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1、F-1 1 formf-1.htm As filed the U.S.Securities and Exchange Commission on February 20,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 OFA Group(Exact name of Registrant as specified in its chart

2、er)Not Applicable(Translation of Registrants name into English)Cayman Islands 8711 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification number)Unit B,16/F,Easy Tower,609 Tai Nan West Street,Che

3、ung Sha Wan,Hong KongTel:+852 21370122(Address,including zip code,and telephone number,including area code,of Registrants principal executive office)Thomas GaffneyChief Operating Officer609 Deep Valley Drive,Suite 200Rolling Hills,CA 90274Tel:(571)246-1145(Name,address,including zip code,and telepho

4、ne number,including area code,of agent for service)Copies of all communications,including communicationssent to agent for service,should be sent to:Barry I.Grossman,Esq.Lijia Sanchez,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas,11th FloorNew York,NY 10105Tel:(212)370-1300 Richard A.Fr

5、iedman,Esq.Stephen Cohen,Esq.Nazia J.Khan,Esq.Sheppard Mullin,Richter&Hampton LLP30 Rockefeller Plaza,39th FloorNew York,NY 10112Tel:(212)653-8700 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.If any of the

6、securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please che

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

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

9、egistration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indica

10、te by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued

11、by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically

12、 states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY N

13、OTE This registration statement contains two prospectuses,as set forth below:Public Offering Prospectus.A prospectus to be used for the initial public offering of 1,500,000 ordinary shares of OFA Group(the“Public Offering Prospectus”),with such shares to besold in an underwritten offering through th

14、e underwriters named on the cover page of the Public Offering Prospectus;and Resale Prospectus.A prospectus to be used for the resale from time to time by the selling shareholders named therein of 1,900,000 ordinary shares held by our selling shareholders,as setforth in the resale prospectus(the“Res

15、ale Prospectus”).The Resale Prospectus is substantially identical to the Public Offering Prospectus,except for the following principal differences:they contain different outside and inside front cover and back cover pages;they contain different“Summary of the Offering”sections;they contain different

16、“Use of Proceeds”sections;there is no“Dilution”section in the Resale Prospectus;there is no“Capitalization”section in the Resale Prospectus;a“Selling Shareholders”section is included in the Resale Prospectus;a Selling Shareholder“Plan of Distribution”is included in the Resale Prospectus instead of t

17、he section“Underwriting”in the Public Offering Prospectus;and the“Legal Matters”section in the Resale Prospectus on page Alt-6 deletes the reference to counsel for the underwriters.The registrant has included in this registration statement a set of alternate pages after the back cover page of the Pu

18、blic Offering Prospectus(the“Alternate Pages”)to reflect the foregoingdifferences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the initial public offering bythe registrant.The Resale Prospe

19、ctus will be substantially identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resaleoffering by the selling shareholders.Consummation of the offering made by the Resale Prospectus is conditioned on consummation of the i

20、nitial public offering of ordinary shares by OFA Grouppursuant to the Public Offering Prospectus.The sales of our ordinary shares registered in the Public Offering Prospectus and the Resale Prospectus may result in two offerings taking place concurrently,which could affect the price andliquidity of,

21、and demand for,our ordinary shares.This risk and other risks are included in“Risk Factors”beginning on page 12 of the Public Offering Prospectus.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed w

22、ith the U.S.Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATEDFEBRU

23、ARY 20,2025 1,500,000 Ordinary Shares OFA Group This is the initial public offering of ordinary shares of OFA Group,a Cayman Islands exempted company.Throughout this prospectus,unless the context indicates otherwise,references to“OFA”,“our company,”the“Company,”“we,”“us,”“our,”“ourselves”,or similar

24、 terms are to OFA Group.We are offering 1,500,000 ordinary shares,par value$0.001 per share,on a firm commitment basis.We expect the initial public offering price of our ordinary shares to be$4.50 per share.Prior to this offering,there has been no public market for our ordinary shares.We have applie

25、d to have our ordinary shares listed on the Nasdaq Capital Market(“Nasdaq”),under the symbol“OFAL.”We cannot guarantee that we will be successful in listing our ordinary shares on Nasdaq;however,we will not complete this offering unless we are so listed.We are a holding company incorporated in the C

26、ayman Islands.As a holding company with no material operations of its own,we conduct our operations in Hong Kong,a SpecialAdministrative region of the Peoples Republic of China(“PRC”),through our subsidiary,Office for Fine Architecture Limited,incorporated in Hong Kong.The ordinary shares offered in

27、 thisoffering are shares of the Company,a Cayman Islands holding company and not shares of our operating subsidiary.Conducting business in Hong Kong involves risks of uncertainty about anyactions the Chinese government or authorities in Hong Kong.There are significant legal and operational risks ass

28、ociated with being based in or having the majority of operations in Hong Kong,including changes in the legal,political and economicpolicies of the Chinese government,the relations between China and the United States,or Chinese or U.S.regulations may materially and adversely affect our business,finan

29、cial condition andresults of operations.Further,the Chinese government may disallow our current corporate structure,which would likely result in a material change in our operations and/or a material change in thevalue of the ordinary shares being registered in this offering and it could cause the va

30、lue of such securities to significantly decline or become worthless.Recently,the PRC government initiated aseries of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice,including cracking down on illegal activities in

31、 thesecurities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopolyenforcement.No effective laws or regulations in the PRC explicitly require the Company to seek approval from

32、 the China Securities Regulatory Commission(the“CSRC”)or any other PRCgovernmental authorities for the Companys overseas listing plan,nor has the Company received any inquiry,notice,warning or sanctions regarding the planned overseas listing from the CSRC orany other PRC governmental authorities.How

33、ever,since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation ruleshave not been issued,it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Companys daily business

34、operation,the ability to accept foreigninvestments and list on an U.S.exchange.Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors,and could cause thevalue of our securities to significantly decline or become worthless

35、.See“Prospectus Summary-Recent Regulatory Development in the PRC”beginning on page 6 and“Risk Factors Risks Relatingto Doing Business in Hong Kong-We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or o

36、therforeign investment in China-based issuers,and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business,financial condition and resultsof operations and may hinder our ability to offer or continue to offer ordinary shares to investors and

37、 cause the value of our ordinary shares to significantly decline or be worthless.”beginning onpage 22.Investing in our ordinary shares involves a high degree of risk,including the risk of losing your entire investment.Before buying our ordinary shares,you should carefully readthe discussion of mater

38、ial risks of investing in our ordinary shares and the Company.See section titled“Risk Factors”beginning on page 12 for a discussion of information that should beconsidered in connection with an investment in our ordinary shares.On February 17,2023,with the approval of the State Council,the CSRC prom

39、ulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the Trial Measures,and five supporting guidelines,effective as of March 31,2023.Pursuant to the Trial Measures,(i)domestic companies that seek to offer or list securities overseas,both direc

40、tly and indirectly,shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial publicofferings or listing applications.If a domestic company fails to complete the required filing procedures or conce

41、als any material fact or falsifies any major content in its filing documents,suchdomestic company may be subject to administrative penalties,such as an order to rectify,warnings and fines,and its controlling shareholders,actual controllers,the person directly in charge andother directly liable perso

42、ns may also be subject to administrative penalties,such as warnings and fines;(ii)if the issuer meets both of the following criteria,the overseas offering and listingconducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company:(A)50%or more of any of t

43、he issuers operating revenue,total profit,total assets ornet assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies;and(B)the majority of the issuers businessactivities are carried out in mainland China,or its ma

44、in place(s)of business are located in mainland China,or the majority of its senior management team in charge of its business operations andmanagement are PRC citizens or have their usual place(s)of residence located in mainland China.In such circumstances,where a PRC domestic company is seeking an i

45、ndirect overseas offeringand listing in an overseas market,the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC,and where an issuer makes an application for aninitial public offering or listing in an overseas market,the issuer shall submit

46、filings with the CSRC within three business days after such application is submitted.Based on the above mentioned,given that(i)the Company currently does not have,nor do it currently intend to establish,any subsidiary nor plan to enter into any contractual arrangementsto establish a variable interes

47、t entity(“VIE”)structure with any entity in the PRC;(ii)it is not controlled by any PRC entity or individual;(iii)it does not have any operation in the PRC,nor does ithave any partnership or cooperation with any PRC entity or individual;(iv)it currently does not have,nor does it plan to have,any inv

48、estment,such as owning or leasing any asset,in the PRC;(v)none of the senior managers in charge of the business operations and management are citizens of the PRC or domiciled in mainland China;and(vi)no revenue of the Company is generated from thePRC,this offering shall not be deemed as a domestic e

49、nterprise that indirectly offer or list securities on an overseas stock exchange,nor does it requires filing or approvals from the CSRC.Further,as of the date of this prospectus,the Company believes that the Company is not considered a domestic enterprise under the Trial Measures and the Trial Measu

