《「中国澳门咨询服务商」道元集团（ZGM）美股IPO招股说明书 F-1（英文版）（225页）.pdf》由会员分享，可在线阅读，更多相关《「中国澳门咨询服务商」道元集团（ZGM）美股IPO招股说明书 F-1（英文版）（225页）.pdf（225页珍藏版）》请在三个皮匠报告上搜索。

1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on January 6,2025.Registration Statement No.*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Zenta Group Company Limited(Exact name of Registrant a

2、s specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 8742 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Avenida do Infante D.Henri

3、que,No.47-53A,Macau Square,13th Floor,Unit M,Macau 999078(853)28400625(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,a

4、nd telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Lawrence S.Venick,Esq.Joan Wu,Esq.Loeb&Loeb LLP Hunter Taubman Fischer&Li LLC2206-19 Jardine House 950 Third Avenue,19th Floor1 Connaught Pla

5、ce,Central New York,NY 10022Hong Kong SAR Telephone:+1(212)530-2208Telephone:+852-3923-1111 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statementbecomes effective.If any of the securities being registered on this form are to be offered o

6、n a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933,as amended,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registrat

7、ion statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registr

8、ation statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by ch

9、eck mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark ifthe registrant has elected not to use the exten

10、ded transition period for complying with any new or revised financial accountingstandards 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 StandardsBoard to its Accounting Standa

11、rds Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effe

12、ctive in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to suchSection 8(a),may determine.The information in this prospectus is not complete and

13、may be changed.We may not sell these securities until the registrationstatement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any jurisdiction where the offer or

14、sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED JANUARY 6,2025 1,500,000 Ordinary Shares Zenta Group Company Limited This is the initial public offering of the ordinary shares,par value$0.001 per share,of Zenta Group Company Limited(“Ordinary Shares”).We are offering 1,500,00

15、0 Ordinary Shares of Zenta Group Company Limited(“ZGCL”),representing 12.95%of the outstanding Ordinary Shares of ZGCL following completion of this offering.Following the offering,12.95%of theoutstanding Ordinary Shares will be held by public shareholders.Prior to this offering,there has been no pub

16、lic market for our Ordinary Shares.The offering price of our Ordinary Shares isexpected to be between$4 and$5 per share.We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under thesymbol“ZGM.”We cannot guarantee that we will be successful in listing our Ordinary Shares on Na

17、sdaq.This offering isconditioned upon the successful listing of our ordinary shares on the Nasdaq Capital Market.If the Nasdaq Capital Market does notapprove our listing application this initial public offering will be terminated.We will be a“controlled company”as defined under the Nasdaq Stock Mark

18、et Rules because,immediately after the completionof this offering,Ng Wai Ian,our controlling shareholder(“Controlling Shareholder”)will beneficially own in aggregate 53.35%ofour total issued and outstanding Shares,representing 53.35%of the total voting power.See“Principal Shareholders”for moreinform

19、ation.As a result,Ng Wai Ian will have the ability to control the outcome of certain matters submitted to shareholders forapproval through his controlling ownership of the Company,such as the election of directors,amendments to our organizationaldocuments and any merger,consolidation,sale of all or

20、substantially all of our assets or other major corporate transactions.See“RiskFactors Our directors,officers and principal shareholders have significant voting power and may take actions that may not be inthe best interests of our other shareholders”for further details.ZGCL is a holding company regi

21、stered and incorporated in the Cayman Islands,and is not a Chinese operating company.As aholding company with no material operations,we conduct our operations through our main operating subsidiary,LIC(as definedhereunder in this prospectus),based in Macau.This is an offering of the Ordinary Shares o

22、f ZGCL,the holding companyincorporated in the Cayman Islands,instead of shares of our operating subsidiaries in Macau.You may never directly hold any equityinterest in our operating entities.References to the“Company,”“we,”“us”and“our”in the prospectus are to ZGCL,the CaymanIslands entity that will

23、issue the Ordinary Shares being offered.References to the“Group”refer to ZGCL and its subsidiaries.References to“ZGM”are to Zenta Group Company Limited,our key operating subsidiary in Macau.References to“LICCL”are toLason Investment Consulting Company Limited,our Macau subsidiary.Because of our corp

24、orate structure as a Cayman Islands holding company with operations conducted by Macau subsidiaries,aninvestment in our Ordinary Shares involves unique risks to investors.We are subject to various legal and operational risks associatedwith being based in Macau,China.See“Risk Factors Risks Related to

25、 Doing Business in Macau,China”beginning on page 13 ofthis prospectus.Our operating subsidiaries are directly held by ZGCL,and we currently do not have or intend to have any contractualarrangement to establish a variable interest entity(“VIE”)structure with any entity in China.Nevertheless,in the ev

26、ent that the PRCregulatory authorities disallow our business structure,any action taken by the PRC government could significantly limit orcompletely hinder our operations in Macau and our ability and to offer or continue to offer securities to investors and could cause thevalue of such securities to

27、 significantly decline or be worthless.See“Risk Factors If the Chinese government chooses to exertmore oversight control over offerings that are conducted overseas and/or foreign investment in China based issuers,such action maysignificantly limit or completely hinder our ability to offer or continu

28、e to offer Ordinary Shares to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless”for further details.Because our operations are primarily located in Macau and our clients may be PRC corporations,we may be subject to uniquerisks due to uncertainty of the inte

29、rpretation and the application of the PRC laws and regulations.We are also subject to the risks ofuncertainty about any future actions of the Chinese government or authorities in Macau in this regard.Should the Chinesegovernment choose to exercise significant oversight and discretion over the conduc

30、t of our business,they may intervene in orinfluence our operations.Such governmental actions:could result in a material change in our operations and/or the value of our Ordinary Shares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or

31、completely hinder our ability to offer or continue to offer our Ordinary Shares to investors;and may cause the value of our Ordinary Shares to significantly decline or be worthless.We are aware that recently,the PRC government initiated a series of regulatory actions and statements to regulate busin

32、essoperations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures to extend thescope of cybersecurity reviews,and expan

33、ding its efforts in anti-monopoly enforcement.Since these statements and regulatoryactions 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 detailed implementations and interpretations will

34、be modified or promulgated,if any.It is alsohighly uncertain what the potential impact such modified or new laws and regulations will have on ZGMs,and to a lesser degree,ZGCLs daily business operations,its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other

35、foreign exchange.These actions could result in a material change in our operations and/or to the value of our Ordinary Shares andcould significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.See“RiskFactors All our operations are in Macau.H

36、owever,due to the long arm provisions under the current PRC laws and regulationsand the fact that changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may beimplemented quickly with little advance notice,the Chinese government may exercise significant overs

37、ight and discretion over theconduct of our business and may intervene in or influence our operations at any time,which could result in a material change in ouroperations and/or the value of our Ordinary Shares.”for further information.According to current PRC Law,PRC national laws relating to cash o

38、r assets transfer do not apply in Macau.However,whilethere are currently no such restrictions on the ability of ZGCL,ZGM to transfer cash and/or assets,we cannot assure you that theoversight of the PRC government will not be extended to companies operating in Macau,if certain PRC laws and regulation

39、s,including existing laws and regulations and those enacted or promulgated in the future,were to become applicable to our operatingsubsidiaries in Macau,and to the extent our cash and/or assets in the business is in Macau or a Macau entity,such funds or assetsmay not be available to fund operations

40、or for other use outside of Macau due to interventions in or the imposition of restrictions andlimitations on the ability of ZGCL,ZGM to transfer funds or assets by the PRC government.Any limitation on the ability of ourMacau subsidiaries to pay dividends or make other distributions to us could mate

41、rially and adversely limit our ability to grow,makeinvestments or acquisitions that could be beneficial to our business,pay dividends,or otherwise fund and conduct our business.Forfurther information please see“Risk Factor-We may rely on dividends and other distributions on equity paid by our subsid

42、iaries tofund our cash and financing requirements,and any limitation by Macau or PRC Government on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conduct our business.”Most of our directors and officers reside outside the United States in

43、 Macau.There is uncertainty as to whether the courts ofMacau would(i)recognize or enforce judgments of United States courts obtained against us or our directors or officers predicatedupon the civil liability provisions of the securities laws of the United States or any state in the United States or(

44、ii)entertain originalactions brought in Macau against us or our directors or officers predicated upon the securities laws of the United States or any statein the United States.Vong Hin Fai Lawyers&Private Notary,our counsel as to Macau law,have advised us the recognition and enforcement offoreign ju

45、dgments are provided for under the Macau Civil Procedure Law.Macau courts may recognize and enforce foreignjudgments in accordance with the requirements set forth in the Macau Civil Procedure Law,unless there is a special arrangement inplace,such as Agreement on Reciprocal Confirmation and Enforceme

46、nt of Judgments in Civil and Commercial Matters betweenMainland China and the Macau Special Administrative Region of 2006.For the Macau courts to recognize and enforce foreignjudgments,the following requirements must generally be met:There must be no doubts about the authenticity of the document con

47、taining the decision or about the intelligibility of thedecision.The decision must have become final and unappealable according to the law of the place where it was rendered.It must come from a court whose jurisdiction has not been provoked in fraud of the law and does not deal with matters ofexclus

