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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on April 10,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Dreamland Limited(Exact name of Registrant as specified in it

2、s charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 8741 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)c/o No.5,17th FloorPeakCastle,No.476 Castle Pe

3、ak RoadCheung Sha WanKowloon,Hong KongTel:(852)5628 6281(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Tel:(212)947-7200(Name,address,including zip code,and telephone n

4、umber,including area code,of agent for service)Copies to:Louise Liu,Esq.Morgan,Lewis&Bockius19th Floor,Edinburgh TowerThe Landmark15 Queens Road Central,Hong KongTel:(852)3551-8500 W.David MannheimNelson Mullins Riley&Scarborough LLP301 Hillsborough Street,Suite 1400Raleigh,NC 27603Tel:919-329-3804

5、Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 19

6、33,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.I

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

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

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

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

11、ion Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective inaccordance with Section 8(a)of the Securities Act of 1933 or until th

12、e Registration Statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus(the“Public Offering Prospectus”)to be us

13、ed for the initial public offering of 2,000,000 Class A Ordinary Shares of the Registrant(the“Class A Ordinary Shares”)through the underwriter named in the Underwriting section of the PublicOffering Prospectus,of which 1,340,000 Class A Ordinary Shares are offered by the Registrant and an aggregate

14、of 660,000 Class A Ordinary Shares are offered by the Selling Shareholder.Resale Prospectus.A prospectus to be used for the potential resale by the Resale Shareholders of an aggregate of 5,416,740 Class A Ordinary Shares of the registrant(the“Resale Prospectus”).The Resale Shares(“Resale Shares”)con

15、tained in the Resale Prospectus will not beunderwritten and sold through the underwriter.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers;the Offering section in the Pro

16、spectus Summary section on page 15 of the Public Offering Prospectus is removed and replaced with the Offering section on page Alt-1 of the Resale Prospectus;they contain different Use of Proceeds sections on page 53 of the Public Offering Prospectus which are removed and replaced with the Use of Pr

17、oceeds section on page Alt-1 of the Resale Prospectus;a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-1 of the Resale Prospectus;the Capitalization and Dilution sections on page 54 and page 56 of the Public Offering Prospectus are deleted from the Resale Pros

18、pectus respectively;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section on page 141 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page Alt-2 of the Resale Prospect

19、us;the Legal Matters section on page 146 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page Alt-3 of the Resale Prospectus;and the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this Regi

20、stration Statement,after the financial statements,a set of alternate pages(the“Alternate Pages”)to reflect the foregoing differences of 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 public

21、offering by the Registrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will beused for the resale offering by Resale Shareholders.The information in this prospectus is not complete and may

22、be changed or supplemented.We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities andit is not soliciting an offer to buy these securities in any jurisdiction where such

23、 offer or sale is not permitted.The information in this preliminary prospectus is not complete and may be changed or supplemented.We may not sell these securities until the registration statement filed with the Securities and Exchange Commission of which this prospectus is a part is effective.Thispr

24、eliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED APRIL 10,2025 Dreamland Limited 1,340,000 Class A Ordinary S

25、hares by the Company660,000 Class A Ordinary Shares by the Selling Shareholder This is an initial public offering by Dreamland Limited,or the Company,we,us,our or Dreamland,of 1,340,000 Class A Ordinary Shares of US$0.00001 par value each,or Class A Ordinary Shares and Ms.Seto Wai Yue,or Ms.Seto,our

26、 founder,chief executive officer,director and thecontrolling shareholder of our Company,or the Selling Shareholder,is offering an aggregate of 660,000 Class A Ordinary Shares to be sold in the offering pursuant to this prospectus.We are a Cayman Islands exempted company with limited liability conduc

27、ting our business primarily inHong Kong through our indirect wholly-owned subsidiary incorporated in Hong Kong,Trendic International Limited,or Trendic.The Company and its subsidiaries are collectively referred to as the Group,or Group.On March 31,2025,we adopted an amended and restated memorandum a

28、nd articles of association,which became effective and replaced our memorandum and articles of association in its entirety on March 31,2025.The amended and restated memorandum and articles of associationauthorizes the Company to issue 10,000,000,000 shares,consisting of 9,500,000,000 Class A Ordinary

