforms,news streams,and search engines,ads are strategically placed onappropriate channels to optimize the outcome and reach its target audience.Since Xiamen Kuangshi launched its mobile advertising business in 2020,the PRCoperating entities have served

170、approximately 280 advertisers.The operationalparadigm of PRC operating entities is predicated upon proffering tailored mobileadvertising solutions.They have distinguished themselves in the conceptualizationand dissemination of mobile advertisements via their network of media resources,primarily cons

171、isting of authorized third-party agents of mainstream mediaplatforms.Their partnership with these media agents enables the PRC operatingentities to procure ads slots which are subsequently employed to disseminate ads,meticulously crafted to resonate with their advertiser clients specifications.For t

172、he fiscal years ended June 30,2023 and 2022,we had a revenue of$157.22 million and$36.96 million,respectively,and a net income of$4.46 million and$1.26 million,respectively.Among our revenue sources,therevenue generated from mobile media placement contributed 99.21%and 99.79%of ourrevenue for the fi

173、scal year ended June30,2023 and 2022,respectively.Revenuesgenerated from advertising agent services contributed 0.79%and 0.21%,respectively.All our PRC operating entities engage in similar business operations,including mobile media placement services and advertising agent services.Competitive Streng

174、thsWe believe that the following strengths contribute to the PRC operating entitiessuccess and differentiate it from its competitors:Highly experienced team;Media resourcesstrategic and diverse media connections;Tailored services comprehensive marketing strategies tailored tocustomer requirements,co

175、upled with in-depth analytical expertise;Use of effective marketing technique;andComprehensive industry insight.Growth StrategiesWe intend to grow the PRC operating entities business using the following keystrategies:Strengthening relationships with media platforms and expanding mediaresource networ

176、ks;Expansion into international media markets;andDiving into live-streaming cross-border e-commerce in Southeast Asia.Corporate InformationOur principal executive office is located at Unit 602,1126 Jimei Beidadao,Software Park Phase III,Torch High-tech Industrial Development Zone,Xiamen,Fujian,the P

177、eoples Republic of China and our phone number is+86-13023912579.Ourregistered office in the Cayman Islands is located at the Third Floor,CenturyYard,Cricket Square,P.O.Box 902,Grand Cayman,KY1-1103,Cayman Islands,and thephone number of our registered office is+1(345)743-1700.We maintain a corporatew

178、ebsite at http:/ information contained in,oraccessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the UnitedStates is CogencyGlobal Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.4Table of ContentsSummary

179、of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks

180、 are discussed more fully in thesection titled“Risk Factors.”Risks Relating to Doing Business in the PRC(for a more detailed discussion,see“Risk Factors Risks Relating to Doing Business in the PRC”beginningonpage18 of this prospectus)Our business is conducted in mainland China through our PRC operat

181、ing entities,andtherefore,we face risks relating to doing business in mainland China in general,including,but not limited to,the following:in addition to the required filing procedures of the CSRC pursuant to theTrial Measures,approvals,filings,or other procedures of the CSRC orother PRC regulatory

182、authorities may be required in connection with thisoffering under PRC laws,regulations,and rules(see“RiskFactorsRisks Related to Doing Business in the PRCIn addition tothe required filing procedures of the CSRC pursuant to the Trial Measures,approvals,filings,or other procedures of the CSRC or other

183、 PRCregulatory authorities may be required in connection with this offeringunder PRC laws,regulations,and rules”onpage18 of this prospectus);CAC has increased oversight over data security,particularly for companieswith substantial China operations seeking to list on a foreign stockexchange(see“Risk

184、FactorsRisks Related to Doing Business in thePRCCAC has increased oversight over data security,particularly forcompanies with substantial China operations seeking to list on a foreignstock exchange”onpage19 of this prospectus);we may be influenced by changes in the political and economic policies of

185、the PRC government(see“Risk FactorsRisks Related to Doing Businessin the PRC We may be influenced by changes in the political andeconomic policies of the PRC government”onpage20 of this prospectus);updates with respect to the enforcement of laws,and changes in laws andregulations in China could affe

186、ct us(see“Risk FactorsRisks Relatedto Doing Business in the PRCUpdates with respect to the enforcementof laws,and changes in laws and regulations in China could affect us”onpage20 of this prospectus);recent negative publicity surrounding China-based companies listed in theUnited States may negativel

187、y impact the trading price of our OrdinaryShares(see“Risk Factors Risks Related to Doing Business in thePRCRecent negative publicity surrounding China-based companies listedin the United States may negatively impact the trading price of ourOrdinary Shares”onpage20 of this prospectus);a recent joint

188、statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allcall for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditor

189、s who are not inspected by thePCAOB.These developments could add uncertainties to our offering(see“Risk Factors Risks Related to Doing Business in the PRC Arecent joint statement by the SEC and the PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allca

