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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on September 5,2024 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 707 Cayman Holdings Limited(Exact name of Registrant as sp

2、ecified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5600 Not Applicable(State or Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)5/F.,AIA Financial Centre712 Prince Edw

3、ard Road EastSan Po Kong,KowloonHong Kong(+852)3471 8000(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone numbe

4、r,including area code,of agent for service)Copies to:David Ficksman,Esq.R.Joilene Wood,Esq.TroyGould PC1801 Century Park East,Suite 1600Los Angeles,CA 90067-2367Tel:(310)553-4441 Benjamin Tan,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st floorNew York,NY 10036Tel:212-930-9700

5、 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1

6、933,check thefollowing box.If this Form is filed to register additional securities for an Offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same Offering.If

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

8、ant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same Offering.Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the

9、Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the Registrant has elected not to use theextended transition period for complying with any new or revised financial accounting sta

10、ndards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codificationafter April 5,2012.The Registrant hereby amends this Registration

11、Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 oruntil the Reg

12、istration Statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public Offering of 2,500,0

13、00 Ordinary Shares(the“Public Offering Prospectus”)through theunderwriter named on the cover page of the Public Offering Prospectus,of which 1,750,000 Ordinary Shares are offered by the Registrant and 750,000Ordinary Shares are offered by the Selling Shareholder.Resale Prospectus.A prospectus to be

14、used for the resale by the Resale Shareholders of in aggregate 3,838,000 Ordinary Shares(the“Resale Prospectus”).The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.The Resale Prospectus is substantively identical to the Public Offering Pros

15、pectus,except for the following principal points:they contain different outside and inside front covers;the Offering section in the Prospectus Summary section on page 1 of the Public Offering Prospectus is removed and replaced with the Offering section onpage ALT-6 of the Resale Prospectus;the Use o

16、f Proceeds section on page 32 of the Public Offering Prospectus is removed and replaced with the Use of Proceeds section on page ALT-6 of theResale Prospectus;the Capitalization and Dilution sections on page 33 and page 35 of the Public Offering Prospectus are deleted from the Resale Prospectus resp

17、ectively;a Resale Shareholders section is included in the Resale Prospectus beginning on page ALT-1 of the Resale Prospectus;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section on page 105 of the Public Offering Pr

18、ospectus is removed and replaced with a Plan of Distribution section on page ALT-7 of theResale Prospectus;the Legal Matters section on page 110 of the Public Offering Prospectus is removed and replaced with the Legal Matters section on page ALT-8 of the ResaleProspectus;and the outside back cover o

19、f the Public Offering Prospectus is removed and replaced with the outside back cover of the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages to reflect the foregoing differences of the Resale Prospectus ascompared to

20、 the Public Offering Prospectus.The Public Offering Prospectus will exclude the alternate pages and will be used for the public Offering by the Registrant.The information in this prospectus is not complete and may be changed or supplemented.We may not sell these securities until the Registration Sta

21、tement filed withthe Securities and Exchange Commission of which this prospectus is a part is effective.This prospectus is not an offer to sell these securities and it is not soliciting anoffer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.PRELIMINARY

22、PROSPECTUS,2024 707 Cayman Holdings Limited 2,500,000 Ordinary Shares This is an initial public Offering by our Company of 2,500,000 Ordinary Shares.We are a Cayman Islands exempted company with limited liability with a principal place ofbusiness in Hong Kong through our wholly-owned subsidiary,707

23、International Limited(“707IL”).We and the Selling Shareholders are Offering 2,500,000 Ordinary Shares on a firm commitment basis,of which 1,750,000 Ordinary Shares are offered by us and 750,000Ordinary Shares are offered by the Selling Shareholder.We anticipate that Offering price of the Ordinary Sh

24、ares will be between US$4.00 and US$5.00 per Ordinary Share.The Resale Shareholders are also Offering 3,838,000 Ordinary Shares to be sold in the Offering pursuant to the Resale Prospectus.We will not receive any of the proceedsfrom the sale of the Ordinary Shares by the Selling Shareholders and the

25、 Resale Shareholders.Prior to this Offering,there has been no public market for our Ordinary Shares.We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“MKR”.This Offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or an

26、other national securities exchange.There can be no assurancethat we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange and,if this listing is not successful,this Offeringcannot be completed.Investing in our Ordinary Shares involves

27、a high degree of risk.See the section entitled“Risk Factors”starting on page 11 of this prospectus for a discussion ofinformation that should be considered before making a decision to purchase our Ordinary Shares.We were incorporated in the Cayman Islands on February 2,2024,as a holding company of o

28、ur business,which,upon the restructuring as described below,will be primarilyoperated through our wholly-owned subsidiary,707IL.Our Company is not a Chinese or Hong Kong operating company but a Cayman Islands holding company withoperations conducted by our subsidiary in the Hong Kong Special Adminis

29、trative Region of the Peoples Republic of China(“Hong Kong”or“HK”).As a holding companywith no material operations of our own,upon completion of the restructuring,we will conduct our operations solely through our HK-incorporated wholly-owned subsidiary,707IL.We are not,and our subsidiary 707IL is no

30、t,a Chinese operating company.You are investing in Ordinary Shares of our Company,the Cayman Islands holding company.Investors of our Ordinary Shares are not purchasing and may never directly holdequity interests in 707IL.Such a structure involves unique risks to investors in this Offering.Chinese r

31、egulatory authorities could disallow this structure,which would likelyresult in a material change in our operations and/or a material change in the value of the securities we are registering for sale,including that it could cause the value of suchsecurities to significantly decline or become worthle

32、ss.There are number of other risks associated with the fact that our operating company is in Hong Kong.For a detaileddescription of such risks,see“Risks Relating to Doing Business in Hong Kong”on page 18 of this prospectus.We do not expect to be subject to the cybersecurity review by the China Secur

33、ities Regulatory Commission(“CSRC”)and the Cyberspace Administration of China(“CAC”)in relation to this Offering,given that:(1)our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong,not a PRC domesticcompany,(2)we have no subsidiary,variable interest entity(“VIE”)structure

34、 or any direct operations in mainland China,and(3)pursuant to the Basic Law of theHong Kong Special Administrative Region of the Peoples Republic of China(“Basic Law”),which is a national law of the PRC and the constitutional document forHong Kong,national laws of the PRC shall not be applied in Hon

35、g Kong,except for those listed in Annex III of the Basic Law(which is confined to laws relating todefense and foreign affairs,as well as other matters outside the autonomy of Hong Kong).Because our operations are in Hong Kong,a special administrative regionof China,our business is subject to the com

36、plex and rapidly evolving laws and regulations there.However,in light of recent events indicating greater oversight by theCAC over data security,particularly for companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and other obligations regardingdata protection

37、and any other rules,and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business and theoffering.We may become subject to PRC laws or Hong Kong regulations relating to the collection,use,sharing,retention,security,and transfer of confidentia

38、l andprivate information,such as personal information and other data.In the event of a failure to comply,we may be required to suspend our relevant businesses andbecome subject to fines and other penalties,which may materially and adversely affect our financial condition.In addition,given the recent

39、 events indicating greateroversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,it remains uncertain as to how any such regulatorymeasures will be interpreted or implemented.See more detailed discussion of this risk factor on page 19 of this prospec

40、tus.We do not currently expect the Measures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law to have an impact on our business,operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an“Operator”on the basis that(i)our Operati

41、ng Subsidiary isincorporated in Hong Kong,not a PRC domestic company,and operates in Hong Kong without any subsidiary or VIE structure in mainland China,and each of theMeasures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law remains unclear whether it shall be applied t

42、o a company based inHong Kong;(ii)as of date of this prospectus,our Operating Subsidiary has in aggregate collected and stored personal information of less than one million users,andthat data processed in our business does not have a bearing on national security and thus may not be classified as cor

43、e or important data by the authorities;(iii)all ofthe data our Operating Subsidiary has collected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,our Operating Subsidiary has notbeen informed by any PRC governmental authority of any requirement that it files for a

44、cybersecurity review or a CSRC review.An“Operator”is required to file forcybersecurity review before listing in the United States.Further,we may be subject to a variety of laws and other obligations regarding data protection in Hong Kong.The Personal Data(Privacy)Ordinance(Chapter 486of the Laws of

45、Hong Kong)(the“PDPO”)states that any person who controls the collection,holding,processing or use of personal data(the“data user”)shall not doany act,or engage in a practice,that contravenes any of the data protection principles set out in Schedule 1 to the PDPO(the“Data Protection Principles”)unles

46、s theact or practice,as the case may be,is required or permitted under the PDPO.The PDPO was amended by the Personal Data(Privacy)(Amendment)Ordinance 2021(the“PDPAO”)in October 2021.It amends the PDPO,particularly to:(i)criminalize doxing,i.e.unconsented disclosure of personal information of target