48、ive jurisdiction of the courts of Macau.The exception of lis pendens or res judicata cannot be invoked on the basis of the matter affecting the Macau court,unless itwas the Macau court outside Macau that prevented the jurisdiction.The defendant must have been regularly summoned for the action,under

49、the terms of the law of the place of the court oforigin,and the principles of the adversarial system and the equality of the parties must have been observed.The decision cannot contain a ruling whose confirmation would lead to a result that is manifestly incompatible with publicorder.Macau has no ar

50、rangement for the reciprocal enforcement of judgments with the United States.As a result,if the aboverequirements are met,a judgment of a court in the United States predicated upon U.S.federal or state securities laws may berecognized and enforced in Macau by bringing an action in a Macau court.Ther

51、efore,under Macau law,foreign judgments can be recognized and enforced under statute under the Macau Civil ProcedureLaw.However,there is still uncertainty as to whether the judgment of United States courts can be recognized and enforced in Macau,this is because it does not exclude the possibility th

52、at the Macau court may deem the judgment of United States courts not to meetthe above requirements and refuse to recognize and enforce it.For more information,please see“Enforcement of Civil Liabilities Macau”.Recent statements by the PRC government have indicated an intent to exert more oversight a

53、nd control over offerings that areconducted overseas and/or foreign investments in China based issuers.On July 6,2021,the General Office of the Communist Partyof China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activitiesin the se

54、curities markets and promote the high-quality development of the capital markets,which,among other things,requires therelevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhancesupervision over China-based companies listed overseas,an

55、d to establish and improve the system of extraterritorial application of thePRC securities laws.On December 24,2021,the China Securities Regulatory Commission(the“CSRC”)released the Provisions ofthe State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies

56、(Draft for Comments)(“Draft Administration Provisions”)and the Administrative Measures for the Filing of Overseas Securities Offering and Listing byDomestic Companies(Draft for Comments)(“Draft Filing Measures”),both of which had a comment period that expired on January23,2022.The Draft Administrati

57、ve Provisions and Draft Filing Measures regulate the administrative system,record-filingmanagement,and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by“domesticenterprises”.The Draft Administrative Provisions specify that the CSRC has regu

58、latory authority over the“overseas securitiesoffering and listing by domestic enterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC ifthey wish to list overseas.On February 17,2023,the CSRC released the Trial Measures and five supporting guidelines,which cameinto

59、 effect on March 31,2023.According to the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures and report relevant information to the CSRC;any failure to complywith such filling procedures may result in adm

60、inistrative penalties,such as an order to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,for public comment,which came into effect on March 31,2023.These rules state thatin the overseas listing activities of domestic companies,as well as securities companies a

61、nd securities service institutions providingrelevant securities services thereof,should establish a sound system of confidentiality and archival work,shall not disclose statesecrets,or harm the state and public interests.Furthermore,on July 10,2021,the Cyberspace Administration of China(the“CAC”)iss

62、ued a revised draft of the Measures for Cybersecurity Review for public comment,which required that,among others,in additionto any“operator of critical information infrastructure”,any“data processor”controlling personal information of more than onemillion users which seeks to list in a foreign stock

63、 exchange should also be subject to cybersecurity review,and further elaboratedthe factors to be considered when assessing the national security risks of the relevant activities.On December 28,2021,the CAC,theNational Development and Reform Commission(“NDRC”),and several other administrations jointl

64、y issued the revised Measuresfor Cybersecurity Review(the“Revised Review Measures”),which became effective and replaced the existing Measures forCybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“online platform operator”that is inpossession of personal data of m

65、ore than one million users intends to list in a foreign country,it must apply for a cybersecurityreview.Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with theissuance of the Revised Review Measures,an official of the said administration

66、 indicated that an online platform operator shouldapply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,theCAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation,

67、whichamong other things,stipulates that a data processor listed overseas must conduct an annual data security review by itself or byengaging a data security service provider and submit the annual data security review report for a given year to the municipalcybersecurity department before January 31

68、of the following year.There is a general lack of guidance and substantial uncertaintiesexist with respect to their interpretation and implementation of the Revised Review Measures.It remains unclear whether a Macaucompany which collects personal information from PRC individuals shall be subject to t

69、he Revised Review Measures.We do notcurrently expect the Revised Review Measures to have an impact on our business,our operations or this offering as we do notbelieve that ZGM,LIC,LMS,and LFT would be deemed to be an“operator of critical information infrastructure”or a“dataprocessor”controlling pers

70、onal information of more than one million users,that would be required to file for cybersecurity reviewbefore listing in the U.S.,because(i)ZGM,LIC,LMS,and LFT are organized and operating in Macau and the Revised ReviewMeasures remains unclear whether it shall be applied to Macau companies;(ii)ZGM,L

71、IC,LMS,and LFT operate without anysubsidiary or VIE structure in Mainland China;(iii)as of date of this prospectus,ZGM,LIC,LMS,and LFT have collected andstored personal information of less than 100 PRC individual clients,which is far less than one million users;and(iv)as of the date ofthis prospectu

72、s,ZGM,LIC,LMS,and LFT have not been informed by any PRC governmental authority of any requirement that theyfile for a cybersecurity review.However,there remains significant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.Following the adoption of t

73、he Revised Review Measures and if ZGM,LIC,LMS,and LFT aredeemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of more thanone million users,the operation of our subsidiaries and the listing of our Ordinary Shares in the U.S.could be sub

74、ject to CACscybersecurity review.On March 16,2007,the National Peoples Congress promulgated the PRC Enterprise Income Tax Law,whichwas amended on February 24,2017 and December 29,2018.On December 6,2007,the State Council enacted the Regulations forthe Implementation of the Enterprise Income Tax Law,

75、which became effective on January 1,2008 and was amended on April 23,2019.Under the Enterprise Income Tax Law and the relevant implementing regulations,both resident enterprises and non-residententerprises are subject to tax in China.Resident enterprises are defined as enterprises that are establish

76、ed in China in accordance withPRC laws,or that are established in accordance with the laws of foreign countries or regions but whose actual management isconducted within China.Non-resident enterprises are defined as enterprises that are established under the laws of foreign countriesor regions and w

77、hose actual management is conducted outside of China,but have established institutions or premises in China,or,have income generated from within China although it does not have an institution or premise in China.Under the Enterprise IncomeTax Law,the corporate income tax rate is set at 25%.However,f

78、or non-resident enterprises that have no institutions or premisesestablished in China,or if the income derived China has no de facto relationship with the institution or premise set up in China,theapplicable income tax rate is 10%with respect to their income derived from within the PRC.We believe th

79、at ZGM,LIC,LMS,andLFT would be deemed to be a non-resident enterprise for tax purposes,however,the tax resident status of an enterprise is subject todetermination by the PRC tax authorities and substantial uncertainties remain as to whether will be deemed a PRC resident enterprisefor PRC tax purpose

80、s.Furthermore,pursuant to the Provisional Regulations on Value-added Tax of the PRC,which was lastamended and became effective on 19 November 2017,and the Detailed Rules for the Implementation of the Interim Regulation ofthe PRC on Value Added Tax(2011 Revision)which was promulgated on 25 December 1

81、993 and last amended on 28 October 2011became effective on 1 November 2011,all entities or individuals engaging in the sale of goods,provision of processing services,repairs and replacement services and the importation of goods in the PRC are required to pay value-added tax(the“VAT”).The rateof VAT

82、is 17%or 11%or 6%or 0,subject to the situation involved.According to the Circular on Adjusting VAT Rates,which waspromulgated by the Ministry of Finance(the“MOF”)and the State Administration of Taxation(the“SAT”),on April 4,2018 andbecame effective on May 1,2018,where a taxpayer engages in a taxable

83、 sales activity for the value-added tax purpose or importationof goods,the previous applicable 17%and 11%tax rates are lowered to 16%and 10%,respectively.Furthermore,the Circular onPolicies to Deepen Value-added Tax Reform was promulgated by the MOF,the SAT and the General Administration of Customs

84、onMarch 20,2019 and became effective on April 1,2019,which required that,where a taxpayer engages in a taxable sales activity forthe value-added tax purpose or importation of goods,the previous applicable 16%and 10%tax rates are lowered to 13%and 9%,respectively.However,uncertainties still exist,due

85、 to the possibility that laws,regulations,or policies in the PRC could changerapidly in the future.We have been advised by Vong Hin Fai Lawyers&Private Notary,our Macau counsel,that based on their understanding of thecurrent Macau laws,as of the date of this prospectus,the Company and its subsidiari

86、es Zenta Group Company Limited,LasonInvestment Consulting Company Limited,Lason Management Service Limited and Lapis Financial Technology Limited are notrequired to obtain any permissions or approvals from Macau authorities before listing in the U.S.and issuing our Ordinary Shares toforeign investor

87、s.No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by anyrelevant authorities.As of the date of this prospectus,all of our Macau subsidiaries(including ZGM,LICCL,LMSL and LFTL)havereceived all requisite permissions or approvals from the Macau au

88、thorities to operate their businesses in Macau,including but notlimited to their business registration certificates.To the best of our knowledge,no permissions or approvals to operate have beendenied by the Macau authorities.However,we have been advised by Vong Hin Fai Lawyers&Private Notary that un