190、ll for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering”onpage 20 of this prospectus);to the

191、 extent cash or assets in the business are in the PRC/Hong Kong or aPRC/Hong Kong entity,the funds or assets may not be available to fundoperations or for other use outside of the PRC/Hong Kong,due tointerventions in or the imposition of restrictions and limitations on theability of our Company or o

192、ur subsidiaries by the PRC government totransfer cash or assets(see“Risk Factors Risks Related to DoingBusiness in the PRC To the extent cash or assets in the business are inthe PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may notbe available to fund operations or for other use outsid

193、e of the PRC/HongKong,due to interventions in or the imposition of restrictions andlimitations on the ability of our Company or our subsidiaries by the PRCgovernment to transfer cash or assets”on page 22 of this prospectus);5Table of ContentsPRC regulation of loans to,and direct investments in,PRC e

194、ntities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to our PRC operating entities and therebyprevent us from funding our business(see“Risk FactorsRisks Relatedto Doing Business in the PRCPRC regulation of loans to,and directinvestments in

195、,PRC entities by offshore holding companies may delay orprevent us from making loans or additional capital contributions to ourPRC operating entities and thereby prevent us from funding our business”onpage23 of this prospectus);the enforcement of the PRC Labor Contract Law and other labor-relatedreg

196、ulations in the PRC may affect the PRC operating entities businessand results of operations(see“Risk FactorsRisks Related to DoingBusiness in the PRCThe enforcement of the PRC Labor Contract Law andother labor-related regulations in the PRC may affect the PRC operatingentities business and results o

197、f operations”on page 23 of thisprospectus);we may rely on dividends and other distributions on equity paid by our PRCoperating entities to fund any cash and financing requirements we mayhave,and any limitation on the ability of our PRC operating entities tomake payments to us could have a material a

198、nd adverse effect on ourability to conduct our business(see“Risk FactorsRisks Related toDoing Business in the PRC We may rely on dividends and otherdistributions on equity paid by our PRC operating entities to fund anycash and financing requirements we may have,and any limitation on theability of ou

199、r PRC operating entities to make payments to us could have amaterial and adverse effect on our ability to conduct our business”onpage24 of this prospectus);we may be deemed to be a PRC resident enterprise under the EnterpriseIncome Tax Law,and be subject to PRC taxation on our worldwide income,which

200、 may increase our income tax expenses and decrease our profitability(see“Risk FactorsRisks Related to Doing Business in the PRCWemay be deemed to be a PRC resident enterprise under the Enterprise IncomeTax Law,and be subject to PRC taxation on our worldwide income,which mayincrease our income tax ex

201、penses and decrease our profitability”onpage24 of this prospectus);andwe may experience increased costs in the PRC with respect to indirecttransfer of equity interests in our PRC operating entities(see“RiskFactors Risks Related to Doing Business in the PRC We mayexperience increased costs in the PRC

202、 with respect to indirect transfer ofequity interests in our PRC operating entities”on page 25 of thisprospectus);conversion of RMB to and from other currency should be subject to relevantregulation in China(see“Risk Factors Risks Related to DoingBusiness in the PRC Conversion of RMB to and from oth

203、er currencyshould be subject to relevant regulations in China”onpage25 of thisprospectus);PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may affect our PRC operating entities(see“Risk FactorsRisks Related to Doing Business in the PRCPRCregulations

204、 relating to the establishment of offshore special purposecompanies by PRC residents may affect our PRC operating entities”onpage25 of this prospectus);PRC laws and regulations establish procedures for some acquisitions of PRCcompanies by foreign investors(see“Risk FactorsRisks Related toDoing Busin

205、ess in the PRC PRC laws and regulations establishprocedures for some acquisitions of PRC companies by foreign investors”onpage26 of this prospectus);we may be exposed to liabilities under the Foreign Corrupt Practices Actand Chinese anti-corruption laws(see“Risk FactorsRisks Related toDoing Business

206、 in the PRCWe may be exposed to liabilities under theForeign Corrupt Practices Act and Chinese anti-corruption laws”onpage26 of this prospectus);fluctuations in exchange rates could result in foreign currency exchangelosses(see“Risk Factors Risks Related to Doing Business in thePRCFluctuations in ex

207、change rates could result in foreign currencyexchange losses”onpage26 of this prospectus);6Table of Contentsthe PRC operating entity,Xiamen Xinqianhui,leases office from a thirdparty,and there is no assurance that the PRC operating entity will beable to renew the leases or find suitable alternative

208、premises upon theexpiration of the relevant lease terms(see“Risk Factors RisksRelated to Doing Business in the PRCThe PRC operating entity,XiamenXinqianhui,leases office from a third party,and there is no assurancethat the PRC operating entity will be able to renew the leases or findsuitable alterna