29、 Shares of par value$0.00001 per Class A Ordinary Share,and 500,000,000 Class B Ordinary Shares of par value$0.00001 each,or Class B Ordinary Shares.Each Class A Ordinary Shareis entitled to one vote,and each Class B Ordinary Share is entitled to twelve(12)votes on any matter on which action of the

30、shareholders of the Company is sought and is convertible into one Class A Ordinary Share at any time at the option of the holder thereof on a one-for-one basis,respectively.Our Class B Ordinary Shares vote together with our Class A Ordinary Shares.Holders of Class B Ordinary Shares are not entitled

31、to receive dividends.2,000,000 Class A Ordinary Shares are being offered on a firm commitment basis,of which 1,340,000 Class A Ordinary Shares are offered by the Company and in aggregate 660,000 Class A Ordinary Shares are offered by the Selling Shareholder,each of which are being sold at the initia

32、loffering price.We anticipate that the offering price of the Class A Ordinary Shares will be in the range between US$4.00 and US$5.00 per Class A Ordinary Share.Prior to this offering,there has been no public market for our Class A Ordinary Shares.We intend to apply to list our Class A Ordinary Shar

33、es on the Nasdaq Capital Market under the symbol“TDIC”.This offering is contingent upon the listing of our Class A Ordinary Shares on the NasdaqCapital Market or another national securities exchange.There can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Na

34、sdaq Capital Market,or Nasdaq,or another national securities exchange and,if this listing is not successful,this offering cannot becompleted.Investing in our Class A Ordinary Shares involves a high degree of risk.See the section entitled“Risk Factors”starting on page 17 of this prospectus for a disc

35、ussion of information that should be considered before making a decision to purchase our Class A Ordinary Shares.Our company was incorporated in the Cayman Islands on July 5,2024,as a holding company without its own business operations.We conduct our business through our wholly-owned subsidiary,Tren

36、dic,in the Hong Kong Special Administrative Region of the Peoples Republic of China,orHong Kong or HK.We are not,and our subsidiary Trendic is not,a Chinese operating company.You are investing in Class A Ordinary Shares of our Company,a Cayman Islands holding company.Investors of our Class A Ordinar

37、y Shares are not purchasing and may never directly hold equity interests in Trendic.Such a structure involves unique risks to investors in this offering.Chinese regulatory authorities could disallow this structure,which would likely result in a material change in our operations and/or a material cha

38、nge in the value of the securities we are registering for sale,including that it could cause the value of such securities to significantly decline orbecome worthless.For a detailed description,see“Risks Relating to Doing Business in Hong Kong”on page 33 of this prospectus.We are an“Emerging Growth C

39、ompany”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced public company reporting requirements.Investing in our Class A Ordinary Shares involves risks.Please see“Implications of Our Being an Emerging Growth Company”and“Implications of Our

40、Being a Foreign Private Issuer”beginning on pages 13 and 14 of this prospectus for more information.The Holding Foreign Companies Accountable Act,or HFCA,Act was enacted on December 18,2020.The HFCA Act states if the United States Securities and Exchange Commission,or the SEC or the Securities and E

41、xchange Commission,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,or PCAOB,for two consecutive years beginning in 2021,the SEC shall prohibit

42、the companys shares from being traded on anational securities exchange or in the over-the-counter trading market in the United States.Our auditor,TAAD LLP,or TAAD,the independent registered public accounting firm that issues the audit report included in this prospectus,as an auditor of companies tha

43、t are operating in the UnitedStates and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TAADs compliance with applicable professional standards.TAAD is headquartered in the United States,and can be inspected

44、byPCAOB.On August 26,2022,CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of audit firms based in China and Hong Kong.Pursuant to the fact sheet with respect to the Protocoldisclosed by the SEC,the PCAOB sha

45、ll have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public ac

46、counting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.On D

47、ecember 29,2022,the Accelerating Holding Foreign Companies Accountable Act,or the Accelerating HFCA Act,was signed into law,which amended the HFCA Act by requiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for

48、two consecutive years instead of three.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signedinto law by former President Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to Accelerati

49、ng HFCA Act,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from threeyears to two.As a result of the Consolidated Appropriations Act,the Holding Foreign Companies Accountable Act(the“HFCA Act”)now also applies if the PCAOBs in