89、certainties stillexist,due to the possibility that laws,regulations,or policies in Macau could change rapidly in the future.In addition,we are subject to Macau laws and regulations that are generally applicable to Macau entities,including Macau lawsand regulations that result in oversight over data

90、security and anti-monopoly.Our majority-owned indirect operating subsidiaries,ZGM,LICCL,LMSL and LFTL as the Macau registered entities,are subject to Macau laws generally applicable to Macau entities.We believe our Macau subsidiaries are compliant with the laws and regulations governing its existenc

91、e and operations in Macau,including without limitation,laws and regulations relating to data security and anti-monopoly.However,we have been advised byVong Hin Fai Lawyers&Private Notary that uncertainties still exist,for example,if our subsidiaries in Macau in the future start toprocess personal da

92、ta that requires such authorization but fail to obtain it,or violate relevant laws about anti-monopoly,it cannot beruled out that it will have an impact on the companys business.Based on the opinion of Beijing Dacheng Law Offices,LLP,our PRC counsel,that based on their understanding of the currentPR

93、C laws,since the Company has no subsidiary in the mainland China and the Company and its subsidiaries currently have nomaterial operations in the mainland China,and as of the date of this prospectus,the Company and its subsidiaries are not required toobtain any permissions or approvals from PRC auth

94、orities before listing in the U.S.and to issue our Ordinary Shares to foreigninvestors,including the CAC or the CSRC because(i)the CSRC currently has not issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the

95、 Company operates in Macauand is not included in the categories of industries and companies whose foreign securities offerings are subject to review by theCSRC or the CAC.We also understand that ZGCL and its subsidiaries are not required to obtain any permissions or approvals fromany Chinese authori

96、ties to operate their businesses as of the date of this prospectus.No permissions or approvals have been appliedfor by the Company or denied by any relevant authority.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the fut

97、ure.In the event that(i)the PRC government expands the categories of industries and companies whose foreign securities offeringsare subject to review by the CSRC or the CAC or if applicable laws,regulations or interpretations change and ZGCL and itssubsidiaries,are required to obtain such permission

98、s or approvals,(ii)ZGCL,ZGM,LIC,LMS,and LFT inadvertently conclude thatrelevant permissions or approvals were not required or(iii)ZGCL,ZGM,LIC,LMS,and LFT did not receive or maintain relevantpermissions or approvals required,any action taken by the PRC government could significantly limit or complet

99、ely hinder ouroperations in Macau and our ability to offer or continue to offer securities to investors and could cause the value of our securities tosignificantly decline or be worthless.We also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection o

100、n ourauditor,which may cause our securities to be delisted from a U.S.stock exchange or prohibited from being traded over-the-counterin the future under the Holding Foreign Companies Accountable Act,or the HFCAA,if the U.S.Securities and ExchangeCommission(the“SEC”)determines that we have filed annu

101、al report containing an audit report issued by a registered publicaccounting firm that the PCAOB has determined it is unable to inspect or investigate completely for three consecutive yearsbeginning in 2021.On June 22,2021,the U.S.Senate passed Accelerating Holding Foreign Companies Accountable Act

102、and onDecember 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law by President Biden,which contained,among other things,an identical provision to Accelerating Holding ForeignCompanies Accountable Act and amended the Holding Fo

103、reign Companies Accountable Act by requiring the SEC to prohibit anissuers 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 before our Ordinary Shares may be prohibited from trading

104、or delisted.The delisting orthe cessation of trading of our Ordinary Shares,or the threat of their being delisted or prohibited from being traded,may materiallyand adversely affect the value of your investment.On December 16,2021,the PCAOB issued a report to notify the SEC itsdeterminations that it

105、was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Macau,respectively,and identified the registered public accounting firms in mainland China and Macau that were subjectto such determinations.The auditor of the Company,WWC,P.C.,headq

106、uartered in San Mateo,California,were not among theauditor firms listed on the determination list issued by the PCAOB,which noted all of the auditor firms that the PCAOB was not ableto inspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol,

107、orthe Protocol,governing inspections and investigations of audit firms based in China and Macau.The Protocol remains unpublishedand is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discr

108、etion to select any issuer audits for inspection or investigation and has the unfettered abilityto transfer information to the SEC.On December 15,2022,the PCAOB determined that the PCAOB was able to secure completeaccess to inspect and investigate registered public accounting firms headquartered in

109、mainland China and Macau and voted to vacateits previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB will consider the need to issue a new determination.Our securities may be delisted or prohibitedfro

110、m trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.ZGCL is a holding company registered and incorporated in the Cayman Islands,and we may rely on dividends and otherdistributions on equity paid by our subsidiaries in Macau for our cash and

111、financing requirements,including the funds necessary topay dividends and other cash distributions to our shareholders and to service any debt we may incur.During the years endedSeptember 30,2024 and 2023,there were no cash transferred between ZGCL and its subsidiaries.During the year ended September

112、30,2024,ZGCL transferred HKD 150,000 to ZGM through bank account transfer for the purpose of intra group cash management.ZGCL did not declare and pay any dividends during the years ended 2024 and 2023,respectively,to its shareholders.We do not haveany current intentions to distribute further earning

113、s.If we determine to pay dividends on any of our Ordinary Shares in the future,asa holding company,we will be dependent on receipt of funds from ZGM by way of dividend payments.ZGCL is a Cayman Islandscompany,and ZGM is Macau company.There are currently no restrictions on foreign exchange and there

114、are no limitations on theability of ZGCL to transfer cash to or from ZGM or to investors under Macau Law,not excluded the PRC government may takesinterventions in or the imposition of restrictions and limitations on the ability of ZGCL,ZGM to transfer cash and/or assets in thefuture subject to legal

115、 requirements.In this situation,it may not be available to fund operations or for other uses outside of Macau.Since there are currently no limitations on the ability of ZGCL to transfer cash to or from ZGM or to investors under Macau Law,ZGCL has not established cash management policies that dictate

116、 how funds are transferred.See“Dividend Policy”,“Transfers ofCash To and From Our Subsidiaries”,“Summary Consolidated Financial Data and Consolidated Statements of Change inShareholders Equity”in the Report of Independent Registered Public Accounting Firm,and Risk Factor“We may rely on dividendsand

117、other distributions on equity paid by our subsidiaries to fund our cash and financing requirements,and any limitation by Macauor PRC Government on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability toconduct our business.”for more information I

118、nvesting in our Ordinary Shares is highly speculative and involves a high degree of risk.Before buying any shares,youshould carefully read the discussion of material risks of investing in our Ordinary Shares in“Risk Factors”beginning onpage 13 of this prospectus.We are an“emerging growth company”as

119、defined under the federal securities laws and,as such,will be subject toreduced public company reporting requirements.See“Prospectus Summary Implications of Being an Emerging GrowthCompany and a Foreign Private Issuer”for additional information.Neither the U.S.Securities and Exchange Commission nor

120、any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminaloffense.Per Share Total Initial public offering price(1)$4.50$6,750,000 Underwriting discounts(2)$0.315$472,500 Proceeds

121、,before expenses,to us$4.185$6,277,500 (1)Initial public offering price per share is assumed at US$4.50,which is the midpoint of the range set forth on the cover page ofthe prospectus.(2)We have engaged Cathay Securities,Inc.to act as the representative of the underwriters(the“Representative”)and ha

122、ve agreedto pay the underwriters for this offering,a discount equal to seven percent(7%)of the gross proceeds of the offering.In additionto the underwriting discounts,we have also agreed to reimburse the underwriters a non-accountable expense allowance equal toone percent(1%)of the gross proceeds of

123、 the offering.See the section titled“Underwriting”beginning on page 104 of thisprospectus for additional disclosure regarding underwriter compensation and offering expenses.We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket

124、expenses)to be approximately$1,145,673,exclusive of the above discounts.In addition,we will pay additional items of value inconnection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds av

125、ailable to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the sharesif any such shares are taken.We have granted the underwriters an option for a period of forty-five(45)days after the effecti

126、ve date ofthis registration statement to purchase up to fifteen percent(15%)of the total number of Ordinary Shares offered by us pursuant tothis offering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offeringprice less the underwrit

127、ing discounts.If the underwriters exercise the option in full,the total underwriting discounts payable will be$543,375 based on an assumed initial public offering price of$4.50 per Ordinary Share,and the total gross proceeds to us,beforeunderwriting discounts and expenses,will be$7,762,500.The under

128、writers expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”,on or about*,2025.The date of this prospectus is ,2025.TABLE OF CONTENTS PageProspectus Summary1Risk Factors13Special Note Regarding Forward-Looking Statements36Industry And Market Data37Use of Proceeds38D

129、ividend Policy39Capitalization40Dilution41Exchange Rate Information42Managements Discussion and Analysis of Financial Condition and Results of Operations43Industry Overview55Business64Corporate History and Structure65Regulations75Management80Related Party Transactions84Principal Shareholders85Descri

130、ption of Securities86Shares Eligible for Future Sale97Material Income Tax Considerations99Underwriting104Enforcement of Civil Liabilities114Expenses Related to this Offering116Legal Matters117Experts117Where You Can Find Additional Information118Index to Consolidated Financial StatementsF-1 i We are

131、 responsible for the information contained in this prospectus and any free writing prospectus we prepare orauthorize.We have not,and the underwriters have not,authorized anyone to provide you with different information,and weand the underwriters take no responsibility for any other information other

132、s may give you.We are not,and the underwritersare not,making an offer to sell our Ordinary Shares in any jurisdiction where the offer or sale is not permitted.You shouldnot assume that the information contained in this prospectus is accurate as of any date other than the date on the front coverof th

133、is prospectus,regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares.For investors outside the United States:Neither we nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction,other

134、than the United States,where action for that purpose isrequired.Persons outside the United States who come into possession of this prospectus must inform themselves about,and observeany restrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside the U

135、nited States.ZGCL is a holding company registered and incorporated in the Cayman Islands and a majority of our outstanding securities areowned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,or the SEC,we currently qualify fortreatment as a“foreign private issuer.”