209、tive premises upon the expiration of the relevant leaseterms”onpage27 of this prospectus);the custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfil their responsibilities,ormisappropriate or misuse these assets(see“Risk Factors RisksRelate

210、d to Doing Business in the PRC The custodians or authorizedusers of our controlling non-tangible assets,including chops and seals,may fail to fulfil their responsibilities,or misappropriate or misusethese assets”onpage27 of this prospectus);our PRC operating entities business may be materially and a

211、dverselyaffected if the PRC operating entities declares bankruptcy or becomessubject to a dissolution or liquidation proceeding(see“RiskFactors Risks Related to Doing Business in the PRC Our PRCoperating entities business may be materially and adversely affected ifthe PRC operating entities declares

212、 bankruptcy or becomes subject to adissolution or liquidation proceeding”onpage27 of this prospectus);if the PRC operating entities are not in compliance with the relevant PRCtax laws and regulations,our financial condition and results ofoperations may be negatively affected(see“Risk Factors RisksRe

213、lated to Doing Business in the PRCIf the PRC operating entities arenot in compliance with the relevant PRC tax laws and regulations,ourfinancial condition and results of operations may be negatively affected”onpage27 of this prospectus);our Hong Kong subsidiary,KSLM International,is subject to vario

214、usevolving Hong Kong laws and regulations regarding data security andantimonopoly,which could be subject to government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of itsoperations(see“Risk Factors Risks Related to Doing Business in thePRC Our Hong Kong subsidia

215、ry,KSLM International,is subject to variousevolving Hong Kong laws and regulations regarding data security andantimonopoly,which could be subject to government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of itsoperations”on page 28 of this prospectus).Risks Rel

216、ating to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Relating to Our Business and Industry”beginningonpage28 of this prospectus)Risks and uncertainties related to the PRC operating entities business include,but are not limited to,the following:if advertisers stop

217、purchasing mobile advertising service from the PRCoperating entities or decrease the amount they are willing to spend onmarketing campaigns and promotional activities,or if the PRC operatingentities are unable to establish and maintain new relationships withadvertisers,our business,financial conditi

218、on,and results of operationscould be materially adversely affected.See“Risk Factors RisksRelating to Our Business and IndustryIf advertisers stop purchasingmobile advertising service from the PRC operating entities or decrease theamount they are willing to spend on marketing campaigns and promotiona

219、lactivities,or if the PRC operating entities are unable to establish andmaintain new relationships with advertisers,our business,financialcondition,and results of operations could be materially adverselyaffected”onpage 28 of this prospectus;if the PRC operating entities fail to maintain their relati

220、onships withmedia partners,our business,results of operations,financial conditionand business prospects would be materially and adversely affected.See“Risk FactorsRisks Relating to Our Business and IndustryIf thePRC operating entities fail to maintain their relationships with mediapartners,our busin

221、ess,results of operations,financial condition andbusiness prospects would be materially and adversely affected”onpage29 of this prospectus;7Table of Contentsas the PRC operating entities continue to strive for business growth,theymay continue to experience net cash outflow from operating activities,

222、andwe cannot assure you that the PRC operating entities can generatesufficient net cash inflows from operating activities to grow theirbusiness.See“Risk Factors Risks Relating to Our Business andIndustryAs the PRC operating entities continue to strive for businessgrowth,they may continue to experien

223、ce net cash outflow from operatingactivities,and we cannot assure you that the PRC operating entities cangenerate sufficient net cash inflows from operating activities to growtheir business”onpage30 of this prospectus;the limited operating history of the PRC operating entities in the rapidlyevolving

224、 mobile advertising industry makes it difficult to accuratelyforecast their future operating results and evaluate their businessprospects.See“Risk Factors Risks Relating to Our Business andIndustryThe limited operating history of the PRC operating entitiesin the rapidly evolving mobile advertising i

225、ndustry makes it difficult toaccurately forecast their future operating results and evaluate theirbusiness prospects”onpage30 of this prospectus;we have highly volatile operating revenue,anticipate increases in ouroperating expenses in the future,and may not achieve or sustainprofitability on a cons

226、istent basis.If we cannot achieve and sustainprofitability,our business,financial condition,and operating resultsmay be adversely affected.See“Risk FactorsRisks Relating to OurBusiness and Industry We have highly volatile operating revenue,anticipate increases in our operating expenses in the future

227、,and may notachieve or sustain profitability on a consistent basis.If we cannotachieve and sustain profitability,our business,financial condition,andoperating results may be adversely affected”on page 31 of thisprospectus;a resurgence of the COVID-19 pandemic in China may have a material adverseeffe

228、ct on the PRC operating entities business.See“RiskFactorsRisks Relating to Our Business and IndustryA resurgenceof the COVID-19 pandemic in China may have a material adverse effect onthe PRC operating entities business”onpage36 of this prospectus;the PRC operating entities business is geographically