50、res do not apply tothe Company,and its listing on Nasdaq does not require fulfilling the filing procedure to the CSRC.However,there can be no assurance that the relevant PRC governmental authorities,including theCSRC,would reach the same conclusion as us,or that the CSRC or any other PRC governmenta

51、l authorities would not promulgate new rules or new interpretation of current rules(with retrospectiveeffect)to require us to obtain CSRC or other PRC governmental approvals for this offering.If we or our subsidiaries inadvertently conclude that such approvals are not required,we may be requiredto m

52、ake corrections,be given a warning,be fined between RMB 1 million and RMB 10 million,warn the responsible person and impose a fine of not less than RMB 500,000 but not more thanRMB 5 million,fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million,prevent the Com

53、pany from entering the securities market and our ability to offer orcontinue to offer our ordinary shares to investors could be significantly limited or completed hindered,which could cause the value of our ordinary shares to significantly decline or becomeworthless.We may also face sanctions by the

54、 CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties on our operations in the PRC,limit ourability to pay dividends outside of China,limit our operations in the PRC,delay or restrict the repatriation of the proceeds from this offering into the PRC o

55、r take other actions that could have amaterial adverse effect on our business,financial condition,results of operations and prospects,as well as the trading price of our securities.The Holding Foreign Companies Accountable Act(“HFCA Act”)was enacted on December 18,2020.The HFCA Act states if the SEC

56、 determines that a company has filed audit reportsissued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States(the“PCAOB”)for three consecutiveyears beginning in 2021,the SEC shall prohibit the companys sh

57、ares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.OnDecember 29,2022,the United States enacted the Consolidated Appropriations Act,2023,which amended the HFCA Act to require the SEC to prohibit an issuers securities from trading i

58、n theUnited States if its auditor is not subject to PCAOB inspections for two consecutive“non-inspection”years instead of three.Our auditor,M&K CPAS,PLLC,the independent registered publicaccounting firm that issues the audit report included in this prospectus,as an auditor of companies that are trad

59、ed publicly in the United States and a firm registered with the PCAOB,is subject tolaws in the United States pursuant to which the PCAOB conducts regular inspections to assess M&K CPAS,PLLCs compliance with applicable professional standards.M&K CPAS,PLLC isheadquartered in The Woodlands,Texas and ha

60、s been inspected by the PCAOB on a regular basis,with the last inspection in December 2022.Therefore,we believe that,as of the date of thisprospectus,our auditor is not subject to the PCAOB determinations(as defined below).See“Risk Factors Risks Related to Doing Business in Hong Kong The PCAOB deter

61、minations providesthat if the PCAOB board is unable to inspect or investigate completely registered public accounting firms headquartered in China or Hong Kong,a Special Administrative Region,because of aposition taken by one or more authorities in China or Hong Kong it could result in the prohibiti

62、on of trading in our securities by not being allowed to list on a U.S.exchange,and as a result anexchange may determine to delist our securities,which would materially affect the interest of our investors.”on page 20.On August 26,2022,the PCAOB signed a Statement of Protocol with theChina Securities

63、 Regulatory Commission and the Ministry of Finance of the Peoples Republic of China,taking the first step toward opening access for the PCAOB to inspect and investigateregistered public accounting firms headquartered in mainland China and Hong Kong completely,consistent with U.S.law.It includes thre

64、e provisions that,if abided by,would grant the PCAOBcomplete access for the first time:(1)the PCAOB has sole discretion to select the firms,audit engagements and potential violations it inspects and investigates without consultation with,nor inputfrom,Chinese authorities;(2)procedures are in place f

65、or PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retaininformation as needed;and(3)the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.O

66、n December 15,2022,the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China and Hong Kong and has voted to vacate its previous Determination report,which concluded in December 2021 that the PCAOB could not inspect or investigate completely register

67、ed public accounting firms based in mainland China or Hong Kong.However,if in the futurethe PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong,then the companies audited bythose registered public acc

68、ounting firms could be subject to a trading prohibition on U.S.markets pursuant to the HFCA Act.There can be no assurance that China will abide by the Statement ofProtocol with the China Securities Regulatory Commission and the Ministry of Finance of the Peoples Republic of China and that on-site in

69、spections and investigations of firms headquartered inmainland China and Hong Kong will occur and allows for full and timely access to information.The Company holds all of the equity interests in its Hong Kong subsidiary directly.As we have a direct equity ownership structure,we do not have any agre

70、ement or contract between ourCompany and any of its subsidiaries that are typically seen in a variable interest entity structure.Within our direct equity ownership structure,funds from foreign investors can be directly transferredto our Hong Kong subsidiary by way of capital injection or in the form

71、 of a shareholder loan from the Company following this offering.As a holding company,we may rely on dividends and otherdistributions on equity paid by our operating subsidiary for our cash and financing requirements.We are permitted under the laws of the Cayman Islands and our memorandum and article

72、s ofassociation(as amended from time to time)to provide funding to our operating subsidiary incorporated in Hong Kong through loans and/or capital contributions.Subject to applicable companies lawin Hong Kong,our operating subsidiary is permitted under the laws of Hong Kong to issue declare and dist

73、ribute cash dividends out of distributable projects to us without limitation on the size ofsuch dividends.However,if our operating subsidiary incurs debt or other means of financing on its own behalf,the instruments governing such debt or relevant financing may restrict its ability topay dividends.A

74、s of the date of this prospectus,no transfers of cash were made from the Company to its operating subsidiary and from its operating subsidiary to the Company.As of the date of thisprospectus,our operating subsidiary does not maintain cash management policies or procedures dictating the amount of suc

75、h funding or how funds are transferred.See“Dividend Policy”on page 35of this Prospectus and“Prospectus Summary-Transfers of Cash to and from Our Operating Subsidiary”beginning on page 4 of this Prospectus.While no capital or foreign exchange controlpolicies are applied in Hong Kong at present,there

76、can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong in the future.Any restrictions,prohibitions,interventions or limitations by the PRC government on the ability of the Company to transfer cash or assets in or out of Hong Kong may result

77、in these funds or assets not beingavailable to fund operations or for other uses outside of Hong Kong.For additional information,see the Companys consolidated financial statements for the years ended March 31,2024 and 2023and notes thereto on page F-1.As of the date of this prospectus,the Company an

78、d its operating subsidiary have not distributed any earnings,nor do they have any plan to distribute earnings in the foreseeable future.As ofthe date of this prospectus,the operating subsidiary has not made any dividends or distributions to the Company and the Company has not made any dividends or d

79、istributions to the Companysshareholders or U.S.investors.The Company intends to keep any future earnings to finance business operations,and does not anticipate that any cash dividends will be paid in the foreseeable future.There is currently no arrangement providing for the reciprocal enforcement o

80、f judgements between Hong Kong and the United States.As such,judgments obtained from a court in theUnited States cannot be directly registered for enforcement in the courts of Hong Kong.However,an action can be brought upon a foreign judgment in Hong Kong courts under Hong Kong commonlaw.That is to

81、say,a foreign judgment obtained against the Company may itself form the basis of a cause of action against the Company in the courts of Hong Kong,since such a foreign judgmentmay be regarded as creating a debt between the relevant parties.In a common law action for enforcement of a foreign judgment

82、in Hong Kong,the enforcement will be subject to acceptance of HongKong courts of jurisdiction and various conditions,in particular,the proceeding pursuant to which judgment was obtained must be commenced within six years of the date of judgment and thejudgment creditor has to prove that,inter alia,(

83、a)the judgment is in personam;(b)the judgment is in the nature of a monetary award in respect of a definite or fixed sum of money(i.e.not being asum payable in respect of taxes or other charges of a like nature or in respect of a fine or another penalty);(c)the judgment is final and conclusive on th

84、e merits of the claim and has not been stayedor satisfied in full;and(d)the judgement is from a superior court of competent jurisdiction(as determined by the private international law rules applied by the Hong Kong courts).The defensesavailable to the defendant in a common law action for enforcement

85、 of a foreign judgment include,inter alia,breach of natural justice,fraud and contrary to public policy of Hong Kong.In order toenforce the foreign judgement at common law,new proceedings may need to be initiated in Hong Kong by the judgment creditor issuing and serving a writ of summons on the judg

86、ment debtor,attaching the foreign judgment as proof of the debt.Due to the lack of reciprocal enforcement arrangements as well as the foregoing conditions and defenses available,there is uncertainty as to theenforceability in Hong Kong,in original actions or in actions for enforcement,of judgments o

87、f United States courts including judgments predicated upon the civil liability provisions of the securitieslaws of the United States or any state or territory in the United States.We operate in a competitive industry and a competitive market.We may be subject to a variety of laws and other obligatio

88、ns regarding competition laws in Hong Kong,and any failure tocomply with applicable laws and obligations could have a material and adverse effect on our business,financial condition and results of operations.We face competition in the market due to thepresence of a number of service providers.We may