50、ability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreignjurisdiction.The denying jurisdiction does not need to be where the accounting firm is located.Our current auditor,TAAD,is a firm registered with the PCAOB with its headquarters at

51、 Diamond Bar,California,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess its compliance with the applicable professional standards.Notwithstanding the foregoing,in the future,if there is any regulatory change or step taken by PRC regulators th

52、at does not permit our auditor to provide audit documentations located in China to thePCAOB for inspection or investigation,investors may be deprived of the benefits of such inspection.Any audit reports not issued by auditors that are completely inspected by the PCAOB,or a lack of PCAOB inspections

53、of audit work undertaken in China that prevents the PCAOB fromregularly evaluating our auditors audits and their quality control procedures,could result in a lack of assurance that our financial statements and disclosures are adequate and accurate,then such lack of inspection could cause our securit

54、ies to be delisted from the stock exchange.We cannotassure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us.Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected.The Basic Law came

55、 into effect on July 1,1997.It is the constitutional document of Hong Kong,which sets out the basic policies of the Peoples Republic of China(including Hong Kong Special Administrative Region and Macao Special Administrative Region,exceptreferences to specific laws or regulations in the Peoples Repu

56、blic of China within this Registration Statement shall exclude Hong Kong Special Administrative Region and Macao Special Administrative Region),or PRC or China,regarding Hong Kong.Pursuant to the BasicLaw,national laws adopted by the PRC shall generally not be applied in Hong Kong,except for serval

57、specific circumstances relating to the national flag,national anthem,and diplomatic privileges and immunities.Despite the foregoing,the legal and operational risks ofoperating in China also apply to businesses operating in Hong Kong and Macau.There is a risk that there be a change in these policies,

58、which could result in a material change in our operations and/or the value of the Class A Ordinary Shares we are registering for sale orcould significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such Class A Ordinary Shares

59、 to significantly decline or be worthless.We are aware that recently,the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice,including cracking down on illegal activities in

60、 the securitiesmarket,enhancing supervision over mainland Chinese companies listed overseas using a VIE structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatoryactions are new,it is highl

61、y uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.In addition,due tolong arm provisions under the current laws and regulation

62、s of mainland China,there remains regulatory uncertainty with respect to whether in the future we will be required to obtain permissions or approvals from the authorities of mainland China to operate our businessor to list our securities on the U.S.exchanges and offer securities.We do not expect to

63、be subject to the cybersecurity review by the China Securities Regulatory Commission,or CSRC,and the Cyberspace Administration of China,or CAC,in relation to this offering,given that:(1)Trendic is incorporated in Hong Kong and is located inHong Kong;it is not a PRC domestic company,(2)we have no sub

64、sidiary,variable interest entity,or VIE,structure or any direct operations in mainland China,and(3)pursuant to the Basic Law of the Hong Kong Special Administrative Region of the Peoples Republic ofChina,or Basic Law,which is the constitutional document for Hong Kong,national laws of the PRC shall n

65、ot be applied in Hong Kong,except for those listed in Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as othermatters outside the autonomy of Hong Kong).Because our operations are in Hong Kong,a special administrative region of China,our business

66、is subject to the complex and rapidly evolving laws and regulations there.However,in light of recent events indicating greateroversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,we may be subject to a variety of PRC laws and other obligations rega

67、rding data protection and any other rules,and any failure to comply with applicable laws andobligations could have a material and adverse effect on our business and the offering.We may become subject to PRC laws or Hong Kong regulations relating to the collection,use,sharing,retention,security,and t

68、ransfer of confidential and private information,such aspersonal information and other data.In the event of a failure to comply,we may be required to suspend our relevant businesses and become subject to fines and other penalties,which may materially and adversely affect our financial condition.In ad

69、dition,given the recentevents indicating greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,it remains uncertain as to how any such regulatory measures will be interpreted or implemented.See more detailed discussion of this riskfactor on

70、page 36 of this prospectus.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,which could result in a material change in our operations and/orthe value of our Class A Ordinary Shares.S

71、ee“Risk Factors Risks Relating to Doing Business in Hong Kong”beginning on page 33 of this prospectus.We do not currently expect the Measures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law to have an impact on our business,operations or this offering as we do not belie