229、 concentrated,which subjects us to greater risks from changes in local or regionalconditions.See“Risk Factors Risks Relating to Our Business andIndustry The PRC operating entities business is geographicallyconcentrated,which subjects us to greater risks from changes in local orregional conditions”on

230、page36 of this prospectus;the Companys plan to invest in research and development(“R&D”)of anad placement order data management platform and artificial intelligenceprecise placement system,may fail to result in a satisfactory return,orany return.See“Risk Factors Risks Relating to Our Business andInd

231、ustry The Companys plan to invest in research and development(“R&D”)of an ad placement order data management platform and artificialintelligence precise placement system,may fail to result in asatisfactory return,or any return”onpage40 of this prospectus.Risks Relating to this Offering and the Tradi

232、ng Market(for a more detaileddiscussion,see“Risk FactorsRisks Relating to this Offering and the TradingMarket”beginning onpage40 of this prospectus)In addition to the risks described above,we are subject to general risks anduncertainties relating to this offering and the trading market,including,but

233、 notlimited to,the following:there has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you pay for them,or at all.See“Risk FactorsRisksRelating to this Offering and the Trading MarketThere has been nopubli

234、c market for our Ordinary Shares prior to this offering,and you maynot be able to resell our Ordinary Shares at or above the price you payfor them,or at all”onpage40 of this prospectus;the initial public offering price for our Ordinary Shares may not beindicative of prices that will prevail in the t

235、rading market and suchmarket prices may be volatile.See“Risk FactorsRisks Relating tothis Offering and the Trading MarketThe initial public offering pricefor our Ordinary Shares may not be indicative of prices that will prevailin the trading market and such market prices may be volatile”onpage40of t

236、his prospectus;8Table of Contentsyou will experience immediate and substantial dilution in the net tangiblebook value of Ordinary Shares purchased.See“Risk Factors RisksRelating to this Offering and the Trading MarketYou will experienceimmediate and substantial dilution in the net tangible book valu

237、e ofOrdinary Shares purchased”onpage40 of this prospectus;if we fail to implement and maintain an effective system of internalcontrols or fail to remediate the material weaknesses in our internalcontrol over financial reporting that have been identified,we may fail tomeet our reporting obligations o

238、r be unable to accurately report ourresults of operations or prevent fraud,and investor confidence and themarket price of our Ordinary Shares may be materially and adverselyaffected.See“Risk FactorsRisks Relating to this Offering and theTrading Market If we fail to implement and maintain an effectiv

239、esystem of internal controls or fail to remediate the material weaknessesin our internal control over financial reporting that have beenidentified,we may fail to meet our reporting obligations or be unable toaccurately report our results of operations or prevent fraud,and investorconfidence and the

240、market price of our Ordinary Shares may be materiallyand adversely affected”onpage41 of this prospectus;we will incur a substantial increase in costs as a result of being apublic company.See“Risk FactorsRisks Relating to this Offering andthe Trading MarketWe will incur a substantial increase in cost

241、s as aresult of being a public company”onpage41 of this prospectus;substantial future sales of our Ordinary Shares or the anticipation ofsuch sales of our Ordinary Shares in the public market could cause theprice of our Ordinary Shares to decline.See“Risk Factors RisksRelating to this Offering and t

242、he Trading MarketSubstantial futuresales of our Ordinary Shares or the anticipation of such sales of ourOrdinary Shares in the public market could cause the price of our OrdinaryShares to decline”onpage42 of this prospectus;we do not intend to pay dividends for the foreseeable future.See“RiskFactors

243、Risks Relating to this Offering and the Trading MarketWedo not intend to pay dividends for the foreseeable future”onpage42 ofthis prospectus;if securities or industry analysts do not publish research or reportsabout our business,or if they publish a negative report regarding ourOrdinary Shares or ou

244、r business,the price of our Ordinary Shares andtrading volume could decline.See“Risk Factors Risks Relating tothis Offering and the Trading Market If securities or industryanalysts do not publish research or reports about our business,or if theypublish a negative report regarding our Ordinary Shares

245、 or our business,the price of our Ordinary Shares and trading volume could decline”onpage42 of this prospectus;the market price of our Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the initial public off

246、ering price.See“RiskFactorsRisks Relating to this Offering and the TradingMarketThe market price of our Ordinary Shares may be volatile or maydecline regardless of our operating performance,and you may not be ableto resell your shares at or above the initial public offering price”onpage42 of this pr

247、ospectus;the price of our Ordinary Shares could be subject to immediate andsubstantial volatility.See“Risk Factors Risks Relating to thisOffering and the Trading MarketThe price of our Ordinary Shares couldbe subject to immediate and substantial volatility”onpage43 of thisprospectus;our management h