89、 be subject to the Competition Ordinance(Chapter 619 of the Laws of Hong Kong)(“Competition Ordinance”),which came into force onDecember 14,2015,laying down three forms of behaviors and imposing three rules intended to prevent and discourage anti-competitive conducts:(i)the first conduct rule prohib

90、its(a)the making ofagreements by any entity,regardless of its legal status or the way in which it is financed,engaged in economic activity,and includes a natural person engaged in economic activity(“Undertakings”);(b)the engagement in concerted practice by Undertakings;or(c)the making or giving effe

91、ct of decisions by members of an association of Undertakings,that have the object or effect of preventing,restricting distorting competition in Hong Kong;(ii)the second conduct rule prohibits undertakings with a substantial degree of market power in a market from abusing that power by engaging incon

92、duct that has the object or effect of preventing,restricting or distorting competition in Hong Kong;and(iii)the merger rule prohibits Undertakings from directly or indirectly carrying out mergersthat have or are likely to have the effect of substantially lessening competition in Hong Kong.Currently,

93、the merger rule only applies where an Undertaking that holds or,directly or indirectlycontrols an Undertaking that holds a“carrier license”within the meaning of the Telecommunications Ordinance(Chapter 106 of the Laws of Hong Kong)is involved in a merger,and therefore,wedo not anticipate that the me

94、rger rule will be applicable to our business.The Competition Commission is an independent statutory body in Hong Kong established under the Competition Ordinance to investigate any contravention against the competition rulesand enforce the provisions of the Competition Ordinance,and the Competition

95、Tribunal is a superior court of record set up by the Competition Ordinance,as part of the Hong Kong judiciary,to hearand decide cases relating to competition law in Hong Kong.Under the guidelines and policies published by the Competition Commission,possible outcomes of the investigation of a contrav

96、entionof the Competition Ordinance may include the acceptance by the Competition Commission of a commitment given by the infringer to take any action or refrain from taking any action,the issuanceof a warning notice or infringement notice,the commencement of proceedings in the Competition Tribunal,t

97、he application for a consent order,the referral of the complaint to a government agencyand the conduct of a market study.The Competition Tribunal may order remedies including to impose a pecuniary penalty as well as make disqualification order or other orders under theCompetition Ordinance.The guide

98、lines and policies published by the Competition Commission in Hong Kong did not mention any remedies which may affect an entitys ability to accept foreigninvestment or list on a U.S./foreign exchange as a result of the non-compliance of the Competition Ordinance.See“Risk Factors Risks Relating to Do

99、ing Business in Hong Kong Failure tocomply with Hong Kong Competition Law may result in material and adverse effect on our business,financial condition and results of operations.”beginning on page 24.Operating our business in Hong Kong,we are subject to the Personal Data(Privacy)Ordinance(Chapter 48

100、6 of the Laws of Hong Kong)(the“PDPO”)which sets out the principles that aperson who,either alone,jointly or in common with other persons,controls the collection,holding,processing or use of personal data(“Data User”)must follow in any acts concerning information,existing in a form which access to o

101、r processing of is practicable,which relates to a living individual and can be used to identify that individual.Alleged failure to comply with applicable laws andregulations regarding data security or failure to protect user privacy,regardless of their validity,may result in negative news or media c

102、overage of our business which may in turn damage ourreputation,erosion of customer faith in us and material negative impact on our business,results of operations,and financial condition.Contravention with the PDPO may entitle the PrivacyCommissioner for Personal Data to issue a written enforcement n

103、otice directing such Data User to take prescribed steps within a specified timeframe to remedy and prevent recurrence ofcontravention.Contravention with the above enforcement notice issued by the Privacy Commissioner for Personal Data is an offence and on first conviction,the offender is liable to a

104、 maximum fineof HK$50,000 and imprisonment for 2 years,with a daily penalty of HK$1,000.Subsequent convictions can result in a maximum fine of HK$100,000 and imprisonment for 2 years,with a dailypenalty of HK$2,000.The PDPO does not prescribe any express remedies regarding an entitys ability to acce

105、pt foreign investment or list on a U.S./foreign exchange as a result of the non-compliance of the PDPO.See“Risk Factors Risks Relating to Doing Business in Hong Kong Failure to comply with PDPO may result in material and adverse effect on our business,financialcondition and results of operations.”be

106、ginning on page 24.Additionally,under the principle of“one country,two systems”and based on fact that neither the Company nor its operating subsidiary has directly or indirectly transferred equity or otherassets of Chinese resident enterprises,nor has operations in mainland China,in the opinion of o

107、ur PRC counsel,Beijing Yingke Law Firm Shenzhen Office,from the perspective of PRC law,theCompany is not subject to the PRC Enterprise Tax Law.We are both an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securities laws and,as such,may elect to comply with cer

108、tain reduced publiccompany reporting requirements for this and future filings.See“Prospectus Summary Implications of Being an Emerging Growth Company”and“Prospectus Summary Implications of Being aForeign Private Issuer.”We expect our officers and directors will have significant influence over the Co

109、mpany following the completion of this offering due to their significant shareholding in the Company.Uponthe closing of this offering,our three main shareholders,including our Chief Executive Officer and our Chief Technology Officer,will collectively beneficially own approximately 69.4%of ourissued

110、and outstanding ordinary shares and will be able to exercise approximately 69.4%of the total voting power of our issued and outstanding ordinary shares,assuming that these mainshareholders do not purchase any shares in this offering and that the underwriters do not exercise its option to purchase ad

111、ditional ordinary shares.For more information regarding our mainshareholders beneficial ownerships,see“Principal Shareholders”and“Risk Factors Risks Related to Offering and Ownership of Ordinary Shares Our three main shareholders,including ourChief Executive Officer and our Chief Technology Officer,

112、beneficially own an aggregate of 7,711,111 ordinary shares,representing approximately 69.4%of the voting power of our outstandingshare capital immediately after the completion of this offering,assuming that they do not purchase any ordinary shares in this offering and that the underwriters do not ex

113、ercise their over-allotmentoption,and will have significant influence over all corporate matters for which shareholder approval is required.”on page 25.As a result of our main shareholders significant ownership,we maybe deemed a“controlled company”under Nasdaq Rules.However,we do not intend to avail

114、 ourselves of the corporate governance exemptions offered to a“controlled company”under the NasdaqRules.See“Prospectus Summary Implications of Being a Controlled Company.”Per Share Total Public offering price$4.50$6,750,000 Underwriting discounts(1)$0.32$472,500 Proceeds to us,before expenses$4.18$6

115、,270,000 Proceeds to selling shareholders,before expenses$4.50$8,550,000 (1)We have agreed to issue,on the closing date of this offering,warrants,or the representatives warrants,to the representative of the underwriters,R.F.Lafferty&Co.,Inc.,in an amount equal to3.0%of the aggregate number of ordina

116、ry shares sold by us in this offering.For a description of other terms of the representatives warrants and a description of the other compensation to bereceived by the underwriters,see“Underwriting”beginning on page 107.We expect our total cash expenses for this offering(including cash expenses paya

117、ble to our underwriters for their out-of-pocket expenses)to be approximately$815,000,exclusive of theabove discounts and commissions.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority,or FINRA,asunderwriti

118、ng compensation.These payments will further reduce proceeds available 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 shares if any such shares are taken.We have granted theunderwriters

119、an option for a period of 45 days after the closing of this offering to purchase up to 225,000(15%)of the total number of our Shares to be offered by us pursuant to this offering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offerin

120、g price less the underwriting discounts and commissions.If the underwritersexercise 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,before underwriting discount

121、s and expenses,will be$7,762,500.If we complete this offering,net proceeds will be delivered to us on the closing date.See also the section titled“Use of Proceeds”beginning on page 34.Neither the U.S.Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thes

122、e securities or passed upon the accuracy or adequacy ofthis prospectus.Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ordinary shares to purchasers against payment therefor on or about,2025.R.F.Lafferty&Co.,Inc.The date of this prospectus is,2025.TABL

123、E OF CONTENTS PAGEABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 12CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 33USE OF PROCEEDS 34DIVIDEND POLICY 35CAPITALIZATION 36DILUTION 37ENFORCEABILITY OF CIVIL LIABILITIES 38CORPORATE HISTORY AND STRUCTURE 40MANAGEMENTS DISCUSSION AND ANALY

124、SIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41OUR BUSINESS 54REGULATION 70MANAGEMENT 75PRINCIPAL SHAREHOLDERS 81RELATED PARTY TRANSACTIONS 82DESCRIPTION OF SHARE CAPITAL 83SHARES ELIGIBLE FOR FUTURE SALE 100TAXATION 101UNDERWRITING 107EXPENSES OF THIS OFFERING 113LEGAL MATTERS 114EXPERTS 11