72、ve that Trendic would be deemed to be an“Operator”on the basisthat(i)Trendic is incorporated in Hong Kong and is not a PRC domestic company.It operates in Hong Kong without any subsidiary or VIE structure in mainland China,and each of the Measures for Cybersecurity Review(2021)and the PRC Personal I

73、nformationProtection Law remains unclear whether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,Trendic has in aggregate collected and stored personal information of less than one million users,and that data processed in our business does nothave a bearing on n

74、ational security and thus may not be classified as core or important data by the authorities;(iii)all of the data Trendic has collected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,Trendic has not been informed by anyPRC governmental authority of any requirement

75、 that it should file for a cybersecurity review or a CSRC review.An“Operator”is required to file for cybersecurity review before listing in the United States.We also do not expect to be subject to the Trial Administrative Measures of Overseas Securities Issuance and Listing by Domestic Enterprises o

76、f the PRC,or the Trial Overseas Listing Measures,in relation to this offering.On February 17,2023,the CSRC promulgated acircular on the Administrative Arrangements for Filing of Securities offering and Listing By Domestic Companies and released a set of new regulations which include the Trial Admini

77、strative Measures of Overseas Securities offering and Listing by Domestic Companies,orthe Trial Overseas Listing Measures,and five supporting guidelines.The Trial Overseas Listing Measures do not apply to us because we are not a PRC domestic company.See“Prospectus Summary-Recent Regulatory Developme

78、nts in the PRC”in this prospectus for details.As of the date of this prospectus,our Company and its subsidiaries have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities.None of our business activities ap

79、pears to bewithin the immediate targeted areas of concern by the Chinese government.For more details,see“Risk Factors Risks Relating to Doing Business in Hong Kong”We may become subject to a variety of PRC laws and other regulations regarding data protection orcybersecurity,and any failure to comply

80、 with applicable laws and regulations could have a material and adverse effect on our business,financial condition and results of operations”on page 35 of this prospectus.Our business is primarily conducted through our wholly-owned subsidiary,Trendic,in Hong Kong.We will rely on dividends paid by th

81、at subsidiary as well as the intermediary wholly owned subsidiary incorporated in the British Virgin Islands,or BVI,for our working capital and cashneeds,including the funds necessary to pay any dividends.We currently intend to retain all of our available funds and future earnings,if any,for the ope

82、ration and expansion of our business and do not anticipate declaring or paying any dividends shortly after our listing.We do not have aformal cash management policy.While there are currently no restrictions regarding the transfer of cash from Hong Kong,the PRC government may,in the future,impose res

83、trictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends toand from the other entities within our organization or to reinvest in our business outside of Hong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder the

84、 expansion of our business outside of Hong Kong and may affect our ability to receive funds fromTrendic.See“Transfers of Cash to and from our Subsidiaries”on page 5 and 6.Upon completion of this offering,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules as long as our ma

85、jority and eventual controlling shareholder Upon completion of this offering,Ms.Seto will be the beneficial owner of an aggregate of 21,236,240 Class AOrdinary Shares,which will represent 70.81%of the total issued and outstanding Class A Ordinary Shares.Ms.Seto will also be the beneficial owner of 1

86、00%of our outstanding Class B Ordinary Shares,which together with the Class A Ordinary Shares,will represent 79.13%of the totalaggregate voting power of the Company.For so long as we are a controlled company under that definition,we are permitted to elect to rely,and may rely,on certain exemptions f

87、rom corporate governance rules although we do not presently intend to rely on such exemptions.As a result,you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company

88、”exemption under the Nasdaq Stock Market Rules,we could elect to rely onthis exemption in the future.If we elected to rely on the“controlled company”exemption,a majority of the members of our board of directors might not be independent directors and our nomination and compensation committees might n

89、ot consist entirely of independent directors uponclosing of the offering.If we cease to remain as a foreign private issuer,we may rely on these exemptions.Furthermore,Ms.Seto will be able to exert significant control over our management and affairs,including approval of significant corporate transac