47、edindividuals and groups;(ii)introduce a cessation notice regime to tackle doxing with extra-territorial reach;and(iii)substantially expand the investigation andenforcement powers of the Privacy Commissioner for Personal Data,in contexts beyond doxing.We are of the view that we are not likely to be

48、in breach of the PDPO and the PDPAO,for the following reasons:(i)using our products and services do not requireproviding applicable users personal information and(ii)we possess a minimum amount,if not none of the personal information in our business operations.Nonetheless,we are subject to laws and

49、regulations relating to the collection,storage,use,processing,transmission,retention,security and transfer of personalinformation and other data.The interpretation and application of laws,regulations and standards on data protection and privacy may continue to evolve.We cannotassure you that the gov

50、ernmental authorities in Hong Kong will not interpret or implement the laws or regulations in ways that negatively affect us.For moredetailed discussion,see“Risks Relating to Doing Business in Hong Kong”and the risk factor that begins“We may become subject to a variety of PRC laws and otherregulatio

51、ns regarding data protection or cybersecurity”that begins on page 19.We also do not expect to be subject to the Trial Administrative Measures of Overseas Securities Issuance and Listing by Domestic Enterprises of the PRC(the“TrialOverseas Listing Measures”)in relation to this Offering.On February 17

52、,2023,the CSRC announced a circular on the Administrative Arrangements for Filing ofSecurities Offering and Listing By Domestic Companies and released a set of new regulations which consists of the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies,or the

53、Trial Overseas Listing Measures,and five supporting guidelines.The Trial Overseas Listing Measurescame into effect on March 31,2023.The Trial Overseas Listing Measures refine the regulatory system by subjecting both direct and indirect overseas offering andlisting activities to the CSRC filing-based

54、 administration.Requirements for filing entities,time points and procedures are specified.A PRC domestic company thatseeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial Overseas Listing Measures.Where a PRC domesti

55、c company seeks to indirectly offer and list securities in overseas markets,the issuer shall designate a major domestic operating entity,whichshall,as the domestic responsible entity,file with the CSRC.The Trial Overseas Listing Measures also lay out requirements for the reporting of material events

56、.Breaches of the Trial Overseas Listing Measures,such as offering and listing securities overseas without fulfilling the filing procedures,shall bear legal liabilities,including a fine between RMB 1.0 million(approximately$150,000)and RMB 10.0 million(approximately$1.5 million),and the Trial Oversea

57、s Listing Measuresheighten the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants intothe Securities Market Integrity Archives.The Trial Overseas Listing Measures do not apply to us because we are not a

58、 PRC domestic company.We also do not expect,and as advised by the PRC counsel,Guangdong Wesley Law Firm,the Chinas Enterprise Tax Law is applicable to us as we do not have anysubsidiary incorporated in the Mainland China as a PRC domestic company.Further,in August 2006,Hong Kong and China have signe

59、d a comprehensivearrangement titled“Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and thePrevention of Fiscal Evasion with respect to Taxes on Income”(the“Comprehensive Double Taxation Arrangement”)for the allocation of

60、 the right to tax between thetwo jurisdictions on a reasonable basis to avoid double taxation of income.The Comprehensive Double Taxation Arrangement covers income from immovableproperty,associated enterprises,dividends,interest,royalties,capital gains,pensions and government services etc.The Compre

61、hensive Double Taxation Arrangementhas since then been modified in 2008,2010,2015 and 2019 under different protocols for the purpose of further develop the economic relationship and to enhance theco-operation in tax matters,intending to eliminate double taxation with respect to taxes on income witho

62、ut creating opportunities for non-taxation or reducedtaxation through tax evasion or avoidance(including through treaty-shopping arrangements aimed at obtaining tax reliefs provided in the Comprehensive DoubleTaxation Arrangement for the indirect benefit of residents of third tax jurisdictions).Curr

63、ently,we do not rely on the Comprehensive Double Taxation Arrangementand no application has been made thereto.The national laws adopted by the PRC are generally not applicable to Hong Kong according to the Basic Law.The Basic Law came into effect on July 1,1997.It isthe constitutional document of Ho

64、ng Kong,which sets out the PRCs basic policies regarding Hong Kong.The principle of“one country,two systems”is a prominentfeature of the Basic Law,which dictates that Hong Kong will retain its unique common law and capitalist system for 50 years after the handover of Hong Kong by theUnited Kingdom i

65、n 1997.Under the principle of“one country,two systems”,Hong Kongs legal system,which is different from that of the PRC,is based on commonlaw,supplemented by statutes.Pursuant to Article 18 of the Basic Law,national laws adopted by the PRC shall not be applied in Hong Kong,except for those listed in

66、Annex III to the Basic Law,such as the laws in relation to the national flag,national anthem,and diplomatic privileges and immunities.Further,there is no legislation stating that the laws inHong Kong should be commensurate with those in the PRC.Despite the foregoing,the legal and operational risks o

67、f operating in China also apply to businessesoperating in Hong Kong and Macau.There is a risk that there be a change in these policies,which could result in a material change in our operations and/or thevalue of the Ordinary Shares we are registering for sale or could significantly limit or complete

68、ly hinder our ability to offer or continue to offer securities to investorsand cause the value of such Ordinary Shares to significantly decline or be worthless.However,as how the existing PRC regulations will be interpreted or implemented and whether the PRC regulatory agencies,including the CAC and

69、 the CSRC,mayadopt new laws,regulations,rules,or detailed implementation and interpretation is still in development,if any such new laws,regulations,rules,or implementationand interpretation comes into effect,we will take all reasonable measures and actions to comply and to minimize the adverse effe

70、ct of such laws on us.Such new laws,regulations,rules or implementation and interpretation could result in a material change in our operations and/or the value of our Ordinary Shares.Such changescould significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Sha

71、res to investors and/or cause the value of our Ordinary Sharesto significantly decline or be worthless.We cannot assure you that PRC regulatory agencies,including the CAC and the CSRC,will take the same view as we do.Similarly,there is no assurance that we canfully or timely comply with such laws pr

72、omulgated by the CAC and the CSRC if an alternative view is applied to Hong Kong.In the event that we are subject to anymandatory cybersecurity review and other specific actions required by the CAC or filing procedures with the CSRC,we face uncertainty as to whether any clearanceor other required ac

73、tions can be timely completed,or at all.Given such uncertainty,we may be further required to suspend our relevant business,shut down ourwebsite,or face other penalties,which could materially and adversely affect our business,financial condition,and results of operations.We believe that we have been

74、in compliance with the data privacy and personal information requirements of the CAC for the above-mentioned reasons.Further,weare not a PRC based“domestic company”for the purposes of the Trial Overseas Listing Measures.Recently,the government of mainland China initiated a series of regulatory actio

75、ns and statements to regulate business operations in certain areas in mainland Chinawith little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over mainland Chinese companies listedoverseas using a VIE structure,adopting new measures to ex

76、tend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Sincethese statements and regulatory actions are new,it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and whatexisting or new laws or regulations or d

77、etailed implementations and interpretations will be modified or promulgated,if any.In addition,due to long arm provisionsunder the current laws and regulations of mainland China,there remains regulatory uncertainty with respect to whether in the future we will be required to obtainpermissions or app

78、rovals from the authorities of mainland China to operate our business or to list our securities on the U.S.exchanges and offer securities.Anychange in foreign investment regulations,and other policy related enforcement actions by the PRC government or changes in Hong Kong regulations relating tocomp

79、anies operating in Hong Kong regarding corporate structure,scope of cybersecurity reviews,expanded anti-monopoly efforts or any other regulatory area couldresult in a material change in our operations,our ability to accept foreign investment or list on an exchange and could significantly limit or co

80、mpletely hinder ourability to offer or continue to offer our securities to investors or cause the value of our Ordinary Shares to significantly decline or be worthless.As of the date of this prospectus,our Company and its subsidiaries have not received any inquiry,notice,warning,or sanctions regardi

81、ng our planned overseas listingfrom the CSRC or any other PRC governmental authorities.None of our business activities appears to be within the immediate targeted areas of concern by theChinese government.For more details,see“Risk Factors Risks Relating to Doing Business in Hong Kong”We may become s

82、ubject to a variety of PRC laws andother regulations regarding data protection or cybersecurity,and any failure to comply with applicable laws and regulations could have a material and adverse effecton our business,financial condition and results of operations”on page 19 of this prospectus.Pursuant

83、to the Holding Foreign Companies Accountable Act(“HFCAA”),the Public Company Accounting Oversight Board United States(“PCAOB”)issued aDetermination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firmsheadquartered in:

84、(1)the PRC because of a position taken by one or more authorities in mainland China;and(2)Hong Kong,a Special Administrative Region anddependency of the PRC,because of a position taken by one or more authorities in Hong Kong.Furthermore,as more stringent criteria have been imposed by the SECand the

85、PCAOB recently,our Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter under the HFCAA if the PCAOB isunable to inspect our auditors for two consecutive years beginning in 2021.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccou

86、ntable Act,and on December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw,which contained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA byrequir

87、ing the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutiveyears instead of three,thus reducing the time period before our Ordinary Shares may be prohibited from trading or being delisted.Our auditor ARK

88、 Pro CPA&Co.is not subject to the determinations as to the inability to be inspected or investigated completely as announced by the PCAOB on December 16,2021.Our auditor isheadquartered in Hong Kong.If trading in our Ordinary Shares is prohibited under the HFCAA in the future because the PCAOB deter

89、mines that it cannot inspector fully investigate our auditor at such future time,Nasdaq may determine to delist our Ordinary Shares and trading in our Ordinary Shares could be prohibited.The delisting,or the cessation of trading of our Ordinary Shares,or the threat of their being delisted or prohibi

90、ted from being traded,may materially and adverselyaffect the value of your investment.See“Risk Factors Risks Related to Our Initial Public Offering and Ownership of our Ordinary Shares”on page 23 of theprospectus.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SO

91、P”)with the CSRC and the Ministry of Finance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework tomake possible complete inspections and investigations by the PCAOB of audit firms b

92、ased in mainland China and Hong Kong,as required under U.S.law.OnDecember 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB Board vacated

93、 its previous 2021 determinations that the PCAOB was unable toinspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continueto be able to satisfactorily conduct inspections of PCAOB-registered public accounti

94、ng firms headquartered in mainland China and Hong Kong is subject touncertainties and depends on a number of factors out of our and our auditors control.The PCAOB continues to demand complete access in mainland China andHong Kong moving forward and is making plans to resume regular inspections in ea

95、rly 2023 and beyond,as well as to continue pursuing ongoing investigations andinitiate new investigations as needed.The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA,ifneeded.See“A recent joint statement by the SEC and the PCAOB

96、,rule changes by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be appliedto emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our O

97、ffering.”on page 21.707IL conducts its business in Hong Kong.Conducting business in Hong Kong involves risks of uncertainty about any actions the Chinese government or authorities in HongKong may take.We do not believe and Guangdong Wesley Law Firm,our legal counsel in PRC,has advised us that we are

98、 not currently subject to requiring permission orapproval from the Chinese government to operate our business or to offer our Ordinary Shares.To the extent we inadvertently conclude that we do not need such permission orapproval,or the laws or regulations change requiring approval,we may be subject

99、to penalties or be unable to operate our business or offer our Ordinary Shares as planned.See“Prospectus Summary-Recent Regulatory Developments in the PRC”beginning on page 5 and“Risk Factors Risks Relating to Doing Business in Hong Kong”beginning onpage 18.There are significant legal and operationa

100、l risks associated with being based in or having the majority of our operations in Hong Kong,including potential changes in the legal,political and economic policies of the Chinese government,and the relations between China and the United States.Chinese or U.S.regulations may materially and adversel

101、yaffect our business,financial condition and results of operations.Any such changes could significantly limit or completely hinder our ability to offer or continue to offer oursecurities to investors,and could cause the value of our securities to significantly decline or become worthless.See“Risk Fa

102、ctors Risks Relating to Doing Business in HongKong”beginning on page 18.Our business is primarily conducted through our wholly-owned subsidiary,namely 707IL in Hong Kong.The Company will rely on dividends paid by our subsidiary 707IL aswell as the intermediary wholly owned subsidiary incorporated in

103、 the British Virgin Islands,namely Beta Alpha Holdings,for our working capital and cash needs,including thefunds necessary to pay any dividends.Through 707IL,we have made the following distributions to date-a special dividend of approximately HK$5.7 million to Mr.Cheung,as the then sole shareholder

104、of 707IL.We currently intend to retain all of our available funds and future earnings,if any,for the operation and expansion of our business and donot anticipate declaring or paying any dividends or making any distributions in the foreseeable future.We do not have a formal cash management policy.Whi

105、le there arecurrently no restrictions regarding the transfer of cash from Hong Kong,the PRC government may,in the future,impose restrictions or limitations on our ability to movemoney out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or

106、our investors,or to fund our operations outside ofHong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability toreceive funds from 707IL.See“Transfers of Cash to and from our Subsidiaries”on pa

107、ge 2 and 7 and related risk factor on page 18 under“Risks Related to Doing Business inHong Kong-In the event the PRC government restricts or prohibits cash transfers from Hong Kong,our ability to distribute earnings and pay dividends may be impeded,thus limiting our ability to grow our business or r

108、eceive earnings to the detriment of our investors.For the financial years ended September 30,2022 and 2023,there was no transfer or distributions between the holding company and our subsidiaries as the corporatereorganization has not yet taken place.The dividends paid for the financial years ended S

109、eptember 30,2022 and 2023 were paid directly from our Operating Subsidiary to theshareholder.If we decide to pay dividends on any of our Ordinary Shares,as a holding company,we will depend on the receipt of funds from our subsidiaries through dividendpayments.We are permitted under the laws of the C

110、ayman Islands to provide funding to our operating subsidiaries through loans and/or capital contributions without restrictionon the amount of the funds loaned or contributed.Cayman Islands.Subject to the Cayman Act and our Memorandum and Articles of Association,our board of Directors may declare div

111、idends and distributions on our OrdinaryShares and authorize payment of the dividends or distributions out of the funds of the Company.No dividend or distribution shall be paid except out of our realized orunrealized profits,or out of our share premium account unless immediately following the paymen

112、t we are able to pay our debts as they fall due in the ordinary course ofbusiness.Under Cayman Islands law,a Cayman Islands company may pay a dividend out of either its profit or share premium account,provided that in no circumstances may adividend be paid if such payment would result in the company

113、 being unable to pay its debts as they fall due in the ordinary course of business.British Virgin Islands.Under BVI law,the board of directors of our BVI subsidiary may authorize payment of a dividend to its shareholders as such time and of such an amountas they determine if they are satisfied on re

114、asonable grounds that immediately following the dividend the value of our assets will exceed our liabilities and we will be able topay our debts as they become due.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realized profits less accumula

115、ted realized losses)or otherdistributable reserves.Dividends cannot be paid out of share capital.As at the date of this prospectus,there are no restrictions or limitations under the laws of Hong Kongimposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out

116、of Hong Kong,nor is there any restriction on foreign exchange to transfercash between the Company and its subsidiaries,across borders and to U.S.investors,nor are there any restrictions or limitations on distributing earnings from our business andsubsidiaries to the Company and U.S.investors.Under t

117、he current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect ofdividends paid by us.Investors in our Ordinary Shares should note that,to the extent cash in the business is in Hong Kong or a Hong Kong entity,the funds may not be available to fund operati

118、onsor for other use outside of the PRC and Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of these subsidiaries by the PRCgovernment or Hong Kong Government to transfer cash.Upon completion of this Offering,we will be a“controlled company”as define

119、d under the Nasdaq Stock Market Rules as long as our majority and eventual controllingshareholder JME will be the beneficial owner of an aggregate of 30,310,000 Ordinary Shares,which will represent 73.19%of the total issued and outstanding OrdinaryShares.For so long as we are a controlled company un

120、der that definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporate governance rulesalthough we do not presently intend to rely on such exemptions.JME is owned and controlled by Mr.Cheung,our chief executive officer and executive director.As a result,you may not h

121、ave the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do notintend to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on this exemption in the future.If we elected to rely o

122、n the“controlled company”exemption,a majority of the members of our board of directors might not be independent directors and our nomination and compensation committeesmight not consist entirely of independent directors upon closing of the Offering.If we cease to remain as a foreign private issuer,w

123、e may rely on these exemptions.Furthermore,JME will be able to exert significant control over our management and affairs,including approval of significant corporate transactions.For additional information,see“Risks Relating to Our Initial Public Offering and Ownership of Our Ordinary Shares.”JME,our

124、 Controlling Shareholder has substantial influence over our Company.Further,JME is owned and controlled by Mr.Cheung,our chief executive officer and executive director.Neither JMEs nor Mr.Cheungs interests may be aligned with theinterests of our other shareholders,and JME could prevent or cause a ch

125、ange of control or other transactions”on page 23.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced publiccompany reporting requirements.Investing in our Ordinary Shares involves risks.Please see“Implicatio