248、as broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares.See“RiskFactorsRisks Relating to this Offering and the TradingMarketOur management has broad discretion to determine

249、how to use thefunds raised in the offering and may use them in ways that may not enhanceour results of operations or the price of our Ordinary Shares”onpage43 of this prospectus;9Table of Contentsif we cease to qualify as a foreign private issuer,we would be requiredto comply fully with the reportin

250、g requirements of the Exchange Actapplicable to U.S.domestic issuers,and we would incur significantadditional legal,accounting and other expenses that we would not incur asa foreign private issuer.See“Risk FactorsRisks Relating to thisOffering and the Trading MarketIf we cease to qualify as a foreig

251、nprivate issuer,we would be required to comply fully with the reportingrequirements of the ExchangeAct applicable to U.S.domestic issuers,andwe would incur significant additional legal,accounting and other expensesthat we would not incur as a foreign private issuer”onpage43 of thisprospectus;because

252、 we are a foreign private issuer and may take advantage ofexemptions from certain Nasdaq corporate governance standards applicableto U.S.issuers,you will have less protection than you would have if wewere a domestic issuer.See“Risk Factors Risks Relating to thisOffering and the Trading Market Becaus

253、e we are a foreign privateissuer and may take advantage of exemptions from certain Nasdaq corporategovernance standards applicable to U.S.issuers,you may have lessprotection than you would have if we were a domestic issuer”onpage44of this prospectus;andif we cannot continue to satisfy the listing re

254、quirements and otherrulesof Nasdaq,our securities would be delisted,which would negativelyimpact the price of our securities and your ability to sell them.See“Risk Factors Risks Relating to this Offering and the TradingMarketIf we cannot continue to satisfy the listing requirements andother rules of

255、 Nasdaq,our securities would be delisted,which wouldnegatively impact the price of our securities and your ability to sellthem”onpage44 of this prospectus.COVID-19 ImpactThe COVID-19 pandemic resurgence in 2022 affected the PRC operating entitiesbusiness operations in the following manner.From the m

256、iddle of 2022 to December2022,the economy in China slowed down whenlarge-scale COVID-19 resurgences happened in multiple metropolitan areas in Chinaand restrictive measures were widely taken.Several types of COVID-19 variants haveemerged in different parts of the world,as well as China.Restrictions

257、andtemporary lockdowns,such as office closures and traffic restriction,were re-imposed in certain cities in China to combat the outbreaks of COVID-19.Suchlockdowns led to lower domestic consumptions and disrupted the PRC operatingentities business operations as well.Since December 2022,many of there

258、strictive policies previously adopted by the Chinese government at various levelsto control the spread of COVID-19 have been revoked or replaced with more flexiblemeasures.As a result,Internet users have more chances to purchase after watchingthe online advertisements.We believe this has incentivize

259、d our advertisercustomers to invest more of their budget in placing online advertisements.Whencomparing the fiscal year ended June30,2022 to the fiscal year ended June30,2023,the average revenue per customer increased slightly from USD0.6million toUSD0.7 million,representing a 13.1%increase.In addit

260、ion,the number ofadvertiser customers that the PRC operating entities served has increased from 63customers during the fiscal year ended June30,2022,to 237 customers during thefiscal year ended June30,2023,representing a 276.2%increase.As a result,ourrevenues generated from online marketing and digi

261、tal advertising services haveincreased by approximately 325.4%from the fiscal year ended June30,2022 to thefiscal year ended June30,2023.However,any resurgence of the COVID-19 pandemiccould negatively affect the execution of customer contracts and the collection ofcustomer payments.The extent of any

262、 future impact of the COVID-19 pandemic on thePRC operating entities business is still uncertain and cannot be predicted as ofthe date of this prospectus.Any potential impact to our operating results willdepend,to a large extent,on future developments and new information that mayemerge regarding the

263、 duration and severity of any resurgence of the COVID-19pandemic and the actions taken by government authorities to contain the spread ofany such resurgence,almost all of which are beyond our control.Permissions or Approval Required from the PRC Authorities for OurOperating and OfferingAccording to

264、the Circular of the General Office of the State Council on the FullImplementation of the List of Administrative Licensing Items(No.2 2022 of theGeneral Office of the State Council)and its attachment,the List of AdministrativeLicensing Items Set by Laws,Administrative Regulations,and Decisions of the

265、 StateCouncil(2022 Edition),as of the date of this prospectus,as confirmed byAllBright,our PRC legal counsel,each of our PRC operating entities has obtained avalid business license,which is a permit issued by Market Supervision andAdministration that allows companies to conduct specific businesses w

266、ithin thegovernments geographical jurisdiction.Except for business licenses,no otherapprovals,permits,licenses,registrations or filings from PRC authorities neededto engage10Table of Contentsin our businesses currently conducted in mainland China.As of the date of thisprospectus,neither we,nor any o