136、As a foreign private issuer,we will not be required to file periodic reports and financialstatements with the U.S.Securities and Exchange Commission,or the SEC,as frequently or as promptly as domestic registrantswhose securities are registered under the Securities Exchange Act of 1934,as amended,or

137、the Exchange Act.Until and including*,2025(twenty-five(25)days after the date of this prospectus),all dealers that buy,sell or tradeour Ordinary Shares,whether or not participating in this offering,may be required to deliver a prospectus.This deliveryrequirement is in addition to the obligation of d

138、ealers to deliver a prospectus when acting as underwriters and with respect totheir unsold allotments or subscriptions.ii CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires,all references in this prospectus to the terms:The“Company,”“we,”“us,”“our”

139、,“ZGCL”,and“Zenta Cayman”are to Zenta Group Company Limited,the Cayman Islandsentity that will issue the Ordinary Shares being offered.References to the“Group”refer to ZGCL and its subsidiaries.“Companies Act”are to the Companies Act(Revised)of the Cayman Islands,as amended,supplemented,or modified

140、from timeto time“Controlling Shareholder”are to Ng Wai Ian.“Exchange Act”are to the U.S.Securities Exchange Act of 1934,as amended.“IPO”are to an initial public offering of securities.“Lason Investment”,“LIC”,and“LICCL”are to Lason Investment Consulting Company Limited,our Macau operatingsubsidiary.

141、“Lason Management”,“LMS”,and“LMSL”are to Lason Management Service Limited,our Macau operating subsidiary.“Lapis Financial Technology”,LFT”,and“LFTL”are to Lapis Financial Technology Limited,our Macau operating subsidiary.“MOP”is to the legal currency of Macau.“HKD”or“HK$”are to the legal currency of

142、 Hong Kong.“$”or“U.S.dollars”refersto the legal currency of the United States.“Macau”are to Macau Special Administrative Region of the Peoples Republic of China(MSAR).“Ordinary Shares”or“Shares”are to our ordinary shares,par value$0.001 per share.“PCAOB”are to the U.S.Public Company Accounting Overs

143、ight Board.“PR”are to the public relations industry.“PRC”,“China”or“Mainland China”are to the Peoples Republic of China.“Securities Act”are to the U.S.Securities Act of 1933,as amended.“Zenta Macau”,“ZGM”,and“ZGCL Macau”are to Zenta Group Company Limited,our holding company subsidiary in Macau.We ha

144、ve made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown astotals in some tables may not be an arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectus assumes no unde

145、rwriters over-allotment option.ZGCL is a holding company registered and incorporated in the Cayman Islands with operations conducted in Macau through itsoperating subsidiaries in Macau,Zenta Macau,Lason Investment,Lason Management and Lapis Financial Technology.Thereporting currency of Zenta Macau,L

146、ason Investment,Lason Management and Lapis Financial Technology are in USD.Thisprospectus contains translations of MOP into U.S.dollars solely for the convenience of the reader.Unless otherwise noted,alltranslations from MOP to U.S.dollars and from U.S.dollars to MOP in this prospectus were calculat

147、ed at an average rate of MOP8.0462 to USD 1.00 and MOP 8.0673 to USD 1.00 for FY 2024 and FY 2023,respectively.We make no representation that the MOPor U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars or MOP,as the case maybe,at any particular

148、rate or at all.ZGCLs fiscal year ends on September 30 on the year of its incorporation and each of the following years.iii PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of theinformation you should consider before inve

149、sting in our Ordinary Shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and our consolidatedfinancial statements and the related notes thereto,in each case included in this prospectus.

150、You should carefully consider,amongother things,the matters discussed in the section of this prospectus titled“Business”before making an investment decision.Overview We are a professional services provider in Macau that engages in the provision of industrial park consultation services,businessinvest

151、ment consultation services to clients through LIC,and sales of fintech products and services through LFT,our key operatingsubsidiaries in Macau.For the years ended September 30,2023 and 2024,industrial park consultation services,business investment consultationservices and fintech services were the

152、main sources of revenue for the Group.For the year ended September 30,2023,we finished 8projects in industrial park consultation services and 4 projects in business investment consultation services,but the revenue fromfintech business was nil.For the year ended September 30,2024,we finished 4 projec

153、ts in business investment consultation services,our fintech business grew strongly and accounted for 70.5%of our revenue.ZGCL is a holding company registered and incorporated in the Cayman Islands,and we may rely on dividends and otherdistributions on equity paid by our subsidiaries in Macau for our

154、 cash and financing requirements,including the funds necessary topay dividends and other cash distributions to our shareholders and to service any debt we may incur.During the year endedSeptember 30,2023,there were no cash transferred between ZGCL and its subsidiaries.During the year ended September

155、 30,2024,ZGCL transferred HKD 150,000 to ZGM through bank account transfer for the purpose of intra group cash management.Since thereare currently no limitations on the ability of ZGCL to transfer cash to or from ZGM or to investors under Macau Law,ZGCL has notestablished cash management policies th

156、at dictate how funds are transferred.See“Dividend Policy”,“Transfers of Cash To and FromOur Subsidiaries”,“Summary Consolidated Financial Data”and“Consolidated Statements of Change in Shareholders Equity”in theReport of Independent Registered Public Accounting Firm for further details.Industrial Par

157、k Consultation Services Building on our experiences in consulting for clients from the GuangdongHong KongMacau Greater Bay Area(the“GreaterBay Area”)of China,we assist our customers in the preparation and submission of applications relating to industrial park projects toPRC government units,and nego

158、tiate with relevant government units or supervising organizations on the clients behalf through oursubsidiary LIC.Our industrial park consultation services include:(i)project development consultation service,(ii)agency service of sales andleasing,(iii)property management and financial advisory servi

159、ce,(iv)advisory on operation improvement service,(v)advisory onselection of suppliers/builders process service,and(vi)feasibility study report service(for compliance with investment acquisitionreference).We currently focus on the pre-development stage of the industrial park consultation services.In

160、the near future,we also intend tobegin operations on post-development stage services through our subsidiary,LMS,subject to timing of industrial park projects in ourproject chain.Business Investment Consultation Services Our business investment consultation services are divided into mergers and acqui

161、sitions consultation services and administrativeservices.For our investment brokerage consultation services,we mainly assist our clients in acquiring a stake in specific investmentswhich is normally in the form of equity ownership.We primarily target high net worth individuals,corporations,and profe

162、ssionalinvestment institutions in Macau,Hong Kong,Southeast Asia,and other regions.These clients generally have a positive outlook onthe economic development prospects of the Greater China region,especially in mainland China,and are seeking investmentopportunities in equity and project investments i

163、n mainland China,Hong Kong,and Macau.Through LIC,we assist clients to acquire stakes in investment opportunities,typically in the form of equity ownership.Weengage third-party seasoned professionals to advise us on transaction structure,and to provide legal and compliance support tonavigate regulato

164、ry landscapes in cases of need,to enable us to perform our registration services in a prudent manner.As of the dateof this prospectus,we have received all requisite permissions or approvals from the Macau authorities to operate our businesses inMacau,and we are not required to obtain any permissions

165、 or approvals from any Chinese authorities.See page 8 in the section titled“Permission Required From Macau and Chinese Authorities”.We dont engage in consultation on securities trading and as such weare not required to apply for financial service licenses,and do not provide services such as research

166、 report or financial advisoryservices.We currently provide administrative services to Ione Group,a shareholder of the Company.For more information,see“RelatedParty Transactions”.Our administrative services include handling and managing corporate documents,maintainingand updating corporate changes an

167、d registrations,providing registered offices,and filing income taxreturns.We provide a set of integrated administrative services(stand-ready obligations)over a fixed period,with the customerhaving no explicit limit on the use of services within this period.According to our agreement with Ione Group,

168、the customer isrequired to pay a monthly fee for administrative services.In practice,the Company issues invoices to customer on a quarterly basisfor these services,consolidating three months of fees into one invoice and payment is due from the date of billing.The customerpays before the end of the q

169、uarters.Fintech Products and Services We believe that fintech products,with potential integration with AI,will offer us a large and promising development opportunityin terms of demand and market potential.By integrating consulting services with fintech services,we can differentiate ourselvesfrom com

170、petitors and establish a higher brand value in the industry.We have devoted resources into developing our fintech businesssince the second half of 2023,and signed a fintech services contract with our first customer in January 2024.From January 2024 toAugust 5,2024,our fintech business consists of ac