126、ns of Our Being an Emerging Growth Company”and“Implications of Our Being a Foreign Private Issuer”beginning on page 7 of this prospectus for more information.Per Share Total Public Offering price(1)US$4.50 US$11,250,000(4)Underwriting discounts and commissions to be paid by us(2)US$0.315 US$787,500

127、Proceeds to the Company before expenses(3)US$4.185 US$7,323,750 Proceeds to the Selling Shareholder before expenses(3)US$4.185 US$3,138,750 (1)Initial public Offering price per share is assumed to be US$4.50,which is the midpoint of the range set forth on the cover page of this prospectus.(2)We and

128、the Selling Shareholder have agreed to pay the underwriter a discount/commission equal to 7.0%of the initial Offering price.This table does not include a non-accountable expense allowance equal to 1%of the gross proceeds received by us and the Selling Shareholder from the sales of the Ordinary Share

129、s in this Offering payable tothe underwriter.For a description of the other compensation to be received by the underwriter,see“Underwriting”beginning on page 105.(3)Excludes fees and expenses payable to the underwriter.See“Underwriting Discounts,Commission and Expenses”on page 105.(4)Includes US$7,8

130、75,000 gross proceeds from the sale of 1,750,000 Ordinary Shares offered by our Company,assuming the initial offering price of US$4.50.This Offering is being conducted on a firm commitment basis and the underwriter is obligated to take and pay for all of the shares if any such shares are taken.If we

131、complete this Offering,net proceeds will be delivered to us and the Selling Shareholder for our respective sale of Ordinary Shares on the closing date.Theunderwriter expects to deliver the Ordinary Shares to the purchasers against payment therefor on or about,2024.Neither the SEC nor any state secur

132、ities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminal offense.You should not assume that the information contained in the Registration Statement of which

133、this prospectus is a part is accurate as of any date other than the date hereof,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the Registration Statement of which this prospectus forms a part.No dealer,salesperson or any other person i

134、s authorized to give any information or make any representations in connection with this Offering other than those contained in thisprospectus and,if given or made,the information or representations must not be relied upon as having been authorized by us.This prospectus does not constitute an offer

135、to sellor a solicitation of an offer to buy any security other than the securities offered by this prospectus,or an offer to sell or a solicitation of an offer to buy any securities by anyonein any jurisdiction in which the offer or solicitation is not authorized or is unlawful.Bancroft Capital,LLC

136、The date of this prospectus is,2024 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiDEFINITIONSivPROSPECTUS SUMMARY1RISK FACTORS11USE OF PROCEEDS32CAPITALIZATION33DIVIDEND POLICY34DILUTION35SELECTED SUMMARY COMBINED FINANCIAL AND OTHER DATA36MANAGEMEN

137、TS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS38HISTORY AND CORPORATE STRUCTURE62BUSINESS65REGULATORY ENVIRONMENT AND THE LAWS AND REGULATIONS OF HONG KONG76MANAGEMENT80PRINCIPAL SHAREHOLDERS88RELATED PARTY TRANSACTION89DESCRIPTION OF SHARE CAPITAL90CERTAIN CAYMAN ISLAND

138、S COMPANY CONSIDERATIONS90SHARES ELIGIBLE FOR FUTURE SALE98MATERIAL TAX CONSIDERATIONS99ENFORCEABILITY OF CIVIL LIABILITIES104UNDERWRITING105EXPENSES RELATED TO THIS OFFERING109LEGAL MATTERS110EXPERTS111WHERE YOU CAN FIND MORE INFORMATION112INDEX TO COMBINED FINANCIAL STATEMENTSF-1 Until,2024(the 25

139、th day after the date of this prospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or not participating in this Offering,may berequired to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect t

140、o their unsold allotments orsubscriptions.i ABOUT THIS PROSPECTUS Neither we,the Selling Shareholder nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained inthis prospectus or in any related free writing prospectus.Neith

141、er we,the Selling Shareholder nor the underwriter take responsibility for,nor provide any assurance about thereliability of,any information that others may give you.This prospectus is an offer to sell only the securities offered hereby,and only under circumstances and in jurisdictionswhere it is law

142、ful to do so.The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus orany sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.For in

143、vestors outside the United States:neither we,the Selling Shareholder nor the underwriter have done anything that would permit this Offering or possession or distributionof this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the U

144、nited States who come into possession of thisprospectus must inform themselves about,and observe any restrictions relating to,the Offering of the Ordinary Shares and the distribution of this prospectus outside the UnitedStates.We are incorporated under the laws of the Cayman Islands as an exempted c

145、ompany with limited liability and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required to file periodic reportsand financial statements wi

146、th the SEC,as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934,asamended,or the Exchange Act.Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with gener

147、ally accepted accounting principles in theUnited States of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figuresshown as totals in certain tables or charts may

148、not be the arithmetic aggregation of those that precede them,and amounts and figures expressed as percentages in the text maynot total 100%or,when aggregated may not be the arithmetic aggregation of the percentages that precede them.Our reporting currency is the Hong Kong dollar.We make no represent

149、ation that the Hong Kong dollar or U.S.dollar amounts referred to in this prospectus could have been orcould be converted into U.S.dollars or Hong Kong dollars,as the case may be,at any particular rate or at all.This prospectus contains translations of certain HK$amounts into U.S.dollar amounts at s

150、pecified rates solely for the convenience of the reader.The relevant exchange ratesare listed below:For the Year EndedSeptember 30,2023 2022 Period Average HK$:US$exchange rate 7.85 7.85 Numerical figures included in this prospectus have been subject to rounding adjustments.Accordingly,numerical fig

151、ures shown as totals in various tables may not be arithmeticaggregations of the figures that precede them.Investors should not place undue reliance on the facts,statistics and data contained in this prospectus with respect to the economies and the industry.Certain market andindustry data included in

152、 this prospectus were obtained from independent third-party surveys,market research,publicly available information,reports of governmental agenciesand industry publications and surveys.All market and industry data used in this prospectus involve a number of assumptions and limitations,and you are ca

153、utioned not to giveundue weight to such estimates.Although we believe the information from industry publications and other third-party sources included in this prospectus is reliable,we do notguarantee the accuracy and completeness of such information.The industry in which we operate is subject to a

154、 high degree of uncertainty and risk due to a variety of factors,including those described in the section titled“Risk Factors.”These and other factors could cause results to differ materially from those expressed in the estimates made by theindependent parties and by us.ii SPECIAL NOTE REGARDING FOR

155、WARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.These forward-looking statements are containedprincipally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussi

156、on and Analysis of Financial Condition and Results ofOperations,”and“Business.”These statements relate to events that involve known and unknown risks,uncertainties and other factors,including those listed under“RiskFactors,”which may cause our actual results,performance or achievements to be materia

157、lly different from any future results,performance or achievements expressed orimplied by the forward-looking statements.In some cases,these forward-looking statements can be identified by words or phrases such as“believe,”“plan,”“expect,”“intend,”“should,”“seek,”“estimate,”“will,”“aim”and“anticipate

158、”or other similar expressions,but these are not the exclusive means of identifying such statements.All statements other than statements of historical factsincluded in this document,including those regarding future financial position and results,business strategy,plans and objectives of management fo

159、r future operations(including development plans and dividends)and statements on future industry growth are forward-looking statements.In addition,we and our representatives may from timeto time make other oral or written statements which are forward-looking statements,including in our periodic repor

160、ts that we will file with the SEC,other information sent toour shareholders and other written materials.These forward-looking statements are subject to risks,uncertainties and assumptions,certain of which are beyond our control.In addition,these forward-looking statementsreflect our current views wi

161、th respect to future events and are not a guarantee of future performance.Actual outcomes may differ materially from the information contained inthe forward-looking statements as a result of a number of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following

162、:our business and operating strategies and our various measures to implement such strategies;our operations and business prospects,including development and capital expenditure plans for our existing business;changes in policies,legislation,regulations or practices in the industry and place in which

163、 we operate that may affect our business operations;our financial condition,results of operations and dividend policy;changes in political and economic conditions and competition in the business in which we operate;the regulatory environment and industry outlook in general;catastrophic losses from m

164、an-made or natural disasters,such as fires,floods,windstorms,earthquakes,diseases,epidemics,other adverse weather conditionsor natural disasters,war,international or domestic terrorism,civil disturbances and other political or social occurrences;the loss of key personnel and the inability to replace

165、 such personnel on a timely basis or on terms acceptable to us;the overall economic environment and general market and economic conditions in Hong Kong;changes in the need for capital and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes i

166、n consumer performances,tastes and trends;and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus.Except asrequired by law,w

167、e undertake no obligation to update or revise publicly any forward-looking statements,whether as a result of new information,future events or otherwise,after the date on which the statements are made or to reflect the occurrence of unanticipated events.You should read this prospectus and the documen