125、4WHERE YOU CAN FIND ADDITIONAL INFORMATION 114INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus.We have not,and the underwriters have not,authorized anyone to provide you with information different from what iscontained in this prospectus.If anyon

126、e provides you with different or inconsistent information,you should not rely on it.We,the selling shareholders,and the underwriters are not making an offer tosell securities in any jurisdiction where the offer or sale is not permitted.The information contained in this prospectus is accurate only as

127、 of the date on the front of this prospectus,regardless of thetime of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside of the United States of America(the“United State

128、s”or the“U.S.”):Neither we nor the underwriters have done anything that would permit this offering or possessionor distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside of the United States who come into possession

129、of thisprospectus must inform themselves about,and observe any restrictions relating to,the offering of our ordinary shares and the distribution of this prospectus outside of the United States.Until and including,2025(25 days after the date of this prospectus),all dealers that buy,sell or trade our

130、ordinary shares,whether or not participating in this offering,may berequired to deliver a prospectus.This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.iTable of Content

131、s ABOUT THIS PROSPECTUS Unless otherwise indicated,in this prospectus,the following terms shall have the meaning set out below:“AI”Artificial Intelligence “China”or the“PRC”The Peoples Republic of China,including Taiwan,Hong Kong and Macau,and the term“Chinese”has a correlative meaning for thepurpos

132、es of this prospectus only,unless the context otherwise indicates.The references to laws and regulations of“China”or the“PRC”are only to such laws and regulations of mainland China,excluding,for the purpose of this prospectus only,Taiwan,Hong Kong andMacau.“Code”The Internal Revenue Code of 1986,as

133、amended.“Company”OFA Group,an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act.“Companies Act”The Companies Act(2022 Revision)of the Cayman Islands.“Exchange Act”Securities Exchange Act of 1934,as amended.“Hong Kong”The Hong Kong Special Administrati

134、ve Region of the Peoples Republic of China.“HK$”or“HKD”The legal currency of Hong Kong.“IT”Information Technology “Macau”The Macao Special Administrative Region of the Peoples Republic of China.“mainland China”The Peoples Republic of Mainland China,excluding Taiwan,Hong Kong and Macau for the purpos

135、e of this prospectus.“Nasdaq”Nasdaq Capital Market.“operating subsidiary”or“Office for FineArchitecture Limited”OFFICE FOR FINE ARCHITECTURE LIMITED,a company incorporated in Hong Kong with limited liability and a wholly-ownedsubsidiary of OFA Group.“ordinary shares”Ordinary shares,par value$0.001 p

136、er share,of OFA Group.“PCAOB”Public Company Accounting Oversight Board.“SEC”The United States Securities and Exchange Commission.“Securities Act”The Securities Act of 1933,as amended.“selling shareholders”Precursor Capital Limited,Greentree Global Advisors LLC,Greentree Financial Group,Inc.and Sze W

137、an Mandy Chan,four pre-existingshareholders of the Company that are selling an aggregate of 1,900,000 ordinary shares in the offering pursuant to the Resale Prospectus.“US”,“U.S.”or“USA”The United States of America.“US$,”“U.S.dollars,”“$,”or“dollars”The legal currency of the United States.Our report

138、ing currency is the US$.The functional currency of our subsidiaries is HKD.This prospectus contains conversion of certain HKD amounts into U.S.dollar amounts at specifiedrates solely for the convenience of the reader.The conversion of HKD into U.S.dollars in this prospectus is based on the exchange

139、rate set forth in the H.10 statistical release of the Board ofGovernors of the Federal Reserve System.Unless otherwise noted,all translations from HKD to U.S.dollars and from U.S.dollars to HKD in this prospectus are made at the rate of HK$7.82 toUS$1.00,the rate in effect as of March 31,2024.Notwit

140、hstanding the foregoing,we make no representation that any HKD or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or HKD,as the case may be,at any particular rate,or at all.Numerical figures included in this registration statement may be subject to rounding adjustments.Acco

141、rdingly,numerical figures shown as totals in various tables may not be arithmeticaggregations of the figures that precede them.Our fiscal year end is March 31.References to a particular“fiscal year”are to our fiscal year ended March 31 of that calendar year.References to a particular“year”are also t

142、o our fiscalyear ended March 31 of that calendar year unless the text indicates otherwise.Our audited consolidated financial statements have been prepared in accordance with the generally accepted accountingprinciples in the United States(the“U.S.GAAP”).Except where indicated or where the context ot

143、herwise requires,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.We obtained the industry,market and competitive position data in this prospectus from our own internal estimates,surveys,and research as well as from publicly available informat

144、ion,industry and general publications and research,surveys and studies conducted by third parties.The information disclosed in this prospectus reflects estimates of market conditions based on publiclyavailable sources,and is prepared primarily as a market research tool.Industry publications,research

145、,surveys,studies and forecasts generally state that the information they contain has beenobtained from sources believed to be reliable,but that the accuracy and completeness of such information is not guaranteed.Forecasts and other forward-looking information obtained from thesesources are subject t

146、o the same qualifications and uncertainties as the other forward-looking statements in this prospectus,and to risks due to a variety of factors,including those described under“Risk Factors.”These and other factors could cause results to differ materially from those expressed in these forecasts and o

147、ther forward-looking information.This prospectus contains trademarks,service marks and trade names of others.All trademarks,service marks and trade names appearing in this prospectus are,to our knowledge,theproperty of their respective owners.We do not intend our use or display of other companies tr

148、ademarks,service marks or trade names to imply a relationship with,or endorsement or sponsorship ofus by,any other person.iiTable of Contents PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.This summary does not contain all of the information you

149、 should consider before buying shares inthis offering.You should read the entire prospectus carefully,including our financial statements and related notes and the risks described under“Risk Factors.”This summary contains forward-looking statements that involve risks and uncertainties,such as stateme

150、nts about our plans,objectives,expectations,assumptions or future events.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that could cause actual results to differ materially from any future results,performances or achievements expressed orimplie

151、d by the forward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements.”Overview Through our wholly owned operating subsidiary,Office for Fine Architecture Limited,we provide comprehensive architectural services,including design and fit out services forcommercial and residentia

152、l buildings.The design service includes both the consultation with our staff and the actual design work and the Company provides a specific conceptualized design withlayout plans,detailed design drawings,advice relating to,among other things,budgetary consideration,optimal use of space,the materials

153、,fittings,furniture,appliances and other items to beused with an aim to produce a preliminary design plan and quotation for clients considerations.Fit out works include installing protective materials to cover floors or walls,installing orconstructing partition walls,windows and window frames and de

154、corative fittings,furniture or fixtures,installing plumbing systems as well as installing switches,power outlets,telephone wiring,computer outlet covers and other electrical and wiring works.Our mission is to leverage our expertise in architectural design to maximize the potential of every property,

155、ensuring that its unique attributes are highlighted and enhanced throughthoughtful innovations.We are focused on innovation,efficiency,and scalability in our business model and service offerings.While we currently operate on a traditional project-based model,weutilize various technological tools to

156、enhance our design process,including Houzz,a commercially available software platform that includes automated visualization capabilities.ThroughHouzzs platform,we convert two-dimensional building plans into three-dimensional models and efficiently generate various design alternatives by applying dif

157、ferent materials and equipmentoptions.This functionality helps expedite our design process and facilitates client decision-making by providing rapid visualization of different design options.Based on our market research,webelieve the use of such visualization tools is not yet widespread among archit

158、ectural firms in Hong Kong,which we believe provides us with certain operational efficiencies compared totraditional design methods.We currently utilize Houzzs standard commercially available features as a regular platform user,which includes basic listing and networking capabilities.As part of our

159、growth strategy,we continuously monitor developments in architectural design and visualization technologies,and may explore potential collaborations or partnerships with various technology providers toenhance our service offerings in Asian markets.However,we have not initiated any discussions regard

160、ing such partnerships,and there can be no assurance that any such agreements will bereached in the future.We have developed extensive industry relationships through our operating subsidiarys 10-year membership in the Hong Kong Institute of Architects(“HKIA”)and maintain an activenetwork of approxima

161、tely 100 clients and numerous industry relationships throughout Hong Kong.As we continue to grow,we plan to leverage these relationships and our local market expertiseto explore potential technological partnerships and enhanced service offerings for the Asian market.However,our ability to implement

162、such enhancements would depend on reaching formalagreements with technology providers,and there can be no assurance that such agreements will be reached or that enhanced services will be developed.Our current service enhancement initiatives focus on utilizing existing visualization tools to improve

163、design efficiency,exploring potential development of specialized software tools forbuilding code compliance,and continuing to evaluate and implement commercially available technology solutions that could benefit our clients.We believe these initiatives can help us delivermore efficient services to o

164、ur clients,though the implementation and success of these initiatives involve various risks and uncertainties as described in“Risk Factors Risks Related to OurBusiness and Industry Our utilization of artificial intelligence and machine learning technologies may materially impact our business operati