267、ne of the PRC operating entities(including theWFOE),or KSLM International(1)are subject to approval requirements from theCSRC,the CAC,or any other entity to approve our operations,and(2)have beendenied such permissions by any PRC authorities.We cannot assure you that PRC operating entities will alwa

268、ys be able tosuccessfully update or renew the business licenses or other permissions or approvalrequirements required for the relevant business in a timely manner or that theselicenses are sufficient to conduct all of the PRC operating entities futurebusiness.Changes to existing or future laws and r

269、egulations relating to thebusiness of the PRC operating subsidiaries or our industry,imposition of legalrestrictions by PRC regulatory authorities,or if we or the PRC operating entities(i)do not receive or maintain business licenses or other permissions or approvalrequirements,including permissions

270、or approvals to both operate our business andto offer the securities being registered to foreign investors,(ii)erroneouslyconclude that such business licenses or other permissions or approval requirementsare not required,or(iii)applicable laws,regulations,or interpretations changeand the PRC operati

271、ng entities are required to obtain such business licenses in thefuture,then and in each such case,the PRC operating entities operations could beadversely affected,directly or indirectly;our ability to offer,or continue tooffer,securities to investors would be potentially hindered;and the value of ou

272、rsecurities might significantly decline or become worthless.On February17,2023,the CSRC promulgated the Trial Administrative Measures,whichcame into force on March31,2023.On the same date,the CSRC circulated SupportingGuidance Rules No.1 through No.5,Notes on the Trial Administrative Measures,Notice

273、 on Administration Arrangements for the Filing of Overseas Listings byDomestic Enterprises(the“Notice”)and relevant CSRC Answers to ReporterQuestions,or collectively,the Guidance Rules and Notice,on CSRCs officialwebsite.The Trial Administrative Measures refine the regulatory system bysubjecting bot

274、h direct and indirect overseas offering and listing activities to theCSRC filing-based administration.The Trial Administrative Measures,together withthe Guidance Rules and Notice impose requirements for the overseas securitiesoffering and listing by domestic enterprises,and clarified and emphasized

275、severalaspects,which include,but are not limited to:(i)comprehensive determination ofthe“indirect overseas offering and listing by PRC domestic companies”incompliance with the principle of“substance over form”and particularly,an issuerwill be required to go through the filing procedures under the Tr

276、ial AdministrativeMeasures if the following criteria are met at the same time:a)50%or more of theissuers operating revenue,total profit,total assets or net assets as documentedin its audited consolidated financial statements for the most recent accountingyear is accounted for by PRC domestic compani

277、es,and b)the main parts of theissuers business activities are conducted in mainland China,or its main places ofbusiness are located in mainland China,or the senior managers in charge of itsbusiness operation and management are mostly Chinese citizens or domiciled inmainland China;(ii)exemptions from

278、 immediate filing requirements for issuers thathave already been listed overseas,prior to the date of implementation of the TrialAdministrative Measures,or meet the following circumstances at the same time:a)whose application for indirect overseas offering and listing has been approved bythe oversea

279、s regulators or overseas stock exchanges(for example,the effectivenessof a registration statement for offering and listing in the U.S.has beenobtained),and b)are not required to re-perform the regulatory procedures with therelevant overseas regulator or overseas stock exchanges,and c)whose overseaso

280、ffering or listing shall be completed before September30,2023,but such issuersshall still be subject to filing procedures if they conduct refinancing or anyother filing matters;(iii)a negative list of types of issuers banned from listingor offering overseas,such as issuers under investigation for cr

281、imes or majorviolations of the law,or whose overseas offering and listing may endanger nationalsecurity,or whose controlling shareholders have been recently convicted of briberyand corruption;(iv)issuers compliance with foreign investment,networksecurity,data security,and other national security law

282、s,regulations and relevantprovisions;(v)issuers filing and reporting obligations,such as obligation tofile with the CSRC after it submits an application for initial public offering tocompetent overseas regulators,and obligation to file with the CSRC after itcompletes subsequent offerings in the same

283、 overseas market and to report to theCSRC on material events including change of control or voluntary or mandatorydelisting of the issuer;and(vi)the CSRCs authority to fine both issuers andtheir relevant shareholders for failure to comply with the Trial AdministrativeMeasures,including failure to co

284、mply with the filing procedures or filing withmaterials on false,misleading statements or material omissions.Specifically,pursuant to the Trial Administrative Measures,we are required to file with theCSRC within three business days after submitting the application documents foroffering and listing i

285、n the U.S.We submitted initial filing documents to the CSRCon December 19,2023,as is required by the Trial Administrative Measures.Asadvised by our PRC counsel,AllBright,according to the relevant PRC laws andregulations as of the date of this registration statement,our offering will bedeemed as an i