171、ting as an intermediary distributor of products offered by our supplier,Guo YanInnovation Technology(Macau)Co.Ltd.(“Guo Yan”).We did not pay any fees to our supplier,and received commission based onsuccessful engagements with clients.We typically entered into distribution agreements with our supplie

172、r,Guo Yan,and then engagedthe client directly.We then issued invoices to the client,and received a portion of the end payment from the client as commission,while the remaining portion was provided to the supplier for their fees.On August 5,2024,we acquired ownership of a set of fintechplatform produ

173、cts consisting of 2 fintech platforms and 6 AI models(the“Acquired Fintech Products”)from our supplier,Guo Yan,that analyses customer credit risk and customer consumption behaviors.Currently,our fintech business include selling the AcquiredFintech Products,and we intend to continue acting as an inte

174、rmediary distributor for other fintech products offered by our supplier,Guo Yan,as well as other future potential suppliers.As part of our upcoming strategy,we plan to further develop proprietary fintech solutions and platforms aiming at banking andfinancial industries,potentially integrated with AI

175、,through our subsidiary LFT and based on our existing resource network.In thefuture,we plan to acquire fintech solution companies and/or further expand our fintech services business by recruiting technical staffwith relevant experience in fintech development.See“Our Strategies Expanding Our Business

176、 by Developing Fintech Services”for more information.1 Our Industry Chinas industrial park policy is one of the key outcomes of the“reform and opening up”policy that China adopted in 1978.Guided by this policy,Chinas industrial parks have played a significant role in driving Chinas economic developm

177、ent,the growthof the industrial sector and,more broadly,its internationalization.Over the last four decades,Chinas industrial park developmenthas evolved through various development stages,ranging from an experimentation-and-exploration period,to todays reform-and-innovation period.They have signifi

178、cantly contributed to Chinas remarkable economic and social transformation,rapidtechnological development and scientific innovation.Industrial parks played an indispensable role in promoting regional economicdevelopment,institutional reforms and the opening up of its economy,setting the stage for Ch

179、inas industrialization.An industrialparks operation goals consist of promoting economic development,ensuring social services,protecting the environment andsupporting inter-park cooperation.In 2022,there are 2,726 state-level and provincial-level development zones in China,including626 national-level

180、 development zones and 2,100 provincial-level development zones.The industrial park consultation services industry in China sees increased competition,primarily due to the on-going regulatoryreforms,rapid technological innovation,evolving industry standards,and increasing demand for higher levels of

181、 client experience.The market is relatively fragmented as estimated there were over 1,000 market participants in the industrial park consultationservices industry in China.The major international market participants include CBRE,Jones Lang LaSalle,Savills,Cushman&Wakefield,Colliers International.Chi

182、nas business investment consultation services industry is developing rapidly.With the deepening of reform and opening uppolicies,the investment consultation services industry has experienced rapid development from a lack of services to diversifiedservices,as well as rapid changes in integration and

183、expansion.In the process of Chinas economic development,the businessinvestment consultation services industry has played an important role in economic growth.The competitive landscape of Chinasinvestment services industry is dominated by state-owned enterprises and large-scale private enterprises.St

184、ate-owned enterprises ofbusiness investment consultation include subsidiaries under major state-owned commercial and investment banks and securitiescompanies.Large-scale private enterprises of business investment consultation mainly refer to subsidiaries under foreign investmentbanks,local commercia

185、l and investment banks,and securities companies.As these enterprises have multiple or even full array offinancial service licenses,they can provide added value services to their clients looking for full business investment consultationservices.Together with their brand name advantage and numbers of

186、branches in major cities in China,small business investmentconsultation firms are facing heavy competitive pressure.According to data from the National Bureau of Statistics of China,the full-year gross domestic product(GDP)in 2023 wasapproximately RMB126.1 trillion(US$17.4 trillion),a year-on-year(Y

187、oY)increase of 5.2%.Through GDP breakdown by sectors in2023,the added value of Chinas tertiary sector(services)recorded the highest growth rate among the three industry segments,increase 5.8%YoY to reach RMB68.8 trillion(US$9.7 trillion).The total assets of financial institutions were RMB452.82 tril

188、lion(US$62.6 trillion)with a YoY increase of 9.5%.However,in 2023,there were 8,821 M&A transactions in China,a YoY drop of5.18%.The total transaction size was RMB1,898.9 billion,a YoY drop of 22.86%.Fintech services(Banking and Finance)include big data,cloud computing,artificial intelligence,blockch

189、ain and other emergingcutting-edge technologies,and are widely used in payment and settlement,loan financing,wealth management,retail banking,insurance,transaction settlement and other fields.Fintech relies on the Internet and mobile terminals to promote innovation infinancial markets,financial inst

190、itutions and financial services,and has a significant impact on financial markets,institutions andfinancial service providers.For the time being,making use of fintech and big data technology to provide marketing solutions andrisk control solutions to banks and financial institutions is one of the ma

191、jor sources of revenue for fintech companies.Fintech and big data technology are widely deployed in banking industry.Fintech solutions such as the Data&MarketingSolutions from Alkami,the Data Driven Marketing platform from Q2 Holdings,and the Credit and Non-Credit Onboarding Platformfrom nCino are u

192、sed in the banking and financial industries in USA.To develop our fintech services business,in the short andmedium term,we aim to focus on providing marketing solutions and risk control solutions to banks and financial institutions,utilizing AI algorithm and big data technology.Meanwhile in China an

193、d Asia,there are also some fintech companies focusingproviding fintech and big data services to banking and financial industries.Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:Reputable brandingStrong local resource networkDomestic and inte

194、rnational investment capabilitiesPossessing a professional team with innovative spirit and capabilities Please see“Competitive Strengths”in the Business section on page 67 for more information.Our Strategies We intend to pursue the following strategies to further expand our business:Further strength

195、en our industrial park and business investment consultation businesses through recruitment and teamexpansionExpand our market position in other international markets,particularly in Southeast Asian countriesExpanding our business by further developing fintech servicesContinue building on our brand P

196、lease see“Our Strategies”in the Business section on page 68 for more information.2 Corporate History and Structure We are offering 1,500,000 Ordinary Shares,representing 12.95%of the issued and outstanding Ordinary Shares of ZGCLfollowing completion of the offering.The chart below illustrates our co

197、rporate structure and identifies our subsidiaries as of the dateof this prospectus and upon completion of this offering.For more detail on corporate history,please refer to“Corporate History andStructure”.*Before/After this offering,assuming no exercise of Representatives over-allotment option.1.Oth

198、er Shareholders:None of the Other Shareholders are Principal Shareholders of the Company.2.Ng Wai Ian is our Director,Chairman and Chief Executive Officer.For more information,see Management on page 80 andPrincipal Shareholders on page 85 of this prospectus.3.Sou Weng Seng is our Director and Chief

199、Operating Officer.For more information,see Management on page 80 and PrincipalShareholders on page 85 of this prospectus.4.On June 24,2024,Ione Group Company Limited entered into a Consultancy Agreement with a consultant(the“Consultant”),pursuant to which the Consultant will provide consultancy serv

200、ices to help generally guide Ione Group Company Limited,andas consideration for the services the Ione Group will transfer,at least 1 day prior to the effectiveness of the RegistrationStatement,4%of the enlarged issued share capital of Zenta Group Company Limited after this offering,to the Consultant

201、.Priorto the effectiveness of the registration statement,Ione Group Company will transfer 4.60%of the issued share capital of ZentaGroup Company Limited to the Consultant.On July 2,2024,Ione Group Company Limited entered into a ConsultancyAgreement with a consulting company(the“Consulting Company”),

202、pursuant to which the Consulting Company will provideconsultancy services to help generally guide Ione Group Company Limited,and as consideration for the services the Ione Groupwill transfer,at least 1 day prior to the effectiveness of the Registration Statement,1%of the enlarged issued share capita

203、l ofZenta Group Company Limited after this offering,to the Consulting Company.Prior to the effectiveness of the registrationstatement,Ione Group Company will transfer 1.15%of the issued share capital of Zenta Group Company Limited to theConsulting Company.See Principal Shareholders on page 85 of thi

204、s prospectus for more information.Zenta Group Company Limited is a holding company registered and incorporated in the Cayman Islands on March 20,2023.3 Subsidiary Name Background Ownership Zenta Macau A Macau company Formed on September 12,2019 Holding Company subsidiary 100%owned by ZGCL Lason Inve

205、stment A Macau company Formed on November 12,2019 Provision of industrial park consultation services 100%owned by Zenta Macau Lason Management A Macau company Formed on March 24,2022 Project investment and management 100%owned by Zenta Macau Lapis Financial Technology A Macau company Formed on June

206、15,2023 Provision of fintech services 100%owned by Zenta Macau On September 12,2019,Zenta Macau was incorporated under the laws of Macau to engage in project investment and planning,industrial development research,engineering construction,project management,and property management services.Theshareh

207、olders were Ione Group Company Limited(90%)and Ng Wai Ian(10%)at the time of its establishment.On June 20,2023,Ione Group Company Limited(90%)and Ng Wai Ian(10%)transferred the shares they held to ZGCL,as a result,Zenta Macaubecame a wholly owned subsidiary of ZGCL.On November 12,2019,Lason Investme