168、ts that we reference in thisprospectus and have filed as exhibits to the Registration Statement,of which this prospectus is a part,completely and with the understanding that our actual future results orperformance may be materially different from what we expect.iii DEFINITIONS“707IL”means 707 Intern

169、ational Limited,a company incorporated in Hong Kong with limited liability on January 4,2021 andan indirect wholly-owned subsidiary of our Company,which is also referred to as“Operating Subsidiary.”“Articles of Association”means the articles of association of our Company adopted on,as amended from t

170、ime to time,a copy of which isfiled as Exhibit to this Registration Statement.“Beta Alpha”means Beta Alpha Holdings Limited,a company incorporated in the BVI with limited liability on February 14,2024and our direct wholly-owned subsidiary.“Business Day”means a day(other than a Saturday,Sunday or pub

171、lic holiday in the U.S.)on which licensed banks in the U.S.aregenerally open for normal business to the public.“BVI”means British Virgin Islands.“China”or the“PRC”means the Peoples Republic of China,excluding,for the purpose of this prospectus only,the special administrativeregions of Hong Kong,the

172、Macau Special Administrative Region and Taiwan.“Companies Act”means the Companies Act(as revised)of the Cayman Islands,as amended,supplemented or otherwise modified fromtime to time.“Companies Ordinance”means the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),as amended,supplemented or ot

173、herwisemodified from time to time.“Company”,“the Company”,or“our Company”means 707 Cayman Holdings Limited,a company incorporated in the Cayman Islands as an exempted company withlimited liability on February 2,2024.“Employees Compensation Ordinance”means the Employees Compensation Ordinance(Chapter

174、 282 of the Laws of Hong Kong),as amended,supplementedor otherwise modified from time to time.“Employment Ordinance”means the Employment Ordinance(Chapter 57 of the Laws of Hong Kong,as amended,supplemented or otherwisemodified from time to time).“Exchange Act”means the United States Securities Exch

175、ange Act of 1934,as amended.“Expert Core”means Expert Core Enterprises Limited,a company incorporated in the BVI with limited liability and wholly-owned byMr.Ho Tong Ho,an Independent Third Party,being an existing shareholder of our Company.“FINRA”means Financial Industry Regulatory Authority,Inc.“G

176、oldstone”means Goldstone Capital Limited,a company incorporated in the BVI with limited liability and wholly-owned by Mr.Kwok Shun Tim,an Independent Third Party,being an existing shareholder of our Company.“Group,”“our Group,”“we”or“us”means our Company and our subsidiaries,including our Operating

177、Subsidiary.“HK$,”“Hong Kong dollars”or“HK dollars”means Hong Kong dollars,the lawful currency of Hong Kong.“Harmony Prime”means Harmony Prime Limited,a company incorporated in the BVI with limited liability and wholly-owned by Ms.Law Kam Yan,Debby,an Independent Third Party,being an existing shareho

178、lder of our Company.“Independent Third Party(ies)”means a person or company who or which is independent of and is not a 5%beneficial owner(as defined in Rule 13d-3promulgated under the Exchange Act)of,does not control and is not controlled by or under common control with any5%owner and is not the sp

179、ouse or descendant(by birth or adoption)of any 5%beneficial owner of the Company.“JME”or“Controlling Shareholder”means JME International Holdings Limited,a company incorporated in the BVI with limited liability on February 1,2024 and wholly-owned by Mr.Cheung,our chief executive officer and executiv

180、e officer.iv “Long Vehicle”means Long Vehicle Limited Capital Limited,a company incorporated in the BVI with limited liability and wholly-owned by Mr.Zhang Xiongfeng,an Independent Third Party,being an existing shareholder of our Company.“Listing”means the listing of our Ordinary Shares on the Nasda

181、q Capital Market or other national securities exchange.“Mandatory Provident Fund Schemes Ordinance”means the Mandatory Provident Fund Schemes Ordinance(Chapter 485 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time.“Memorandum of Association”or“Memorandum”means

182、 the amended and restated memorandum of association of our Company adopted on ,2024 and assupplemented,amended or otherwise modified from time to time,a copy of which is filed as Exhibit to ourRegistration Statement of which this prospectus forms a part.“Minimum Wage Ordinance”means the Minimum Wage

183、 Ordinance(Chapter 608 of the Laws of Hong Kong),as amended,supplemented orotherwise modified from time to time.“MPF”means mandatory provident fund to be contributed by an employer in accordance with the Mandatory Provident FundSchemes Ordinance.“MPF Authority”means the Mandatory Provident Fund Sche

184、me Authority of Hong Kong.“Mr.Chak”means Mr.Chak Ka Wai,the chief financial officer of our Company.“Mr.Cheung”means Mr.Cheung Lui,an executive director and the chief executive officer of our Company and an indirectcontrolling shareholder of our Company through JME.“Mr.Sfez”means Mr.Jose Sfez,chairma

185、n and an executive director of our Company.“Offering”means the offer of Ordinary Shares by our Company and the Selling Shareholder pursuant to this prospectus.“Operating Subsidiary”means 707IL.“Ordinary Shares”means ordinary share(s)with par value of US$0.001 each in the share capital of our Company

186、.“Pandemic”means the COVID-19 pandemic which persisted from early 2020 to late 2022.“Regulation S”means Regulation S under the U.S.Securities Act.“Resale Shareholders”means collectively Expert Core,Harmony Prime,Goldstone and Long Vehicle and each a“Resale Shareholder”.TheResale Shareholders are reg

187、istering their Shares for sale pursuant to the Resale Prospectus but such are notunderwritten nor sold by the underwriter.“Sarbanes Oxley Act”means The Sarbanes-Oxley Act of 2002.“SEC”means the United States Securities and Exchange Commission.“Securities Act”means the Securities Act of 1933,as amend

188、ed.“SKU”means stock keeping unit,which is an identification of a particular product(for example by type,color and/or size)thatfacilitates it to be tracked for inventory purposes.“Selling Shareholder”means JME.“U.S.,”“United States”or“US”means the United States of America.“US$”or“U.S.dollars”means Un

189、ited States dollars,the lawful currency of the United States of America.“U.S.GAAP”means the generally accepted accounting principles in the United States of America.v PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the

190、 information that may be important to you,and we urgeyou to read this entire prospectus carefully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”sections and our combined financial statements and notes to those statements

191、,included elsewhere in this prospectus,before deciding to invest in our OrdinaryShares.This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements”on page iii.Overview We are a Hong Kong-based company that sells quali

192、ty apparel products and provides supply chain management total solutions to our customers spanning from Western Europe,North America to the Middle East.We were founded in 2021 and became wholly-owned by Mr.Cheung,executive director and chief executive officer,in May 2022 and havegrown,in a short per

193、iod of time,building relationships with a diverse range of customers.Our customers include mid-size brand owners and apparel companies that havecomprehensive operations with private labels that are sold worldwide.Our Competitive Strengths We believe our competitive strengths lie in the following:Our

194、 management team possesses extensive apparel industry experience;Our apparel supply chain management services offer total solutions to our customers;We have built a good relationship with an established network of experienced third-party manufacturers;We have a diversified range of customers;We have

195、 stringent quality assurance and control measures;and We operate in a cost effective and asset-light manner.Our Growth Strategies We plan to grow our business in the following ways:(i)build on our core business of selling quality apparel products and offering supply chain management total solutions

196、toour customers;(ii)to expand into developing and selling our own brand of quality apparel products to retail customers in Hong Kong;and(iii)to distribute our customersapparel products on our sales platforms in Hong Kong,primarily online and through social media platforms with minimal brick-and-mort

197、ar stores.To execute this distribution,we plan to offer live streams of our apparel products through social media platforms and customers can place orders for them through our website,mobile app,social mediaaccounts or brick-and-mortar store(s)at a discount for a short preview period after the live

198、stream.To implement our business growth,we plan to(i)expand our product development department,merchandising department and logistics department;(ii)set up a sales andmarketing department and an information technology department;(iii)hire our own team of inhouse designers to support our product deve

199、lopment department;(iv)acquirestate-of-the-art computer aided design software and tools for use by our designers;(v)expand our warehouse;(vi)revamp our current website and build a new mobile app;(vii)upgrade our enterprise resource planning(“ERP”)system,to cater for this new business;(viii)set up at

200、 least one brick-and-mortar store in a densely populated mixedcommercial and residential district in Hong Kong which can be accessed conveniently by public transport as well;(ix)expand overseas if this business model provessuccessful;and(x)acquire the rights from more labels to distribute their appa

201、rel products on our sales platforms.Corporate Information We were incorporated in the Cayman Islands on February 2,2024.Our registered office in the Cayman Islands is located at Harneys Fiduciary(Cayman)Limited,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002,Cayma