286、ndirect overseas listing by a domestic company by the CSRC,and thatwe must fulfill the filing procedure with the CSRC in accordance with the11Table of ContentsTrial Administrative Measures.We have obtained the notice of filing for overseasissuance and listing from the CSRC on February 7,2024.This of

287、fering is contingentupon completion of the CSRC filing and getting the notice of filing for overseasissuance and listing from the CSRC,which we received February 7,2024.Except forthe CSRC filing procedure,no other approvals,permits,licenses,registrations orfilings from PRC authorities needed for us

288、or any of our subsidiaries to offer thesecurities being registered to foreign investors.As of the date of thisprospectus,neither we,nor any of the PRC operating entities,or KSLMInternational(1)are subject to approval requirements from the CSRC,the CAC,orany other entity to approve our operations,and

289、(2)have been denied suchpermissions by any PRC authorities.See“Risk FactorsRisks Related to DoingBusiness in the PRCIn addition to the required filing procedures of the CSRCpursuant to the Trial Measures,approvals,filings,or other procedures of the CSRCor other PRC regulatory authorities may be requ

290、ired in connection with thisoffering under PRC laws,regulations,and rules.”Notwithstanding the foregoing,as of the date of this prospectus,as confirmed byAllBright,our PRC legal counsel,neither we nor any of the PRC operating entitieshave received any inquiry,notice,warning,sanction,or any regulator

291、y objectionto this offering from the CSRC,the CAC,or any other PRC authorities that havejurisdiction over our PRC subsidiaries operations.Asset Transfers Between Our Company and Our SubsidiariesAs of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred between our Com

292、pany and our subsidiaries.We do not have a cash managementpolicy in place.Dividends or Distributions Made to Our Company and U.S.Investors andTax ConsequencesAs of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Company has not made

293、 any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future.Subject to the passive foreign investmentcompany(“PFIC”)rules,the gross amount of di

294、stributions we make to investorswith respect to our Ordinary Shares(including the amount of any taxes withheldtherefrom)will be taxable as a dividend,to the extent that the distribution ispaid out of our current or accumulated earnings and profits,as determined underU.S.federal income tax principles

295、.Under the Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either profit or share premium amount,provided that in nocircumstances may a dividend be paid if this would result in the company beingunable to pay its debts as they fall due in the ordinary course of busi

296、ness.If we determine to pay dividends on any of our Ordinary Shares in the future,as aholding company,we will be dependent on receipt of funds from our Hong Kongsubsidiary,KSLM International.However,as the PRC government imposes control overcurrency conversion,it has the authority to conduct exchang

297、e transfer reviews,which may impose certain limitations on our ability to transfer cash between ourCompany,our subsidiaries,and our investors,primarily as follows:(i)we arerestricted from injecting capital or providing loans to our PRC operating entities,which may adversely affect the operations of

298、our PRC operating entities;(ii)ourPRC operating entities may be restricted from paying dividends to us;and(iii)ifwe are unable to obtain dividends from our PRC operating entities,it may adverselyimpact any dividends distribution to investors.See“Summary of Risk Factors,”“Risk FactorsRisks Relating t

299、o Doing Business in the PRCPRC regulationof loans to,and direct investments in,PRC entities by offshore holding companiesmay delay or prevent us from making loans or additional capital contributions toour PRC operating entities and thereby prevent us from funding our business,”“Risk FactorsRisks Rel

300、ating to Doing Business in the PRCWe may rely ondividends and other distributions on equity paid by our PRC operating entities tofund any cash and financing requirements we may have,and any limitation on theability of our PRC operating entities to make payments to us could have a materialand adverse

301、 effect on our ability to conduct our business,”and“RiskFactorsRisks Relating to Doing Business in the PRCConversion of RMB toand from other currency should be subject to relevant regulations in China.”Further,to the extent cash or assets in the business are in the PRC/HongKong or aPRC/HongKong enti

302、ty,the funds or assets may not be available to fund operationsor for other use outside of the PRC/Hong Kong due to interventions in or theimposition of restrictions and limitations on the ability of our Company or oursubsidiaries by the PRC government to transfer cash or assets.There is noassurance

303、the PRC government will not intervene in or impose restrictions on theability of our Company or our subsidiaries to transfer cash or assets.12Table of ContentsCurrent PRC regulations permit WFOE to pay dividends to KSLM International only outof its accumulated profits,if any,determined in accordance

304、 with Chineseaccounting standards and regulations.The PRC government also imposes controls onthe conversion of RMB into foreign currencies and the remittance of currencies outof the PRC.For instance,the Circular on Promoting the Reform of Foreign ExchangeManagement and Improving Authenticity and Com