208、nt(formerly known as Wanqu Tong Commercial Services Limited)was incorporatedunder the laws of Macau to engage in business planning,management and consulting services,market development research,andproject management.The shareholders were Zenta Macau(90%)and Ng Wai Ian(10%)at the time of its establis

209、hment.Subsequently,Zenta Macau(90%)and Ng Wai Ian(10%)transferred the shares they held to Leung Lai Hong(62%)and Chan KongPan(38%)on August 29,2022.On February 15,2023,Leung Lai Hong(62%)and Chan Kong Pan(38%)transferred the shares theyheld back to Zenta Macau,and,at the same time,the company name w

210、as changed to Lason Investment Consulting Company Limitedand the business objects were changed to business management consulting,equity consulting,market research and investigation,external investment with own funds.On March 31,2023,Lason Investment changed its the business objects to business manag

211、ementconsulting,equity consulting,investment consulting,financial consulting,market research and investigation,and external investmentwith own funds.Lason Investment is wholly owned by Zenta Macau.On March 24,2022,Lason Management(formerly known as Zhirui Industry Investment Co.,Ltd.)was incorporate

212、d under thelaws of Macau to engage in industrial investment and operation,project investment and management,investment planning andconsulting services,business consulting services,and trading business.The shareholders were Leung Lai Hong(60%)and Choi KinFong(40%)at the time of its establishment.In M

213、ay 15,2023,Leung Lai Hong(60%)and Choi Kin Fong(40%)transferred theshares they held to Zenta Macau,and,at the same time,the company name was changed to Lason Management Service Limited andthe business objects were changed to investment development,management services and operation services for the c

214、ompanys ownindustrial parks,incubators,accelerators and other industries;management services and operation services for its own investmentprojects.Lason Management is wholly owned by Zenta Macau.On June 15,2023,Lapis Financial Technology was incorporated under the laws of Macau to engage in fintech

215、R&D andtechnical support,consulting services,computer system integration,digital technology,information system infrastructure,anddatabase services.The shareholders were Zenta Macau(68%)and Guo Jianrun(32%)at the time of its establishment.On July 25,2023,Guo Jianrun(32%)transferred the shares he held

216、 to Zenta Macau.Lapis Financial Technology is wholly owned by ZentaMacau.4 We will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after the completionof this offering,Ng Wai Ian,our controlling shareholder(“Controlling Shareholder”)will beneficially own in

217、 aggregate 53.35%ofour total issued and outstanding Shares,representing 53.35%of the total voting power.See“Principal Shareholders”for moreinformation.As a result,Ng Wai Ian will have the ability to control the outcome of certain matters submitted to shareholders forapproval through its controlling

218、ownership of the company,such as the election of directors,amendments to our organizationaldocuments and any merger,consolidation,sale of all or substantially all of our assets or other major corporate transactions.Transfers of Cash To and From Our Subsidiaries ZGCL is a holding company registered a

219、nd incorporated in the Cayman Islands,and we may rely on dividends and otherdistributions on equity paid by our subsidiaries in Macau for our cash and financing requirements,including the funds necessary topay dividends and other cash distributions to our shareholders and to service any debt we may

220、incur.Cash is transferred through our organization in the following manner:(i)funds are transferred to ZGM,our operating subsidiaryin Macau,from ZGCL as needed in the form of capital contributions or shareholder loans,as the case may be;and(ii)dividends orother distributions may be paid by ZGM to ZG

221、CL.During the year ended September 30,2023 and 2022,there were no cash transferred between ZGCL and its subsidiaries.Duringthe year ended September 30,2024,ZGCL transferred HKD 150,000 to ZGM through bank account transfer for the purpose of intragroup cash management.Since there are currently no lim

222、itations on the ability of ZGCL to transfer cash to or from ZGM or to investors under MacauLaw,ZGCL has not established cash management policies that dictate how funds are transferred.See“Dividend Policy”,“SummaryConsolidated Financial Data”and“Consolidated Statements of Change in Shareholders Equit

223、y”in the Report of IndependentRegistered Public Accounting Firm for further details.Current Macau regulations permit our subsidiaries to pay dividends or make other distributions to us.According to Macau law,no tax is payable in Macau in respect of dividends paid by us.However,to the extent that cas

224、h and/or assets are in Macau or a Macauentity,not excluded the PRC government may takes interventions in or the imposition of restrictions and limitations on the ability ofZGCL,Zenta Macau,Lason Investment,Lason Management or Lapis Financial Technology to transfer cash and/or assets in thefuture sub

225、ject to legal requirements.In this situation,it may not be available to fund operations or for other uses outside of MacauAny limitation on the ability of our Macau subsidiaries to pay dividends or make other distributions to us could materially andadversely limit our ability to grow,make investment

226、s or acquisitions that could be beneficial to our business,pay dividends,orotherwise fund and conduct our business.SUMMARY OF RISK FACTORS Our business is subject to a number of risks,including risks that may prevent us from achieving our business objectives or maymaterially and adversely affect our

227、 business,financial condition,results of operations,cash flows and prospects that you shouldconsider before making a decision to invest in our Ordinary Shares.These risks are discussed more fully in“Risk Factors”.Risks Relating to Doing Business in Macau,China(for a more detailed discussion,see“Risk

228、 Factors Risks Relating to DoingBusiness in Macau”beginning on page 13 of this prospectus)All our operations are in Macau.However,due to the long arm provisions under the current PRC laws and regulations andthe fact that changes in the policies,regulations,rules,and the enforcement of laws of the Ch

229、inese government may beimplemented quickly with little advance notice,the Chinese government may exercise significant oversight and discretionover the conduct of our business and may intervene in or influence our operations at any time,which could result in amaterial change in our operations and/or

230、the value of our Ordinary Shares.See page 13 in the section titled“Risk Factors.”If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/orforeign investment in China based issuers,such action may significantly limit or completely hinder o

231、ur ability to offer orcontinue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or beworthless.See page 14 in the section titled“Risk Factors.”If we become subject to the recent scrutiny,criticism and negative publicity involving U.S.-listed C

232、hina-based companies,we may have to expend significant resources to investigate and/or defend any allegations which could harm our businessoperations,this offering and our reputation and could result in a loss of your investment in our Ordinary Shares,inparticular if such matter cannot be addressed

233、and resolved favorably.See page 18 in the section titled“Risk Factors.”We are subject to Macau laws and regulations that are generally applicable to Macau entities,including Macau laws andregulations that result in oversight over data security.See page 18 in the section titled“Risk Factors.”We are s

234、ubject to Macau laws and regulations that are generally applicable to Macau entities,including Macau laws andregulations relating to anti-monopoly.See page 18 in the section titled“Risk Factors.”5 Risks Related to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Relate

235、d to Our Businessand Industry”beginning on page 19 of this prospectus)We rely on our key management and professional staff,the loss of whom may affect our operations.See page 19 in thesection titled“Risk Factors.”Any lack of requisite approvals,licenses or permits applicable to our business,or any n

236、on-compliance with relevant lawsand regulations,may have a material and adverse effect on our business,financial condition,results of operations andprospects.See page 19 in the section titled“Risk Factors.”Supplier concentration may expose us to significant performance risk.See page 20 in the sectio

237、n titled“Risk Factors.If we fail to keep our fintech services technology updated as the industry evolves,our growth,revenues and businessprospects may be materially and adversely affected.See page 20 in the section titled“Risk Factors”.We may not be able to protect our intellectual property rights.S

238、ee page 21 in the section titled“Risk Factors”.We may fail to protect our fintech services products from cyber-attacks,which may adversely affect our reputation,customer base and business.See page 21 in the section titled“Risk Factors”.If we fail to protect customer data and privacy,our reputation,f

239、inancial condition and results of operations will bematerially and adversely affected.See page 21 in the section titled“Risk Factors”.We are subject to various risks due to potential violation of obligations and standards applicable to us.See page 22 in thesection titled“Risk Factors.”We may be unab

240、le to successfully implement our future business plans.See page 23 in the section titled“Risk Factors.”The revenue from our consultation business is non-recurring in nature and our profitability is highly unpredictable.See page24 in the section titled“Risk Factors.”Since we do not have long-term exc

241、lusive service agreements with our existing clients in respect of our consultationservices,it is difficult to predict our future results of operations.See page 25 in the section titled“Risk Factors.”The financial condition of our clients may deteriorate and their fee settlement to us may be slow,whi

242、ch may adverselyaffect our cash flows,working capital,financial condition and results of operations.See page 25 in the section titled“RiskFactors.”We face risks associated with pressure on the level of our service fees.See page 25 in the section titled“Risk Factors.”Property development projects in

243、industrial parks may not complete on time,or at all,which will adversely affect ourindustrial park consultation business.See page 26 in the section titled“Risk Factors.”We may be unable to identify or help our clients acquire desired development sites at commercially reasonable costs.Seepage 26 in t

244、he section titled“Risk Factors.”Economic volatility and market uncertainty may impact demand for industrial properties,potentially affecting the ourrevenue streams and profitability.See page 26 in the section titled“Risk Factors.”The risks associated with the enforcement of civil liabilities in Maca