202、n Islands.Our administrative office is located at 5/F.,AIA Financial Centre,712Prince Edward Road East,San Po Kong,Kowloon,Hong Kong.Our telephone number is+852 3471 8000.The information contained on our website(http:/)does not form part of this prospectus.Our agent for service of process in the Uni

203、ted States is Cogency Global Inc.,122 East 42nd Street,18thFloor,New York,NY 10168.1 Transfers of Cash to and From Our Subsidiaries Our business is primarily conducted through our indirect wholly-owned Operating Subsidiary,707IL.The Cayman Islands holding company will rely on dividends paid by itssu

204、bsidiaries,Beta Alpha,our wholly-owned BVI subsidiary and the latters wholly-owned Operating Subsidiary,707IL,for our Companys working capital and cash needs,including the funds necessary to pay any dividends.Our Company and Beta Alpha are Cayman Islands and BVI holding companies,respectively.Only 7

205、07IL operates in HongKong.For the six months ended March 31,2024 and the fiscal years ended September 2023 and 2022,except for a special dividend of HK$5,700,000 as described in the“DividendPolicy”,there had been no transfers,dividends,or distributions between the holding company,our Company,its sub

206、sidiaries,or to its investors.If we decide to pay dividendson any of our Ordinary Shares,as a holding company,we will depend on the receipt of funds from our Operating Subsidiary through dividend payments.We are permittedunder the laws of the Cayman Islands and BVI to provide funding to our Operatin

207、g Subsidiary through loans and/or capital contributions without restriction on the amount ofthe funds loaned or contributed.We currently intend to retain all of our available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring or paying an

208、ydividends or distributions in the foreseeable future.We do not have a formal cash management policy.Any future determination related to our dividend policy will be made atthe discretion of our board of directors after considering our financial condition,results of operations,capital requirements,co

209、ntractual requirements,business prospects andother factors the board of directors deems relevant,and subject to the restrictions contained in any future financing instruments.There are risks related to the fact that the PRCgovernment may restrict our ability to transfer cash outside of Hong Kong or

210、fund operations outside of Hong Kong.See the risk factor on page 18 under“Risks Related toDoing Business in Hong Kong In the event the PRC government restricts or prohibits cash transfers from Hong Kong,our ability to distribute earnings and pay dividendsmay be impeded,thus limiting our ability to g

211、row our business or receive earnings to the detriment of our investors.”Cayman Islands.Subject to the Cayman Act and our Memorandum and Articles of Association,our board of directors may declare dividends and distributions on our OrdinaryShares and authorize payment of the dividends or distributions

212、 out of the funds of the Company.No dividend or distribution shall be paid except out of our realized orunrealized profits,or out of our share premium account unless immediately following the payment we are able to pay our debts as they fall due in the ordinary course ofbusiness.Under Cayman Islands

213、 law,a Cayman Islands company may pay a dividend out of either its profit or share premium account,provided that in no circumstances may adividend be paid if such payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.British Virgin Isla

214、nds.Under BVI law,the board of directors of our BVI subsidiary may authorize payment of a dividend to its shareholders as such time and of such an amountas they determine if they are satisfied on reasonable grounds that immediately following the dividend the value of our assets will exceed our liabi

215、lities and we will be able topay our debts as they become due.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or otherdistributable reserves.Dividends cannot be paid out of share capital.At th

216、is time,there are no restrictions or limitations under the laws of Hong Kong imposed on theconversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong,nor is there any restriction on foreign exchange to transfer cash betweenthe Company and its subsidiaries,acro

217、ss borders and to U.S.investors,nor are there any restrictions or limitations on distributing earnings from our business and subsidiaries tothe Company and U.S.investors.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends pa

218、id byus.However,the PRC government may,in the future,impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and paydividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong.Such restrictions a

219、nd limitations,if imposed in the future,may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from 707IL.For more information,see“Dividend Policy,”“Risk Factors”,“Summary Combined Financial and Data”and“Combined Statements of Changes in Sh

220、areholders Equity”inthe Report of the independent registered public accounting firm.Corporate Structure The PRC government may,in the future,disallow our corporate structure,which restrictions would likely result in a material change in our operations and/or in the value of ourOrdinary Shares.Such r

221、estrictions may cause the value of our Ordinary Shares to decline significantly in value or be rendered worthless.Risks and Challenges Investing in our Ordinary Shares involves risks.You should carefully read and consider all of the information contained in this prospectus(including in“Risk Factors,

222、”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our combined financial statements and the notes thereto)before making aninvestment decision.For example,see“Risk Factors Relating to Doing Business in Hong Kong”beginning on page 18 for a detailed discussion a

223、bout the number of risks relating to an investmentin our Company arising from the legal system in China,including but not limited to:-risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice see“Risk Factors Risks

224、Relating to Doing Business in Hong Kong-The economic,political and social conditions of the PRC as well as its government policies may adversely affect our businessand results of operations”on page 18;-the risk that the Chinese government may intervene or influence our operations at any time,or may

225、exert more control over offerings conducted overseas and/or foreigninvestment in China-based issuers,which could result in a material change in our operations and/or the value of our Ordinary Shares see“Risk Factors Risk Relating toDoing Business in Hong Kong”that begins“Through long arm provisions

226、under the current PRC laws and regulations,the PRC government may exercise significantoversight over the conduct of our business”on page 18;-any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based i

227、ssuerscould significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless see“Risk Factors Risk Relating to Doing Business in Hong Kong”that begins“Through long arm provisi

228、ons under the current PRC laws andregulations,the PRC government may exercise significant oversight over the conduct of our business”on page 18;-the risk that future audit reports will be prepared by auditors who are inspected by the PCAOB and,as such,future investors may be deprived of the benefits

229、 of inspectedand trading in our Ordinary Shares may be prohibited see“Risk Factors Risks Relating to Doing Business in Hong Kong”that begins“A recent joint statement by theSEC and the PCAOB,rule changes by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied to emer

230、ging market companies uponassessing the qualification of their auditors”on page 21.-under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,and as aresult,U.S.national securities exchanges,such as the Na

231、sdaq,may determine to delist our securities see“Risk Factors-Risks Relating to Doing Business in Hong Kong”that begins“A recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be appliedto emerging market companies

232、upon assessing the qualification of their auditors”on page 21-that the Accelerating Holding Foreign Companies Accountable Act,which became law on December 29,2022 and amends the HFCAA,requires the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subj

233、ect to PCAOB inspections for two consecutive years instead of three,and thus,reducesthe time before our Shares may be prohibited from trading or delisted see“Risk Factors-Risks Relating to Doing Business in Hong Kong”that begins“A recent jointstatement by the SEC and the PCAOB,rule changes by Nasdaq

234、,and the HFCAA all call for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors”on page 21.-to the extent we inadvertently conclude that we do not need permission or approval from the PRC regarding certain regulatory mat

235、ters,or the laws or regulations changerequiring approval,we may be subject to penalties or be unable to operate our business or offer our Ordinary Shares as planned as discussed further in“Risk Factors Risks Relating to Doing Business in Hong Kong.”.2 The following is a summary of what our managemen

236、t views as our most significant risk factors including but not limited to the following:The risks summarized below are qualified by reference to“Risk Factors”beginning on page 11 of this prospectus,which you should carefully consider before making adecision to invest in our Ordinary Shares.If any of

237、 these risks actually occurs,our business,financial condition or results of operations would likely be materially adverselyaffected.In such case,the trading price of our Ordinary Shares would likely decline,and you may lose all or part of your investment.In reviewing this prospectus,you shouldbear i

238、n mind that past results are no guarantee of future performance.See“Special Note Regarding Forward-Looking Statements”on page iii for a discussion of forward-looking statements,and the significance of forward-looking statements in the context of this prospectus.If we fail to retain business relation

239、ships with two major recurring customers or secure new customers,our business,financial condition and results ofoperations may be adversely affected.Our relatively short operating history in the apparel supply chain management industry may make it difficult to evaluate our prospects and future finan

240、cialresults and our past growth rate,revenue and net profit margin may not be indicative of our future growth rate,revenue and net profit margin.We depend on our management team,particularly Mr.Cheung,and our ability to retain them and attract additional qualified personnel is critical to oursuccess

241、 and our growth prospects.Our cash conversion cycle is long and our cash flow may fluctuate due to customers payment practice for apparel products and/or apparel-related accessoriesdelivered under the sales contracts.We are dependent on third-party manufacturers for the production of apparel product

242、s and apparel-related accessories,and any disruption to our relationshipor their manufacturing operations could adversely affect our apparel supply chain management services.Our business and results of operations may be adversely affected if we are unable to capture,predict or respond timely to our