165、ons and financial result.”In addition,we have entered into a definitive co-development agreement with Alan To AI Consultancy Co.Limited(“Alan To AI”),a Hong Kong-based firm specializing in IT solutions,for the development of an automated building code compliance review system.This project aims to de

166、velop an AI-enabled tool that can analyze architectural drawings and provide feedbackbased on local building codes and regulations.The development scope encompasses the creation of specialized review systems,integration of regulatory databases,and development of userinterface components.The project

167、includes system testing and validation phases,as well as plans for ongoing optimization and enhancement of the technology.Our Corporate History and Structure Investors are purchasing ordinary shares of OFA Group in this offering,which is a holding company incorporated as a Cayman Islands exempted co

168、mpany on August 27,2024.Effectiveon August 29,2024,the Company and its operating subsidiary completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding structure inanticipation of listing on a recognized securities market.Our wholly-owned operati

169、ng subsidiary,Office for Fine Architecture Limited,is a private company limited by shares incorporated under the laws of Hong Kong on January 31,2013under the name of“Panesian Engineering Limited.”On May 29,2013,Panesian Engineering Limited changed its name by way of special resolution to Office for

170、 Fine Architecture Limited.Ouroperating subsidiarys executive offices are based in Hong Kong.Our operating subsidiary has not had any bankruptcies or mergers and acquisitions during the time of its business lifetime.1Table of Contents The chart below shows our corporate structure as of the date of t

171、his prospectus.We do not use a VIE structure.Note:(1)Investors are purchasing ordinary shares of OFA Group in this offering,which is a holding company incorporated in the Cayman Islands.All of our operations are conducted by our wholly owned operating subsidiary,Office for Fine Architecture Limited,

172、in Hong Kong,a special administrative region of the PRC whichenjoys a high level of autonomy and has independent executive,legislative and independent judicial powers as well as own distinct laws and regulations,including in relation to taxation,underits own government and legal system independent o

173、f mainland China under the principle of“one country,two systems”enshrined in the Basic Law of Hong Kong.We do not have any operationor maintain office or personnel in mainland China,and we currently do not have or intend to set up any subsidiary in mainland China,and do not foresee the need to enter

174、 into any contractualarrangements with a VIE to establish a VIE structure in mainland China,and we do not provide products or services to entities in mainland China nor do we analyze or evaluate the behavior ofnatural persons in mainland China,or conduct data processing activities within mainland Ch

175、ina.As such,as of the date of this prospectus,in the opinion of our PRC counsel,Beijing Yingke LawFirm Shenzhen Office,we are not subject to the PRC governments direct influence or discretion over the manner in which we conduct our business activities in Hong Kong.However,the PRC government may choo

176、se to exercise oversight and discretion over the conduct of business of our operating subsidiary incorporated in Hong Kong,which means thatthe legal and operational risks associated with operating in mainland China also apply to our operating subsidiary.We cannot assure you that there will not be an

177、y changes in the economic,political and legal environment in Hong Kong.We may be subject to uncertainty about any future actions of the PRC government and is possible that the legal and operational risks associatedwith operating in the PRC may also apply to our operations in Hong Kong in the future.

178、The PRC government may intervene or influence our operating subsidiarys operations in Hong Kong atany time and exert more influence over the manner in which our operating subsidiary must conduct its business activities.Such government actions,if and when they occur,could result in amaterial change i

179、n our operating subsidiarys future operations in Hong Kong.For more details regarding our corporate structure,see“Corporate History and Structure”on page 40.For adescription of uncertainties regarding our corporate structure,see“Risk Factors-All of our operations are in Hong Kong.However,due to the

180、long arm provisions under the current PRC lawsand regulations,the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,whichcould result in a material change in our operations and/or the val

181、ue of our ordinary shares.The enforcement of laws and rules and regulations in China can change quickly with little advancenotice.The Chinese government may intervene or influence our operating subsidiarys operations at any time,or may exert more control over securities offerings conducted overseas

182、and/orforeign investment in Hong Kong-based issuers,which could result in a material change in our operating subsidiarys operations,significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors,and cause the value of the ordinary shares to significantly de

183、cline or be worthless.”beginning on page 18.Summary of Significant Risks Affecting Our Company Our business is subject to multiple risks and uncertainties,as more fully described in“Risk Factors”and elsewhere in this prospectus.We urge you to read“Risk Factors”beginning onpage 12 and this prospectus

184、 in full.Our significant risks may be summarized as follows:Risks Related to Our Business and Industry Risks and uncertainties related to our business and industry include,but are not limited to,the following:Our industry is highly competitive,and we may be unable to compete effectively,which could

185、result in reduced revenue,profitability and market share.See“Risk Factors-Our industryis highly competitive,and we may be unable to compete effectively,which could result in reduced revenue,profitability and market share.”beginning on page 12.Our ability to compete in our industry will be harmed if

186、we do not retain the continued services of our senior management and key technical personnel.See“Risk Factors-Our ability tocompete in our industry will be harmed if we do not retain the continued services of our senior management and key technical personnel.”beginning on page 12.Demand for our serv

187、ices is impacted by economic downturns,reductions in government or private spending and times of political uncertainty.See“Risk Factors-Demand for ourservices is impacted by economic downturns,reductions in government or private spending and times of political uncertainty.”beginning on page 12.Our o

188、perating history may not be indicative of our future growth or financial results,and we may not be able to sustain our historical growth rates.See“Risk Factors-Our operatinghistory may not be indicative of our future growth or financial results,and we may not be able to sustain our historical growth

189、 rates.”beginning on page 13.We may encounter difficulties expanding into new businesses or industries,which may affect adversely our results of operations and financial condition.See“Risk Factors-We mayencounter difficulties expanding into new businesses or industries,which may affect adversely our

190、 results of operations and financial condition.”beginning on page 13.Continuing inflation,rising or continued high interest rates,and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts,inparticular with respect to our fixed-price c

191、ontracts.See“Risk Factors-Continuing inflation,rising or continued high interest rates,and/or construction costs could reduce the demandfor our services as well as decrease our profit on our existing contracts,in particular with respect to our fixed-price contracts.”beginning on page 14.The nature o

192、f our contracts,particularly any fixed-price contracts,subjects us to risks of cost overruns.We may experience reduced profits or losses if costs increase above budgets orestimates or the project experiences delays.See“Risk Factors-The nature of our contracts,particularly any fixed-price contracts,s

193、ubjects us to risks of cost overruns.We mayexperience reduced profits or losses if costs increase above budgets or estimates or the project experiences delays.”beginning on page 14.Our failure to meet performance requirements or contractual schedules could adversely affect our business,financial con

194、dition and results of operations.See“Risk Factors-Our failureto meet performance requirements or contractual schedules could adversely affect our business,financial condition and results of operations.”beginning on page 15.2Table of Contents Risks Related to Doing Business in Hong Kong Risks and unc

195、ertainties related to doing business in Hong Kong include,but are not limited to,the following:A downturn in the Hong Kong or global economy,or a change in economic,social and/or political conditions in Hong Kong,could materially and adversely affect our Hong Kongoperating subsidiarys business and f

196、inancial condition.See“Risk Factors-A downturn in the Hong Kong or global economy,or a change in economic,social and/or politicalconditions in Hong Kong,could materially and adversely affect our Hong Kong operating subsidiarys business and financial condition.”beginning on page 18.All of our operati

197、ons are in Hong Kong.However,due to the long arm provisions under the current PRC laws and regulations,the Chinese government may exercise significantoversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a materia

198、l change in our operations and/orthe value of our ordinary shares.The enforcement of laws and rules and regulations in China can change quickly with little advance notice.The Chinese government may intervene orinfluence our operating subsidiarys operations at any time,or may exert more control over

199、securities offerings conducted overseas and/or foreign investment in Hong Kong-basedissuers,which could result in a material change in our operating subsidiarys operations,significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors,and cause the value of

200、 the ordinary shares to significantly decline or be worthless.See“Risk Factors-All of our operations are in Hong Kong.However,due to the long armprovisions under the current PRC laws and regulations,the Chinese government may exercise significant oversight and discretion over the conduct of our busi

201、ness and may intervene inor influence our operations at any time,which could result in a material change in our operations and/or the value of our ordinary shares.The enforcement of laws and rules andregulations in China can change quickly with little advance notice.The Chinese government may interv

202、ene or influence our operating subsidiarys operations at any time,or may exertmore control over securities offerings conducted overseas and/or foreign investment in Hong Kong-based issuers,which could result in a material change in our operating subsidiarysoperations,significantly limit or completel

203、y hinder our ability to offer or continue to offer securities to investors,and cause the value of the ordinary shares to significantly decline or beworthless.”beginning on page 18.As a holding company incorporated in the Cayman Islands,we rely on dividends and other distributions on equity paid by o