305、pliance Review,or“SAFE Circular 3,”issued on January26,2017,provides that banks shall,when dealing with dividendremittance transactions from a domestic enterprise to its offshore shareholders ofmore than$50,000,review the relevant board resolutions,original tax filing form,and audited financial stat

306、ements of such domestic enterprise based on the principleof genuine transaction.Furthermore,if the PRC operating entities incur debt ontheir own in the future,the instruments governing the debt may restrict theirability to pay dividends or make other payments.If we or our PRC operatingentities are u

307、nable to receive all of the revenue from its operations,we may beunable to pay dividends on our Ordinary Shares.Cash dividends,if any,on our Ordinary Shares will be paid in U.S.dollars.KSLMInternational may be considered a non-resident enterprise for tax purposes,so thatany dividends WFOE pays to KS

308、LM International may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax at a rate of up to10%.See“Material Income Tax Consideration Peoples Republic of ChinaEnterprise Taxation.”In order for us to pay dividends to our shareholders,we will rely on receipt offunds

309、 from our Hong Kong subsidiary,KSLM International,as dividends from ourHong Kong subsidiary.KSLM International will rely on payments made from WFOE,which will in turn rely on payments made from Xiamen Kuangshi.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative

310、 Region for the Avoidance of Double Taxation and Tax Evasion onIncome(the“Double Tax Avoidance Arrangement”),the 10%withholding tax rate maybe lowered to 5%if a HongKong resident enterprise owns no less than 25%of a PRCproject.The 5%withholding tax rate,however,does not automatically apply andcertai

311、n requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the HongKong project must directly hold no less than 25%share ownership inthe PRC project during the 12 consecutive months preceding its receipt of t

312、hedividends.In current practice,a HongKong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will

313、 be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to any dividends paid by WFOE to their immediate holdingcompany,KSLM International.As of the date of this pros

314、pectus,we have not appliedfor the tax resident certificate from the relevant HongKong tax authority.KSLMInternational intends to apply for the tax resident certificate if and when WFOEplans to declare and pay dividends to KSLM International.See“RiskFactorsRisks Relating to Doing Business in the PRCW

315、e may be deemed to bea PRC resident enterprise under the Enterprise Income Tax Law,and be subject toPRC taxation on our worldwide income,which may significantly increase our incometax expenses and materially decrease our profitability.”Implications of Being an“Emerging Growth Company”As a company wi

316、th less than$1.235billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicableto larger

317、 public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations;are not required to provide a detailed narrative disclosure disc

318、ussing ourcompensation principles,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment o

319、f our internal control over financialreporting pursuant to the Sarbanes-Oxley Actof2002;13Table of Contentsare not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,

320、”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and CEO pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the J

321、OBS Act;andwill not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual report on Form20-F followingthe effectiveness of our initial public offering.We intend to take advantage of the above-described reduced reporting requirementsand exemption

322、s,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act until we nolonger meet the definition of an emerging growth company.Our election to use thephase-in periods may make it difficult to compare our financial statements to

323、thoseof non-emerging growth companies and other emerging growth companies that haveopted out of the phase-in periods under 107 of the JOBS Act.The JOBS Act provides that we would cease to be an“emerging growth company”atthe end of the fiscal year in which the fifth anniversary of our initial sale of

324、common equity pursuant to a registration statement declared effective under theSecurities Act occurred,if we have more than$1.235billion in annual revenue,have more than$700million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1billion in principal amount of non-co

325、nvertibledebt over a three-year period.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to United States domestic publiccompanies.For

326、 example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountrys requirements,which are less rigorous than the rulesthat applyto domestic public companies;we are not require

327、d to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating

328、the solicitation of proxies,consents,or authorizations inrespect of a security registered under the ExchangeAct;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liabil

329、ity for profits realizedfrom any“short-swing”trading transaction.Implications of Being a Controlled CompanyControlled companies are exempt from the majority of independent directorrequirements.Controlled companies are subject to an exemption from Nasdaqstandards requiring that the board of a listed

330、company consist of a majority ofindependent directors within one year of the listing date.Public companies that qualify as a“Controlled Company”with securities listed onthe Nasdaq must comply with the exchanges continued listing standards to maintaintheir listings.Nasdaq has adopted qualitative list

331、ing standards.Companies that donot comply with these corporate governance requirements may lose their listingstatus.Under the14Table of ContentsNasdaq rules,a“controlled company”is a company with more than 50%of its votingpower held by a single person,entity or group.Under Nasdaq rules,a controlledc

332、ompany is exempt from certain corporate governance requirements including:the requirement that a majority of the board of directors consist ofindependent directors;the requirement that a listed company have a nominating and governancecommittee that is composed entirely of independent directors with

333、awritten charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee thatis composed entirely of independent directors with a written charteraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgovernance committee and compensation committee.Controll