243、customers and/or the endconsumers needs and preferences or keep up with market/seasonal trends for apparel products and/or apparel-related accessories.Fluctuations in consumer spending caused by social,economic,political and legal developments or instability,as well as any changes in government poli

244、cies,in Western Europe,North America and the Middle East could materially and adversely affect our business,results of operations,financial condition andbusiness prospects.Natural disasters and other catastrophic events beyond our control could adversely affect our business operations and financial

245、performance.A shift in our customers business model to business-to-business may affect our sales.We operate in a competitive market.A strong U.S.dollar may affect the demand for our apparel products and apparel-related accessories.If we or the third-party manufacturers engaged by us are required to

246、comply with social responsibility and social compliance standards or if there are changesin existing laws,regulations and government policies requiring such compliance,we may need to adopt additional internal control measures and this mayincrease our costs and adversely affect our financial performa

247、nce.If we are unable to maintain and protect our intellectual property,or if third parties assert that we infringe on their intellectual property rights,our businesscould suffer.We may implement business strategies and future plans that may not be successful.We may need to raise additional capital r

248、equired to grow our business,and we may be unable to raise capital on terms acceptable to us or at all.Our executive officers have no prior experience in operating a U.S.public company,and their inability to operate the public company aspects of our businesscould harm us.If we fail to implement and

249、maintain an effective system of internal controls,we may be unable to accurately or timely report our results of operations orprevent fraud,and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.We will be subject to changing laws,rules and regul

250、ations in the U.S.regarding regulatory matters,corporate governance and public disclosure that willincrease both our costs and the risks associated with non-compliance.Our business could be adversely affected by information technology systems breakdown or disruption.The economic,political and social

251、 conditions of the PRC as well as its government policies may adversely affect our business and results of operations.Risks and uncertainties relating to doing business in the jurisdictions in which our Operating Subsidiary operates(including the PRC and Hong Kong),beginning on page 18 of this prosp

252、ectus.In the event the PRC government restricts or prohibits cash transfers from Hong Kong,our ability to distribute earnings and pay dividends may be impeded,thus limiting our ability to grow our business or receive earnings to the detriment of our investors,beginning on page 18 of this prospectus

253、and discussed inmore detail on page 2 under“Transfers of Cash to and from our Subsidiaries.”The Chinese regulatory authorities could disallow our organizational structure,which would likely result in a material change in our operations and/or amaterial change in the value of the securities we are re

254、gistering for sale,including that it could cause the value of such securities to significantly decline orbecome worthless.3 The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance,and could result in significant losses andyou may not be able to

255、resell your shares at or above the Offering price.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we are incorporatedunder Cayman Islands law.Because we are a Cayman Islands company and all of our business is co

256、nducted in Hong Kong you may be unable to bring an action against us or our officersand directors or to enforce any judgment you may obtain.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions applicable toUnited Sta

257、tes domestic public companies.Holding Foreign Companies Accountable Act The HFCAA states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by thePCAOB for two consecutive years beginning in 2021,the

258、 SEC shall prohibit the companys shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the H

259、FCAA.A company willbe required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC isassessing how to implement other requirements of the HFCAA,including the listing and trading prohibitions requirement

260、s described above.On June 22,2021,the U.S.Senate passed a bill which,if passed by the U.S.House of Representatives and signed into law,would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years,thus reducing the

261、time period before our Ordinary Shares may beprohibited from trading or being delisted.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.The rules apply to registrantsthat the SEC identifies as having filed an annual r

262、eport with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and thatPCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,PCAOB announced the PCAOB HFCAA det

263、erminations(the“PCAOB determinations”)relating to the PCAOBs inability to inspect or investigatecompletely registered public accounting firms headquartered in the PRC or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a positiontaken by one or more authorities in the P

264、RC or Hong Kong.On December 15,2022,the PCAOB issued a report that vacated the PCAOB determination and removed mainlandChina and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.On December 29,2022,legislation titled“

265、Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,whichcontained,among other things,an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC toprohibit an issuers se

266、curities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thusreducing the time period for triggering the prohibition on trading.Our auditor,ARK Pro CPA&Co,the independent registered public accounting firm that issu

267、es the audit report included in this prospectus,as an auditor of companies that aretraded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections toassess ARK Pro CPA&Cos compliance with appli

268、cable professional standards.ARK Pro CPA&Co is headquartered in Hong Kong.As at the date of this prospectus,ourauditor is not subject to the PCAOB determinations.See“Risks Relating to Doing Business in Hong Kong.A recent joint statement by the SEC and the PCAOB,rule changesby Nasdaq,and the HFCAA al

269、l call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could add uncertainties to our Offering”on page 21.The delisting of ou

270、r OrdinaryShares,or the threat of their being delisted,may materially and adversely affect the value of your investment.We cannot assure you whether the Nasdaq or other regulatoryauthorities will apply additional or more stringent criteria to us.Such uncertainty could cause the market price of our O

271、rdinary Shares to be materially and adversely affected.On August 26,2022,the PCAOB signed a SOP Agreement with the CSRC and the Ministry of Finance of the PRC,taking the first step toward opening access for the PCAOBto inspect and investigate registered public accounting firms headquartered in mainl

272、and China and Hong Kong completely,consistent with U.S.law.It includes three provisionsthat,if abided by,would grant the PCAOB complete access for the first time:(1)the PCAOB has sole discretion to select the firms,audit engagements and potential violationsit inspects and investigates without consul

273、tation with,nor input from,Chinese authorities;(2)procedures are in place for PCAOB inspectors and investigators to viewcomplete audit work papers with all information included and for the PCAOB to retain information as needed;and(3)the PCAOB has direct access to interview and taketestimony from all

274、 personnel associated with the audits the PCAOB inspects or investigates.If in the future,the PCAOB is unable to inspect any audit firm used by us,then wemay still face the risk of being delisted.4 Recent Regulatory Developments in the PRC Recently,the PRC government initiated a series of regulatory

275、 actions and statements to regulate business operations in certain areas in China,including cracking down oncertain illegal activities in the securities market,enhancing supervision over Chinese-based companies listed overseas using a VIE structure,adopting new measures to extendthe scope of cyberse

276、curity reviews,and expanding efforts in anti-monopoly enforcement.For example,on June 10,2021,the Standing Committee of the National Peoples Congress enacted the PRC Data Security Law,which took effect on September 1,2021.Thelaw requires data collection to be conducted in a legitimate and proper man

277、ner,and stipulates that,for the purpose of data protection,data processing activities must beconducted based on data classification and hierarchical protection system for data security.In light of recent events indicating greater oversight by the CAC over datasecurity,particularly for companies seek

278、ing to list on a foreign exchange,we may be subject to a variety of PRC laws,changes in regulatory actions in Hong Kongand other obligations regarding data protection and any other rules,and any failure to comply with applicable laws and obligations could have a material andadverse effect on our bus

279、iness and the offering.It remains uncertain as to how any such regulatory measures will be interpreted or implemented.See more detaileddiscussion of this risk factor on page 19 of this prospectus.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Offi

280、ce of the State Council jointly issued a document to crack downon certain illegal activities in the securities markets to promote the high-quality development of the capital markets,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law-enf

281、orcement and judicial cooperation,to enhance supervision over Chinese-based companies listedoverseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress v

282、oted and passed the“Personal Information Protection Law of thePeoples Republic of China,”or“PRC Personal Information Protection Law,”which became effective on November 1,2021.The PRC Personal Information Protection Lawapplies to the circumstances that processing of personal information of natural pe

283、rsons within the territory of China and that is carried out outside of China where(1)suchprocessing is for the purpose of providing products or services for natural persons within China,(2)such processing is to analyze or evaluate the behavior of natural personswithin China,or(3)there are any other

284、circumstances stipulated by related laws and administrative regulations.On December 28,2021,the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)which took effect on February 15,2022,replacing the former Measures for Cybersecurity Review(2020)issued

285、 on April 13,2020.Measures for Cybersecurity Review(2021)stipulates that operators of criticalinformation infrastructure purchasing network products and services,and online platform operators(together with the operators of critical information infrastructure,the“Operators”)carrying out data processi

286、ng activities that affect or may affect national security,shall conduct a cybersecurity review,and any online platform operator whocontrols more than one million users personal information must undergo a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign co

287、untry.We do not expect to be subject to the cybersecurity review by the China Securities Regulatory Commission(“CSRC”)and the Cyberspace Administration of China(“CAC”)inrelation to this Offering,given that:(1)our Operating Subsidiary is incorporated in Hong Kong and is located in Hong Kong,not a PRC

288、 domestic company,(2)we have nosubsidiary,variable interest entity(“VIE”)structure or any direct operations in mainland China,and(3)pursuant to the Basic Law of the Hong Kong Special AdministrativeRegion of the Peoples Republic of China(“Basic Law”),which is a national law of the PRC and the constit