204、ur operating subsidiary in Hong Kong(through which weconduct our business)for our cash and financing requirements.However,any restrictions,prohibitions,interventions or limitations imposed by the PRC government on the ability of ouroperating subsidiary in Hong Kong to transfer cash or assets in or o

205、ut of Hong Kong may result in these funds or assets not being available to fund our operations or for other usesoutside of Hong Kong,which may restrict our ability to satisfy liquidity requirements,conduct business and pay dividends to holders of our ordinary shares.See“Risk Factors OurHong Kong ope

206、rating subsidiary may be subject to restrictions on paying dividends or making other payments to us,which may restrict its ability to satisfy liquidity requirements,conduct business and pay dividends to holders of our ordinary shares.”beginning on page 18.We may be negatively affected by adverse pol

207、itical or geopolitical developments that affects the conducting of business in Hong Kong.See“Risk Factors-We may be negativelyaffected by adverse political or geopolitical developments that affects the conducting of business in Hong Kong.”beginning on page 18.Changes in international trade policies,

208、trade disputes,barriers to trade or the emergence of a trade war may dampen growth in markets where the majority of our customers reside.See“Risk Factors-Changes in international trade policies,trade disputes,barriers to trade or the emergence of a trade war may dampen growth in markets where the ma

209、jority of ourcustomers reside.”beginning on page 19.We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment inChina-based issuers,and any failure to comply with applicable laws an

210、d regulations could have a material and adverse effect on our business,financial condition and results ofoperations and may hinder our ability to offer or continue to offer ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless.See“Risk Facto

211、rs We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreigninvestment in China-based issuers,and any failure to comply with applicable laws and regulations could have a material and adverse e

212、ffect on our business,financial condition andresults of operations and may hinder our ability to offer or continue to offer ordinary shares to investors and cause the value of our ordinary shares to significantly decline or beworthless.”beginning on page 22.Risks Related to Offering and Ownership of

213、 Ordinary Shares Risks and uncertainties related to this offering and ownership of ordinary shares include,but are not limited to,the following:There is no active trading market for our ordinary shares and there can be no assurance any market will develop or that the trading price will not decline b

214、elow the price paid byinvestors.See“Risk Factors-There is no active trading market for our ordinary shares and there can be no assurance any market will develop or that the trading price will not declinebelow the price paid by investors.”beginning on page 24.We are registering ordinary shares held b

215、y certain shareholders concurrently with the public offering,which could affect the market price,demand and liquidity of our ordinary sharesand the Underwriters stabilization activities and the exercise of its over-allotment option.See“Risk Factors-We are registering ordinary shares held by certain

216、shareholdersconcurrently with the public offering,which could affect the market price,demand and liquidity of our ordinary shares and the Underwriters stabilization activities and the exercise ofits over-allotment option.”beginning on page 25.Nasdaq may apply additional and more stringent criteria f

217、or our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of ourlisted securities.See“Risk Factors-Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public of

218、fering andinsiders will hold a large portion of our listed securities.”beginning on page 25.The trading price of our ordinary shares may be volatile,which could result in substantial losses to investors.See“Risk Factors The trading price of our ordinary shares may bevolatile,which could result in su

219、bstantial losses to investors”beginning on page 26.Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to theunderlying performance of the respective company.We may experie

220、nce similar volatility,which may make it difficult for prospective investors to assess the value of our ordinary shares.See“Risk Factors-Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that wasseem

221、ingly unrelated to the underlying performance of the respective company.We may experience similar volatility,which may make it difficult for prospective investors to assess thevalue of our ordinary shares.”beginning on page 26.Holding Foreign Companies Accountable Act The HFCA Act was enacted on Dec

222、ember 18,2020.The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm thathas not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded

223、on a national securities exchangeor in the over the counter trading market in the United States.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act.A company will berequired to comply with these rule

224、s if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessing how to implementother requirements of the HFCA Act,including the listing and trading prohibitions described above.On June 22,2021,the U.S.Senate passed a bill whi

225、ch,if passed by the U.S.House of Representatives and signed into law,would reduce the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the HFCA Act from three years to two years.On December 29,2022,the United States enacted the Consolidated Appropriations Act,

226、2023,whichamended the HFCA Act to require the SEC to prohibit an issuers securities from trading in the United States if its auditor is not subject to PCAOB inspections for two consecutive“non-inspection”years instead of three.On December 2,2021,the SEC issued amendments to finalize rules implementi

227、ng the submission and disclosure requirements in the HFCA Act.The rules apply to registrants that theSEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect orinve

228、stigate completely because of a position taken by an authority in foreign jurisdictions.3Table of Contents On December 16,2021,PCAOB announced the PCAOB HFCA Act determinations(the“PCAOB determinations”)relating to the PCAOBs inability to inspect or investigatecompletely registered public accounting

229、 firms headquartered in mainland China of the PRC or Hong Kong,a Special Administrative Region,because of a position taken by one or moreauthorities in the PRC or Hong Kong.The PCAOB determinations provide that if the PCAOB is unable to inspect or investigate completely registered public accounting

230、firms headquartered inChina or Hong Kong,a Special Administrative Region,because of a position taken by one or more authorities in China or Hong Kong,it could result in the prohibition of trading in our securitiesby not being allowed to list on a U.S.exchange,and as a result an exchange may determin

231、e to delist our securities,which would materially affect the interest of our investors.Our auditor,M&K CPAS,PLLC,the independent registered public accounting firm that issues the audit report included in this prospectus,as an auditor of companies that are tradedpublicly in the United States and a fi

232、rm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess M&K CPAS,PLLCs compliance with applicable professional standards.M&K CPAS,PLLC is headquartered in The Woodlands,Texas and has been inspected by the PCAOB on a regu

233、lar basis,with the lastinspection in December 2022.Therefore,we believe that,as of the date of this prospectus,our auditor is not subject to the PCAOB determinations.See“Risk Factors Risks Related to Offeringand Ownership of Ordinary Shares Nasdaq may apply additional and more stringent criteria for

234、 our initial and continued listing because we plan to have a small public offering and insiderswill hold a large portion of our listed securities.”on page 25.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.Suchuncertainty cou

235、ld cause the market price of our ordinary shares to be materially and adversely affected.On August 26,2022,the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the Peoples Republic of China,taking the first step toward opening access

236、 for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely,consistentwith U.S.law.It includes three provisions that,if abided by,would grant the PCAOB complete access for the first time:(1)the PCAOB has sole discretion to sel

237、ect the firms,audit engagementsand potential violations it inspects and investigates without consultation with,nor input from,Chinese authorities;(2)procedures are in place for PCAOB inspectors and investigators to viewcomplete audit work papers with all information included and for the PCAOB to ret

238、ain information as needed;and(3)the PCAOB has direct access to interview and take testimony from allpersonnel associated with the audits the PCAOB inspects or investigates.On December 15,2022,the PCAOB announced that it has completed a test inspection of two selected auditing firms in mainland China

239、 and Hong Kong and has voted to vacate itsprevious Determination Report,which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in mainland China orHong Kong.However,if in the future the PCAOB is prohibited from conducting

240、complete inspections and investigations of PCAOB-registered public accounting firms in mainland China andHong Kong,then the companies audited by those registered public accounting firms could be subject to a trading prohibition on U.S.markets pursuant to the HFCA Act.Transfers of Cash to and from Ou

241、r Operating Subsidiary As a holding company,we will rely on dividends and other distributions on equity paid by our operating subsidiary for our cash and financing requirements.We are permitted under thelaws of the Cayman Islands and our memorandum and articles of association(as amended from time to

242、 time)to provide funding to our operating subsidiary incorporated in Hong Kong,throughloans or capital contributions.Our operating subsidiary is permitted under the respective laws of Hong Kong to provide funding to us through dividends without restrictions on the amount of thefunds,other than as li

243、mited by the amount of their distributable earnings.However,to the extent that cash is in our operating subsidiary,there is a possibility that the funds may not be availableto fund our operations or for other uses outside of Hong Kong due to interventions or the imposition of restrictions and limita

244、tions by the PRC or the Hong Kong government on the ability totransfer cash.If our operating subsidiary incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay dividends to us.As of the date of thisprospectus,our subsidiary has not experienced

245、any difficulties or limitations on its ability to transfer cash to us;nor does it maintain cash management policies or procedures dictating the amountof such funding or how funds are transferred.Our operating subsidiary has not paid any dividends,other distributions or transferred assets to us as of

246、 the date of this prospectus.In the future,cash proceeds raised from financing activities,including this offering,may be transferred by us to our Hong Kong operating subsidiary via capital contribution or shareholder loans,as the casemay be.As of the date of this prospectus,no cash transfers,dividen

247、ds or distributions have been made to U.S.investors by us or our operating subsidiary.See“Risk Factors Risk Related toDoing Business in Hong Kong-The Company may rely on dividends and other distributions on equity paid by our operating subsidiary to fund its cash and financing requirements it may ha