245、u.See page 26 in the section titled“Risk Factors.”Risks Related to Our Corporate Structure(for a more detailed discussion,see“Risk Factors Risks Related to Our CorporateStructure”beginning on page 27 of this prospectus)We may rely on dividends and other distributions on equity paid by our subsidiari

246、es to fund our cash and financingrequirements,and any limitation by Macau or PRC Government on the ability of our subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct our business.See page 27 in the section titled“Risk Factors.”Risks Related to our Ordina

247、ry Shares(for a more detailed discussion,see“Risk Factors Risks Related to our OrdinaryShares”beginning on page 28 of this prospectus)There has been no public market for our Shares prior to this offering,and you may not be able to resell our Ordinary Sharesat or above the price you pay for them,or a

248、t all.See page 28 in the section titled“Risk Factors.”If we fail to meet applicable listing requirements,Nasdaq may delist our Ordinary Shares from trading,in which case theliquidity and market price of our Ordinary Shares could decline.See page 28 in the section titled“Risk Factors.”Substantial fut

249、ure sales or perceived sales of our Ordinary Shares in the public market could cause the price of our ordinaryshares to decline.See page 29 in the section titled“Risk Factors.”If you purchase our Ordinary Shares in this offering,you will incur immediate and substantial dilution in the book value ofy

250、our shares.See page 29 in the section titled“Risk Factors.”Our directors,officers and principal shareholders have significant voting power and may take actions that may not be in thebest interests of our other shareholders.See page 29 in the section titled“Risk Factors.”Our management has broad disc

251、retion to determine how to use the funds raised in the offering and may use them in waysthat may not enhance our results of operations or the price of our Ordinary Shares.See page 29 in the section titled“RiskFactors.”We do not intend to pay dividends for the near future.See page 30 in the section t

252、itled“Risk Factors.”Investors may have difficulty enforcing judgments against us,our directors and management.See page 31 in the sectiontitled“Risk Factors.”As a foreign private issuer,we are permitted to adopt certain home country practices in relation to corporate governancematters that differ sig

253、nificantly from Nasdaq corporate governance listing standards.These practices may afford lessprotection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.See page 33 in the section titled“Risk Factors.”We may lose our foreign private issuer

254、 status in the future,which could result in significant additional costs and expenses.See page 34 in the section titled“Risk Factors.”We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reducedreporting requirements.See page 34 in the section

255、titled“Risk Factors.”We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerginggrowth company”.See page 34 in the section titled“Risk Factors.”The market price of our Ordinary Shares may be volatile or may decline regardless of our opera

256、ting performance,and youmay not be able to resell your shares at or above the public offering price.See page 35 in the section titled“Risk Factors.”6 Recent Regulatory Developments in the PRC We are aware that,recently,the PRC government initiated a series of regulatory actions and statements to reg

257、ulate businessoperations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures toextend the scope of c

258、ybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document to crack down on illegal activities in the securities market and promot

259、e the high-qualitydevelopment of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve

260、 the system of extraterritorial application of the PRC securities laws.On December 24,2021,the CSRCreleased the Draft Administrative Provisions and the Draft Filing Measures,both of which had a comment period that expired onJanuary 23,2022.The Draft Administrative Provisions and Draft Filing Measure

261、s regulate the administrative system,record-filingmanagement,and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by“domesticenterprises”.The Draft Administrative Provisions specify that the CSRC has regulatory authority over the“overseas sec

262、uritiesoffering and listing by domestic enterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC ifthey wish to list overseas.On February 17,2023,the CSRC released the Trial Measures and five supporting guidelines,which cameinto effect on March 31,2023.According to

263、the Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures and report relevant information to the CSRC;any failure to complywith such filling procedures may result in administrative penalties,such as an order

264、 to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,for public comment,which came into effect on March 31,2023.In the overseaslisting activities of domestic companies,domestic companies,as well as securities companies and securities service institutionsprovidin

265、g relevant securities services thereof,should establish a sound system of confidentiality and archival work,shall not disclosestate secrets,or harm the state and public interests.Furthermore,on July 10,2021,the CAC issued a revised draft of the Measures for Cybersecurity Review for public comment,wh

266、ich required that,among others,in addition to“operator of critical information infrastructure”,any“data processor”controllingpersonal information of more than one million users which seeks to list in a foreign stock exchange should also be subject tocybersecurity review,and further listed the factor

267、s to be considered when assessing the national security risks of the relevantactivities.On December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and several otheradministrations jointly issued the revised Measures for Cybersecurity Review,which became effective and replaced

268、 the existingMeasures for Cybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“online platformoperator”that is in possession of personal data of more than one million users intends to list in a foreign country,it must apply for acybersecurity review.Based on a set

269、of Q&A published on the official website of the State Cipher Code Administration in connectionwith the issuance of the Revised Review Measures,an online platform operator should apply for a cybersecurity review prior to thesubmission of its listing application with non-PRC securities regulators.More

270、over,the CAC released the draft of the Regulations onNetwork Data Security Management in November 2021 for public consultation,which among other things,stipulates that a dataprocessor listed overseas must conduct an annual data security review by itself or by engaging a data security service provide

271、r andsubmit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of thefollowing year.There is a general lack of guidance and substantial uncertainties exist with respect to their interpretation andimplementation of the Revised Review Me

272、asures.It remains unclear whether a Macau company that collects personal information from PRC individuals shall be subject to theRevised Review Measures.Based on the opinion of Beijing Dacheng Law Offices,LLP,our PRC counsel,that based on theirunderstanding of the current PRC laws we do not currentl

273、y expect the Revised Review Measures to have an impact on our business,our operations or this offering as we do not believe that ZGM,LIC,LMS and LFT would be deemed to be an“operator of criticalinformation infrastructure”or a“data processor”controlling personal information of more than one million u

274、sers,that would berequired to file for cybersecurity review before listing in the U.S.,because(i)ZGM,LIC,LMS and LFT are organized and operatingin Macau and it remains unclear whether the Revised Review Measures shall be applicable to Macau companies;(ii)ZGM,LIC,LMS and LFT operate without any subsi

275、diary or VIE structure in Mainland China;(iii)as of date of this prospectus,ZGM,LIC,LMS and LFT have in aggregate collected and stored personal information of less than 100 PRC individual clients,which is far lessthan one million users;and(iv)as of the date of this prospectus,ZGM,LIC,LMS and LFT hav

276、e not been informed by any PRCgovernmental authority of any requirement that they file for a cybersecurity review.However,there remains significant uncertaintyin the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.Following the adoption of the RevisedReview Measures

277、 into law and if ZGM,LIC,LMS and LFT are deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of more than one million users,the operation of our subsidiaries and the listing ofour Ordinary Shares in the U.S.could be subject to CACs cyb

278、ersecurity review.Nevertheless,since these regulatory actions and statements are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations andinterpretations will be modified or p

279、romulgated,if any.It is also highly uncertain what the potential impact such modified or newlaws and regulations will have on our daily business operations,our ability to accept foreign investments and the listing of ourOrdinary Shares on a U.S.or other foreign exchange.See“Risk Factors If the Chine

280、se government chooses to exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in China based issuers,such action may significantly limit or completely hinder our ability tooffer or continue to offer Ordinary Shares to investors and cause the value of o

281、ur Ordinary Shares to significantly decline or beworthless.”7 Permission Required From Macau and Chinese Authorities We have been advised by Vong Hin Fai Lawyers&Private Notary,our Macau counsel,that based on their understanding of thecurrent Macau laws,as of the date of this prospectus,the Company

282、and its subsidiaries Zenta Group Company Limited,LasonInvestment Consulting Company Limited,Lason Management Service Limited and Lapis Financial Technology Limited are notrequired to obtain any permissions or approvals from Macau authorities before listing in the U.S.and issuing our Ordinary Shares

283、toforeign investors.No such permissions or approvals have been applied for by the Company and its subsidiaries or denied by anyrelevant authorities.As of the date of this prospectus,all of our Macau subsidiaries(including ZGM,LICCL,LMSL and LFTL)havereceived all requisite permissions or approvals fr

284、om the Macau authorities to operate their businesses in Macau,including but notlimited to their business registration certificates.To the best of our knowledge,no permissions or approvals to operate have beendenied by any relevant authorities.However,we have been advised by Vong Hin Fai Lawyers&Priv

285、ate Notary that uncertaintiesstill exist,due to the possibility that laws,regulations,or policies in Macau could change rapidly in the future.Based on the opinion of Beijing Dacheng Law Offices,LLP,our PRC counsel,that based on their understanding of the currentPRC laws,since the Company has no subs

286、idiary in the mainland China and the Company and its subsidiaries currently have nomaterial operations in the mainland China,and as of the date of this prospectus,the Company and its subsidiaries are not required toobtain any permissions or approvals from PRC authorities before listing in the U.S.an

287、d to issue our Ordinary Shares to foreigninvestors,including the CAC or the CSRC because(i)the CSRC currently has not issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Company operates in Macauand is not

288、 included in the categories of industries and companies whose foreign securities offerings are subject to review by theCSRC or the CAC.We also understand that ZGCL and its subsidiaries are not required to obtain any permissions or approvals fromany Chinese authorities to operate their businesses as