289、utional document for Hong Kong,national laws of the PRC shallnot be applied in Hong Kong,except for those listed in Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as other mattersoutside the autonomy of Hong Kong).We do not currently expect the M

290、easures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law to have an impact on our business,operations orthis Offering as we do not believe that our Operating Subsidiary would be deemed to be an“Operator”on the basis that(i)our Operating Subsidiary is incorporated in Hong

291、Kong,not a PRC domestic company,and operates in Hong Kong without any subsidiary or VIE structure in mainland China,and each of the Measures for CybersecurityReview(2021)and the PRC Personal Information Protection Law remains unclear whether it shall be applied to a company based in Hong Kong;(ii)as

292、 of date of thisprospectus,our Operating Subsidiary has in aggregate collected and stored personal information of less than one million users,and that data processed in our business does nothave a bearing on national security and thus may not be classified as core or important data by the authoritie

293、s;(iii)all of the data our Operating Subsidiary has collected isstored in servers located in Hong Kong;and(iv)as of the date of this prospectus,our Operating Subsidiary has not been informed by any PRC governmental authority of anyrequirement that it files for a cybersecurity review or a CSRC review

294、.An“Operator”is required to file for cybersecurity review before listing in the United States.On February 17,2023,the CSRC issued the Trial Overseas Listing Measures,which came into effect on March 31,2023.Under the Trial Overseas Listing Measures,adomestic enterprise conducting overseas issuance an

295、d listing(includes direct and indirect overseas issuance and listing)shall conduct and complete relevant filing procedureswith the CSRC.Any overseas issuance and listing conducted by an issuer that concurrently meets the following conditions shall be determined as indirect overseas issuance andlisti

296、ng by a domestic enterprise:(i)50%or more of its operating revenue,total profit,total assets or net assets as recorded in its audited consolidated financial statements for themost recent fiscal year is being accounted for by domestic companies;and(ii)the main parts of its business activities are con

297、ducted in mainland China,its principal places ofbusiness are located in mainland China,or the senior management in charge of its business operation and management are mostly Chinese citizens or domiciled in mainlandChina.Based on the above mentioned,given that(i)the Group currently does not have,nor

298、 do it currently intend to establish,any subsidiary nor plan to enter into any contractualarrangements to establish a VIE structure with any entity in the PRC;(ii)it is not controlled by any PRC entity or individual;(iii)it does not have any operation in the PRC,nordoes it have any partnership or co

299、operation with any PRC entity or individual;(iv)it currently does not have,nor does it plan to have,any investment,such as owning orleasing any asset,in the PRC;(v)none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled in mainland China;a

300、nd(vi)no revenue of the Company is generated from the PRC,this Offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseasstock exchange,nor does it requires filing or approvals from the CSRC.We are not subject to any PRC laws and regulations except

301、to those applicable to Hong Kong listed inAnnex III of the Basic Law.We believe,and we have been advised by our PRC legal counsel,Guangdong Wesley Law Firm,that we do not need permission or approval fromthe Chinese government to operate our business or offer our Ordinary Shares.As such,we have not a

302、pplied for and we have not been denied any permissions or approvals.Further,as of the date of this prospectus,in the opinion of our PRC legal counsel,Guangdong Wesley Law Firm,the Company is not considered a domestic enterprise under theTrial Measures and the Trial Measures do not apply to the Compa

303、ny,and its listing on Nasdaq does not require fulfilling the filing procedure to the CSRC.However,there canbe no assurance that the relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC or any other PRC governmentalauthorities would not promu

304、lgate new rules or new interpretation of current rules(with retrospective effect)to require us to obtain CSRC or other PRC governmental approvalsfor this Offering.If we or our Operating Subsidiary inadvertently conclude that such approvals are not required,we may be required to make corrections,be g

305、iven a warning,be fined between RMB 1 million and RMB 10 million,warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million,fine thecontrolling shareholder not less than RMB 1 million but not more than RMB 10 million,prevent the Company from entering t

306、he securities market and our ability to offer orcontinue to offer our Ordinary Shares to investors could be significantly limited or completed hindered,which could cause the value of our Ordinary Shares to significantlydecline or become worthless.Our Group may also face sanctions by the CSRC,the CAC

307、 or other PRC regulatory agencies.These regulatory agencies may impose fines andpenalties on our operations in China,limit our ability to pay dividends outside of the PRC,limit our operations in the PRC,delay or restrict the repatriation of the proceedsfrom this Offering into the PRC or take other a

308、ctions that could have a material adverse effect on our business,financial condition,results of operations and prospects,as wellas the trading price of our securities.5 However,since these statements and regulatory actions are new and under development,it is highly uncertain how soon the legislative

309、 or administrative regulation-makingbodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations will have on the

310、daily business operations of our Operating Subsidiary,its ability to acceptforeign investments and the listing of our Ordinary Shares on U.S.or other foreign exchanges.If any of our Operating Subsidiary is deemed to be an“Operator,”or if Measuresfor Cybersecurity Review(2021),the PRC Personal Inform

311、ation Protection Law or the Trial Overseas Listing Measures becomes applicable to our Operating Subsidiary,thebusiness operation of our Operating Subsidiary and the listing of our Ordinary Shares in the United States could be subject to the CACs cybersecurity review or CSRCOverseas Issuance and List

312、ing review in the future.If the applicable laws,regulations,or interpretations change and our Operating Subsidiary becomes subject to the CAC orCSRC review,we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current pract

313、ice of collectingand processing personal information may be ordered to be rectified or terminated by regulatory authorities.If our Operating Subsidiary fails to receive or maintain suchpermissions or if the required approvals are denied,our Operating Subsidiary may become subject to fines and other

314、penalties which may have a material adverse effect on ourbusiness,operations and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless.Additionally,due to long arm p

315、rovisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect to the implementation and interpretationof laws in China.We are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this

316、 regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our Hong Kong Operating Subsidiarys business,it may intervene inor influence our operations.Such governmental actions(i)could result in a material change in our Operating Subsidiarys ope

317、rations;(ii)could hinder our ability to continue tooffer securities to investors or list on an exchange;and(iii)may cause the value of our Ordinary Shares to significantly decline in value or become worthless.Implications of Being a“Controlled Company”Upon completion of this Offering,JME will be the

318、 beneficial owner of an aggregate of 15,612,000 Ordinary Shares which will represent 71.13%of the then total issued andoutstanding Ordinary Shares.As a result,we will be a“controlled company”within the meaning of the Nasdaq Stock Market Rules and therefore eligible for certainexemptions from the cor

319、porate governance requirements of the Nasdaq listing rules.For so long as we are a controlled company under that definition,we are permitted to electto rely,and may rely,on certain exemptions from corporate governance rules,including:an exemption from the rule that the compensation of our chief exec

320、utive officer must be determined or recommended solely by independent directors;an exemption from the rule that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominationcommittee comprised solely of independent directors;and an exemp

321、tion from the rule that a majority of our board of directors consist of independent directors.As a result,you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements although we currently donot intend to rely on the exemption

322、s.In addition,our controlling shareholder will be able to exert significant control over our management and affairs,including approval of significant corporate transactions.Ourstatus as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise har

323、m our trading price.As a result,the investors will nothave the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Implications of Our Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our las

324、t fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our BusinessStartups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicablegenerally to public companies.These pro

325、visions include:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition andResults of Operations,or MD&A;are not required to provide a detailed narrative disclosure discussing our compensation principles,obje

326、ctives and elements and analyzing how those elementsfit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financia

327、l reporting pursuantto the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonlyreferred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from ce

328、rtain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and will not be required

329、 to conduct an evaluation of our internal control over financial reporting for two years.We will take advantage of these reporting exemptions until we are no longer an emerging growth company.We will remain an emerging growth company until the earliest of(1)the last day of the fiscal year in which t

330、he fifth anniversary of the completion of this Offering occurs,(2)the last day of the fiscal year in which we have total annual grossrevenue of at least US$1.235 billion,(3)the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which means the market value of ourOrdin

331、ary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31,and(4)the date on which we have issued more than US$1.0 billion innon-convertible debt during the prior three-year period.We may choose to take advantage of some,but not all,of the available exemptions.We

332、 have included two years ofselected financial data in this prospectus in reliance on the first exemption described above.Accordingly,the information contained herein may be different from theinformation you receive from other public companies in which you hold stock.Certain of these reduced reportin

333、g requirements and exemptions were already available to us due to the fact that we also qualify as a“smaller reporting company”under SECrules.For instance,smaller reporting companies are not required to obtain an auditor attestation and report regarding managements assessment of internal control overfinancial reporting,are not required to provide a compensation discussion and analysis,are not requ