248、ve,and our operating subsidiary may rely on capital injections or transfers from the Company in relation to the same.Any restrictions,prohibitions,interventions or limitations on the ability of theCompany or our operating subsidiaries to transfer cash or assets in or out of Hong Kong may result in t

249、hese funds or assets not being available to fund relevant operations or capitalrequirements which may have a material and adverse effect on our business.”on page 19.See also our consolidated financial statements starting from page F-1.4Table of Contents As of the date of this prospectus,no transfers

250、 of cash were made from the Company to its operating subsidiary and from its operating subsidiary to the Company.There can be noassurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong.Any restrictions,prohibitions,interventions or limitations by the PR

251、C government on theability of the Company to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong.Implications of Being an Emerging Growth Company We had less than$1.235 billion in revenue dur

252、ing our last fiscal year.As a result,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of2012(the“JOBS Act”),and may take advantage of reduced public reporting requirements.These provisions include,but are not limited to:being permitted to present only tw

253、o years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control over

254、financial reporting;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute p

255、ayments not previouslyapproved.We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to this offering.However,if certain events occur before the end of such five-year period,includ

256、ing if we become a“large accelerated filer,”if our annual gross revenues exceed$1.235 billion or if we issue morethan$1.0 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth company before the end of such five-year period.Section 107 of the JOBS Act provid

257、es that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act of1933,as amended(the“Securities Act”),for complying with new or revised accounting standards.We have elected to take advantage of this extended transition peri

258、od.Implications of Being a Foreign Private Issuer Upon consummation of this offering,we will report under the Exchange Act,as a non-U.S.company with“foreign private issuer”status.Even after we no longer qualify as an emerginggrowth company,so long as we qualify as a foreign private issuer under the

259、Exchange Act,we will be exempt from certain provisions of the Exchange Act and the rules thereunder that areapplicable to U.S.domestic public companies,including:the rules under the Exchange Act that require U.S.domestic public companies to issue financial statements prepared under U.S.GAAP;the sect

260、ions of the Exchange Act that regulate the solicitation of proxies,consents or authorizations in respect of any securities registered under the Exchange Act;the sections of the Exchange Act that require insiders to file public reports of their share ownership and trading activities and that impose l

261、iability on insiders who profit from tradesmade in a short period of time;and 5Table of Contents the rules under the Exchange Act that require the filing with the SEC of quarterly reports on Form 10-Q,containing unaudited financial and other specified information,and currentreports on Form 8-K,upon

262、the occurrence of specified significant events.We will file with the SEC,within four months after the end of each fiscal year(or such other reports required by the SEC),an annual report on Form 20-F containing financialstatements audited by an independent registered public accounting firm.We may tak

263、e advantage of these exemptions until such time as we are no longer a foreign private issuer.We would cease to be a foreign private issuer at such time as more than 50%ofour outstanding voting securities are held by U.S.residents and any of the following three circumstances applies:(i)the majority o

264、f our executive officers or directors are U.S.citizens orresidents,(ii)more than 50%of our assets are located in the United States or(iii)our business is administered principally in the United States.Both foreign private issuers and emerging growth companies are also exempt from certain of the more

265、extensive SEC executive compensation disclosure rules.Therefore,if we nolonger qualify as an emerging growth company but remain a foreign private issuer,we will continue to be exempt from such rules and will continue to be permitted to follow our home countrypractice as to the disclosure of such mat

266、ters.Implications of Being a Controlled Company Under the Nasdaq Rules,a controlled company is a company of which more than 50%of the voting power for the election of directors is held by an individual,a group or anothercompany.We may be deemed a controlled company because we anticipate that our thr

267、ee main shareholders,including our Chief Executive Officer and our Chief Technology Officer,willcollectively own more than 50%of our voting power following the completion of this offering.For so long as we remain a controlled company,we will be exempt from the obligation to complywith certain Nasdaq

268、 corporate governance requirements,including:our board of directors is not required to be comprised of a majority of independent directors;our board of directors is not subject to the compensation committee requirement;and we are not subject to the requirements that director nominees be selected eit

269、her by the independent directors or a nomination committee comprised solely of independent directors.The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors.We are required to disclose inour annual report th

270、at we are a controlled company and the basis for that determination.Although we do not plan to take advantage of the exemptions provided to controlled companies,we mayin the future take advantage of such exemptions.Recent Regulatory Development in the PRC Recently,the PRC government initiated a seri

271、es of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice,includingcracking down on certain activities in the securities market,enhancing supervision over Chinese-based companies listed overseas using a VIE structure,adopting new mea

272、sures to extend thescope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.For example,on June 10,2021,the Standing Committee of the National Peoples Congress enacted the PRC Data Security Law,which took effect on September 1,2021.The lawrequires data collection to be condu

273、cted in a legitimate and proper manner,and stipulates that,for the purpose of data protection,data processing activities must be conducted based on dataclassification and hierarchical protection system for data security.On July 6,2021,the General Office of the Communist Party of China Central Commit

274、tee and the General Office of the State Council jointly issued a document to crack down on certainactivities in the securities markets and promote the high-quality development of the capital markets,which,among other things,requires the relevant governmental authorities to strengthencross-border ove

275、rsight of law-enforcement and judicial cooperation,to enhance supervision over Chinese-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.6Table of Contents On August 20,2021,the 30th meeting of the Standing Committee of

276、the 13th National Peoples Congress voted and passed the“Personal Information Protection Law of the PeoplesRepublic of China”,or“PRC Personal Information Protection Law”,which became effective on November 1,2021.The PRC Personal Information Protection Law applies to the processing ofpersonal informat

277、ion of natural persons within the territory of China that is carried out outside of China where(i)such processing is for the purpose of providing products or services for naturalpersons within China,(ii)such processing is to analyze or evaluate the behavior of natural persons within China,or(iii)the

278、re are any other circumstances stipulated by related laws andadministrative regulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”)jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)whichtook effect on February 15,2022,replacing t

279、he former Measures for Cybersecurity Review(2020)issued on April 13,2020.Measures for Cybersecurity Review(2021)stipulates that operatorsof critical information infrastructure purchasing network products and services,and online platform operators(together with the operators of critical information i

280、nfrastructure,the“Operators”)carrying out data processing activities that affect or may affect national security,shall conduct a cybersecurity review,and any online platform operator who controls more than one million userspersonal information must undergo a cybersecurity review by the cybersecurity

281、 review office if it seeks to be listed in a foreign country.The PRC government recently initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advancenotice,including cracking down on illegal activities in the se

282、curities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.However,since these statements and regulatory actions by the PRC government are

283、newlypublished,their interpretation,application and enforcement are unclear and there also remains significant uncertainty as to the enactment,interpretation and implementation of other regulatoryrequirements related to overseas securities offerings and other capital market activities,or future chan

284、ges in this regulatory regime.We cannot be certain that the competent PRC authority willnot take a view that is contrary to ours.Our operating subsidiary may collect and store certain data(including certain personal information)from our clients,who may be PRC individuals,in connection with their bus

285、iness andoperations and for“Know Your Customers”purposes(to combat money laundering).Given that:(i)our operating subsidiary is incorporated in Hong Kong and is located in Hong Kong,(ii)weor our operating subsidiary has no subsidiary,VIE structure or any direct operations in mainland China,and(iii)pu

286、rsuant to the Basic Law of the Hong Kong Special Administrative Region(the“Basic Law”),which is a national law of the PRC and the constitutional document for Hong Kong,national laws of the PRC shall not be applied in Hong Kong,except for those listed in AnnexIII of the Basic Law(which is confined to

287、 laws relating to defense and foreign affairs,safeguarding the national security,as well as other matters outside the autonomy of Hong Kong),we do notcurrently expect the Measures for Cybersecurity Review(2021),the PRC Personal Information Protection Law and the Trial Measures to have an impact on o

288、ur business,operations or thisoffering,as we do not believe that we or our operating subsidiary would be deemed to be an“Operator”that is required to file for cybersecurity review before listing in the United States,because(i)our operating subsidiary is incorporated in Hong Kong and operate in Hong

289、Kong without any subsidiary or VIE structure in mainland China and each of the Measures for CybersecurityReview(2021),the PRC Personal Information Protection Law and the Trial Measures remains unclear whether it shall be applied to a company based in Hong Kong;(ii)as of date of thisprospectus,we or

290、our operating subsidiary has in aggregate collected and stored personal information of less than one million users;(iii)all of the data we have collected is stored in serverslocated in Hong Kong;and(iv)as of the date of this prospectus,we or our operating subsidiary has not been informed by any PRC

291、governmental authority of any requirement that it files for acybersecurity review or a CSRC review.7Table of Contents On February 17,2023,with the approval of the State Council,the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or