289、of the date of this prospectus.No permissions or approvals have been appliedfor by the Company or denied by any relevant authorities.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the future.In the event that(i)the PRC go

290、vernment expands the categories of industries and companies whose foreign securities offeringsare subject to review by the CSRC or the CAC and we are required to obtain such permissions or approvals,(ii)we inadvertentlyconclude that relevant permissions or approvals were not required or(iii)we did n

291、ot receive or obtain relevant permissions orapprovals required,any action taken by the PRC government could significantly limit or completely hinder our operations in Macauand our ability to offer or continue to offer securities to investors and could cause the value of our securities to significant

292、ly declineor be worthless.In the event that we become subject to PRC laws or to the jurisdiction of Chinese authorities,we may incur material costs toensure compliance,be subject to fines,experience devaluation of securities or delisting,no longer conduct offerings to foreigninvestors,or no longer b

293、e permitted to continue our current business operations.8 Recent PCAOB Developments Our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.The HFCAA providedthat if our securities become listed on a national exchange or quoted on the over-the-counter mar

294、ket,trading in our securities may beprohibited under the HFCAA,and our securities may be subject to delisting if the PCAOB cannot inspect or completely investigateour auditor for three consecutive years beginning 2021.On June 22,2021,the U.S.Senate passed Accelerating Holding ForeignCompanies Accoun

295、table Act and on December 29,2022,the Consolidated Appropriations Act was signed into law by PresidentBiden,which contained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring the SE

296、C to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,thus reducingthe time before our Ordinary Shares may be prohibited from trading or delisted.On December 16,2021,the PCAOB issued a

297、reportto notify the SEC its determinations that it was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Macau,respectively,and identified the registered public accounting firms in mainland Chinaand Macau that were subject to such deter

298、minations.The auditor of the Company,WWC,P.C.,were not among the auditor firmslisted on the determination list issued by the PCAOB,which noted all of the auditor firms that the PCAOB was not able to inspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statemen

299、t of Protocol,or the Protocol,governing inspections and investigations of audit firms based in China and Macau.The Protocol remains unpublished and is subjectto further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOBshall have ind

300、ependent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transferinformation to the SEC.On December 15,2022,the PCAOB determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms hea

301、dquartered in mainland China and Macau and voted to vacate itsprevious determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB will consider the need to issue a new determination.Our securities may be delisted or

302、 prohibited fromtrading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.See“Risks Related to Doing Business in Jurisdictions We Operate Although the audit report included in this prospectus isprepared by U.S.auditors who are subject to inspections

303、 by the PCAOB,there is no guarantee that future audit reports will beprepared by auditors inspected by the PCAOB and,as such,in the future investors may be deprived of the benefits of suchinspection.Furthermore,trading in our Ordinary Shares may be prohibited under the HFCAA if the SEC subsequently

304、determinesour audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.nationalsecurities exchanges,such as the Nasdaq,may determine to delist our securities.On December 23,2022 the Accelerating HoldingForeign Companies Accountable Act was

305、 enacted,which amended the HFCAA by requiring the SEC to prohibit an issuers securitiesfrom trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree,and thus,reduced the time before our Ordinary Shares may be prohibited from trad

306、ing or delisted.”Implications of Being a Controlled Company Upon the completion of the IPO,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after the completion of this offering,Ng Wai Ian,our controlling shareholder(“Controlling Shareholder”)willben

307、eficially own in aggregate 53.35%of our total issued and outstanding Shares,representing 53.35%of the total voting power.See“Principal Shareholders”for more information.As a result,Ng Wai Ian will have the ability to control the outcome of certain matters submitted to shareholders for approvalthroug

308、h his controlling ownership of the Company,such as the election of directors,amendments to our organizational documentsand any merger,consolidation,sale of all or substantially all of our assets or other major corporate transactions.See“Risk Factors Our directors,officers and principal shareholders

309、have significant voting power and may take actions that may not be in the bestinterests of our other shareholders”for further details.Even if we cease to be a controlled company,we may still rely on exemptions available to foreign private issuers.Implications of Being an Emerging Growth Company and

310、a Foreign Private Issuer As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),enacted in April 2012,and may take advantage of reducedreporting requirements that a

311、re otherwise applicable to public companies.These provisions include,but are not limited to:being permitted to present only two years of audited financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations in our filings with

312、the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements and registrationstatements;and exemptions from the req

313、uirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.9 We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of thefirst sale of

314、 our Ordinary Shares pursuant to this offering.However,if certain events occur before the end of such five-year period,including if we become a“large accelerated filer,”our annual gross revenues exceed$1.235 billion or we issue more than$1.0billion of non-convertible debt in any three-year period,we

315、 will cease to be an emerging growth company before the end of suchfive-year period.In addition,Section 107 of the JOBS Act provides that an“emerging growth company”can take advantage of the extendedtransition period provided in Section 7(a)(2)(B)of the Securities Act,for complying with new or revis

316、ed accounting standards.Wehave elected to take advantage of the extended transition period for complying with new or revised accounting standards andacknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.We are a“foreign private issuer,”as defined by the SEC.As a result,in

317、accordance with the rules and regulations of The NasdaqStock Market LLC,or Nasdaq,we may comply with home country governance requirements and certain exemptions thereunderrather than complying with Nasdaq corporate governance standards.We may choose to take advantage of the following exemptionsaffor

318、ded to foreign private issuers:Exemption from filing quarterly reports on Form 10-Q or providing current reports on Form 8-K disclosing significantevents within four(4)days of their occurrence.Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders,which will provide less data

319、 in this regardthan shareholders of U.S.companies that are subject to the Exchange Act.Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four(4)business days of anydetermination to grant a waiver of the code of business conduct and ethics to directors and off

320、icers.Although we willrequire board approval of any such waiver,we may choose not to disclose the waiver in the manner set forth in the Nasdaqrules,as permitted by the foreign private issuer exemption.Furthermore,Nasdaq Rule 5615(a)(3)provides that a foreign private issuer,such as us,may rely on our

321、 home country corporategovernance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d),provided that we neverthelesscomply with Nasdaqs Notification of Noncompliance requirement(Rule 5625),the Voting Rights requirement(Rule 5640)and thatwe have an audit committee

322、 that satisfies Rule 5605(c)(3),consisting of committee members that meet the independencerequirements of Rule 5605(c)(2)(A)(ii).If we rely on our home country corporate governance practices in lieu of certain of the rulesof Nasdaq,our shareholders may not have the same protections afforded to share

323、holders of companies that are subject to all of thecorporate governance requirements of Nasdaq.If we choose to do so,we may utilize these exemptions for as long as we continue toqualify as a foreign private issuer.Although we are permitted to follow certain corporate governance rules that conform to

324、 Cayman Islands requirements in lieu ofmany of the Nasdaq corporate governance rules,we intend to comply with the Nasdaq corporate governance rules applicable toforeign private issuers.Corporate Information Our principal executive office is located at Avenida do Infante D.Henrique,No.47-53A,Macau Sq

325、uare,13th Floor,Unit M.Our telephone number is(853)28400625.Our registered office in the Cayman Islands is located at the office of 89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Stree

326、t,18th Floor NewYork,NY 10168.Our website is located at https:/.mo.Information contained on,or that can be accessed through,ourwebsite is not a part of,and shall not be incorporated by reference into,this prospectus.Impact of COVID-19 The COVID-19 outbreak has adversely affected(and a significant ou

327、tbreak of other infectious diseases could result in anadditional widespread health crisis that could adversely affect)the economies and financial markets worldwide,and the business ofthe Company could be materially and adversely affected by the COVID-19 outbreak and any such other outbreak.Furthermo

328、re,ourbusiness may be adversely affected if continued concerns relating to COVID-19 continue to restrict travel,or result in the Companyspersonnel,vendors and services providers being unavailable to pursue their business objectives free of COVID-19 relatedrestrictions.The extent to which COVID-19 im

329、pacts our business in the future will depend on future developments,which are highlyuncertain and cannot be predicted,including for example new information which may emerge concerning the severity of COVID-19and the actions to contain COVID-19 or treat its impact.If the disruptions posed by COVID-19

330、 or other matters of global concerncontinue for an extended period of time,our ability to pursue our business objectives may be materially adversely affected.Inaddition,our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events,includingas a result of

331、 increased market volatility,decreased market liquidity and third-party financing being unavailable on terms acceptableto us or at all.Through the past two fiscal years and as of the date of this prospectus,our business has not been materially affected by theCOVID-19 outbreak.10 The Offering Securit

332、ies being offered:1,500,000 Ordinary Shares(or 1,725,000 Ordinary Shares if the Underwriters exercisetheir over-allotment option in full).Initial public offering price:We estimate the initial public offering price will be between$4 and$5 per OrdinaryShare.Number of Ordinary Shares outstandingbefore

333、this offering:10,083,839 Ordinary Shares.Number of Ordinary Shares outstandingafter this offering:11,583,839 Ordinary Shares.Over-allotment option to purchase additionalShares:We have granted the Underwriters an option to purchase up to 225,000 additionalShares,representing fifteen percent(15%)of the total number of Ordinary Sharesoffered by us pursuant to this offering(excluding shares subject to