292、the Trial Measures,and five supporting guidelines,which came into effect on March 31,2023.Pursuant to the Trial Measures,(i)domestic companies that seek to offer or listsecurities overseas,both directly and indirectly,shall complete filing procedures with the CSRC pursuant to the requirements of the

293、 Trial Measures within three working days following theirsubmission of initial public offerings or listing applications.If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content inits filing documents,such domestic company may

294、 be subject to administrative penalties,such as an order to rectify,warnings and fines,and its controlling shareholders,actual controllers,theperson directly in charge and other directly liable persons may also be subject to administrative penalties,such as warnings and fines;(ii)if the issuer meets

295、 both of the following criteria,theoverseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company:(A)50%or more of any of the issuers operatingrevenue,total profit,total assets or net assets as documented in its audited cons

296、olidated financial statements for the most recent fiscal year were derived from PRC domestic companies;and(B)the majority of the issuers business activities are carried out in mainland China,or its main place(s)of business are located in mainland China,or the majority of its senior management team i

297、ncharge of its business operations and management are PRC citizens or have their usual place(s)of residence located in mainland China.In such circumstances,where a PRC domestic company isseeking an indirect overseas offering and listing in an overseas market,the issuer shall designate a major domest

298、ic operating entity responsible for all filing procedures with the CSRC,and wherean issuer makes an application for an initial public offering or listing in an overseas market,the issuer shall submit filings with the CSRC within three business days after such application issubmitted.Based on the abo

299、ve mentioned,given that(i)the Company currently does not have,nor do it currently intend to establish,any subsidiary nor plan to enter into any contractualarrangements to establish a VIE structure with any entity in the PRC;(ii)it is not controlled by any PRC entity or individual;(iii)it does not ha

300、ve any operation in the PRC,nor does it have anypartnership or cooperation with any PRC entity or individual;(iv)it currently does not have,nor does it plan to have,any investment,such as owning or leasing any asset,in the PRC;(v)none ofthe senior managers in charge of the business operations and ma

301、nagement are citizens of the PRC or domiciled in mainland China;and(vi)no revenue of the Company is generated from thePRC,this offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on an overseas stock exchange,nor does it requires filing or approvals from th

302、e CSRC.Further,as of the date of this prospectus,in the opinion of the Companys PRC counsel,Beijing Yingke Law Firm Shenzhen Office,the Company is not considered a domesticenterprise under the Trial Measures and the Trial Measures do not apply to the Company,and its listing on Nasdaq does not requir

303、e fulfilling the filing procedure to the CSRC.However,therecan be no assurance that the relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC or any other PRC governmental authoritieswould not promulgate new rules or new interpretation of cur

304、rent rules(with retrospective effect)to require us to obtain CSRC or other PRC governmental approvals for this offering.If we or oursubsidiaries inadvertently conclude that such approvals are not required,we may be required to make corrections,be given a warning,be fined between RMB 1 million and RM

305、B 10 million,warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million,fine the controlling shareholder not less than RMB 1 million but not more thanRMB 10 million,prevent the Company from entering the securities market and our ability to offer or con

306、tinue to offer our ordinary shares to investors could be significantly limited or completedhindered,which could cause the value of our ordinary shares to significantly decline or become worthless.We may also face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencie

307、s may impose fines and penalties on our operations in China,limit our ability to pay dividends outside of the PRC,limit our operations in the PRC,delay or restrict therepatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our b

308、usiness,financial condition,results of operations and prospects,as well as the trading price of our securities.8Table of Contents Moreover,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and

309、 whatexisting or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified ornew laws and regulations will have on the daily business operations of the Company,its abilities to ac

310、cept foreign investments and the listing of our ordinary shares on U.S.or other foreignexchanges.There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Trial Measures are applied to the Company,ifthe Company is deemed to

311、be an“Operator”,or if the Measures for Cybersecurity Review(2021)or the PRC Personal Information Protection Law becomes applicable to the Company,thebusiness operation of the Company and the listing of our ordinary shares in the United States could be subject to the CACs cybersecurity review or CSRC

312、 Overseas Issuance and Listing reviewin the future.If the applicable laws,regulations,or interpretations change and the Company becomes subject to the CAC or CSRC review,we cannot assure you that the Company will be able tocomply with the regulatory requirements in all respects and our current pract

313、ice of collecting and processing personal information may be ordered to be rectified or terminated by regulatoryauthorities.The Company may be required to incur substantial costs and expenses in order to ensure compliance with the rules and regulations of the CAC or CSRC reviews.If the Companyfails

314、to receive or maintain such permissions or if the required approvals are denied,the Company may be required to cease its business operations until such permissions or approvals areobtained and may,if it continues to operate without such permissions or approvals,become subject to fines and other pena

315、lties which may have a material adverse effect on our business,operations and financial condition and may hinder our ability to offer or continue to offer ordinary shares to investors and cause the value of our ordinary shares to significantly decline or beworthless.Additionally,due to long arm prov

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

317、gard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our operating subsidiarys business,it may intervene in or influence ouroperations.Such governmental actions:could result in a material change in our operations;could hinder our ability to c

318、ontinue to offer securities to investors;and may cause the value of our ordinary shares to significantly decline in value or become worthless.As of the date of this prospectus,it is the opinion of our Hong Kong legal counsel,Charltons,that neither we,as an exempted company incorporated under the law

319、s of Cayman Islands,or our operating subsidiary,is required under any Hong Kong statutory or legal requirements to obtain permissions or pre-approvals from any Hong Kong authorities in connection with ourproposed issuance of our ordinary shares to foreign investors or listing on Nasdaq.In the opinio

320、n of our PRC counsel,Beijing Yingke Law Firm Shenzhen Office,neither we or our operating subsidiary is subject to permission requirements from the PRC authorities,including the CSRC and the CAC to approve the operations of us and offer our securities being registered to foreign investors.We have not

321、 received or been denied such permissions by any PRCauthorities,and we are also currently not required to obtain any pre-approval from Chinese authorities to list on a U.S.stock exchange,including Nasdaq.Given the current PRC regulatoryenvironment,it is uncertain when and whether we will be required

322、 to obtain permission from the PRC government to list on U.S.exchanges in the future,and even when such permission isobtained,whether it will be denied or rescinded.As of the date of this prospectus,neither we or our operating subsidiary has received any inquiry,notice,warning,sanctions or regulator

323、yobjection to this offering from the CSRC or other PRC governmental authorities.Because we do not conduct operating activities in the PRC,as of the date of this prospectus,in the opinion ofour PRC counsel,Beijing Yingke Law Firm Shenzhen Office,neither we or our operating subsidiary is required to s

324、eek approval from the CSRC,CAC or any other governmental agency to offerthe ordinary shares for sale in the offering herein.In the event that we inadvertently conclude that permissions or approvals from the PRC or Hong Kong authorities are not required,or in the event that applicable laws,regulation

325、s orinterpretations change,we may be required to obtain such permissions or approvals in the future.Further,if we are required to obtain approval in the future and are denied permission fromChinese authorities to list on U.S.exchanges,we will not be able to list on a U.S.exchange,which would materia

326、lly affect the interest of our investors.Further,if we were required to obtainadditional approvals to conduct our operations and if we failed to receive or maintain such permissions or if the required approvals are denied,we may be required to cease their businessoperations until such permissions or

327、 approvals are obtained and may,if they continue to operate without such permissions or approvals,become subject to fines and other penalties which mayhave a material adverse effect on our business,operations and financial condition and may hinder our ability to offer or continue to offer ordinary s

328、hares to investors and cause the value of ourordinary shares to significantly decline or be worthless.Further,if we were to become subject to PRC laws and/or authorities we could incur material costs to ensure compliance and experiencedevaluation of our ordinary shares or possibly delisting.See“Risk

329、 Factors Risks Related to Doing Business in Hong Kong-We may become subject to a variety of PRC laws and otherregulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers,and any failure to comply with applicable lawsa

330、nd regulations could have a material and adverse effect on our business,financial condition and results of operations and may hinder our ability to offer or continue to offer ordinary shares toinvestors and cause the value of our ordinary shares to significantly decline or be worthless.”on page 22 o

331、f this prospectus.Regulatory Permissions In the opinion of our Hong Kong counsel,Charltons,as of the date of this prospectus,our operating subsidiary has received from Hong Kong authorities all requisite licenses,permissionsor approvals needed to conduct its existing business activities described in

332、 this prospectus(excluding,for the avoidance of doubt,those licenses,permits,registrations,authorizations and otherqualifications that may be held by its employees and/or for the undertaking of specific projects),as summarized in the following table,and,as of the date of this prospectus,such registr

333、ation iseffective and has not been revoked.Company Name of License/Permission/Registration Issuing Authority Validity Office for Fine Architecture Limited Business registration certificate(60952948-000-01-25-3)Inland Revenue Department of Hong Kong January 31,2025 toJanuary 30,2026 OFA Group,as a holding company incorporated in the Cayman Islands that does not carry on any business operations by i