90、tions.For additional information,see“Risks Relating to Our Initial Public Offering and Ownership of Our Class A Ordinary Shares”on page 42 of this prospectus.Ms.Seto,our controlling shareholder has substantial influence over our Company.Ms.Setos interests may not be aligned with the interests of our

91、 othershareholders,and she could prevent or cause a change of control or other transactions.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced public company reporting requirements.Investing in our Class A

92、Ordinary Shares involves risks.Please see“Implications of Our Being an Emerging Growth Company”and“Implications of Our Being a Foreign Private Issuer”beginning on pages 13 and 14 of this prospectus for more information.Per Share Total Public offering price(1)US$US$(4)Underwriting discounts and commi

93、ssions to be paid by us(2)US$US$Proceeds to the Company before expenses to us(3)US$US$Proceeds to the Selling Shareholder before expenses(4)US$US$(1)Initial public offering price per share is assumed to be US$4.50,which is the midpoint of the range set forth on the cover page of this prospectus.(2)W

94、e have agreed to pay the underwriter a discount/commission equal to 7.0%of the gross proceeds of the offering.This table does not include a non-accountable expense allowance equal to 1%of the gross proceeds received by us from the sales of the Class A Ordinary Shares in thisoffering payable to the u

95、nderwriter.For a description of the other compensation to be received by the underwriter,see“Underwriting”beginning on page 141.(3)Excludes fees and expenses payable to the underwriter.The total amount of underwriter expenses related to this offering is set forth in the section entitled“Underwriting

96、 Discounts,Commission and Expenses”on page 141.(4)Includes US$6,030,000 gross proceeds from the sale of 1,340,000 Class A Ordinary Shares offered by our Company and US$2,970,000 gross proceeds from the sale of 660,000 Class A Ordinary Shares offered by the Selling Shareholder,assuming the initial of

97、fering price of US$4.50,being the midpoint of the range set forth on the cover page of this prospectus.This offering is being conducted on a firm commitment basis and the underwriter is obligated to take and pay for all of the shares if any such shares are taken.If we complete this offering,net proc

98、eeds will be delivered to us and the Selling Shareholder for our respective saleof Class A Ordinary Shares on the closing date.The underwriter expects to deliver the Class A Ordinary Shares to the purchasers against payment therefor on or about ,2025.Neither the SEC nor any state securities commissi

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

100、us is a part is accurate as of any date other than the date hereof,regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares being registered in theRegistration Statement of which this prospectus forms a part.No dealer,salesperson or any other person is auth

101、orized to give any information or make any representations in connection with this offering other than those contained in this prospectus and,if given or made,the information or representations must not be relied upon as having beenauthorized by us.This prospectus does not constitute an offer to sel

102、l or a solicitation of an offer to buy any security other than the securities offered by this prospectus,or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer orsolicitation is not authorized or is unlawful.Bancroft Capital,LLC The d

103、ate of this prospectus is ,2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS17USE OF PROCEEDS53CAPITALIZATION54DIVIDEND POLICY55DILUTION56SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA57MANAGEMENTS DISCUSSION AND ANALYS

104、IS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS58HISTORY AND CORPORATE STRUCTURE75BUSINESS77REGULATORY ENVIRONMENT AND THE LAWS AND REGULATIONS OF HONG KONG96MANAGEMENT104PRINCIPAL AND SELLING SHAREHOLDERS117RELATED PARTY TRANSACTIONS119DESCRIPTION OF SHARE CAPITAL121CERTAIN CAYMAN ISLANDS COMPA

105、NY CONSIDERATIONS122SHARES ELIGIBLE FOR FUTURE SALE131MATERIAL TAX CONSIDERATIONS133ENFORCEABILITY OF CIVIL LIABILITIES139UNDERWRITING141EXPENSES RELATED TO THIS OFFERING145LEGAL MATTERS146EXPERTS147WHERE YOU CAN FIND MORE INFORMATION148INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until ,2025(the 2

106、5th day after the date of this prospectus),all dealers that buy,sell or trade our Class A Ordinary Shares,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus whenacting as an underwriter and with

107、respect to their unsold allotments or subscriptions.-i-ABOUT THIS PROSPECTUS Neither we,the Selling Shareholder nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing pros

108、pectus.Neither we nor the underwriter take responsibility for,norprovide any assurance about the reliability of,any information that others may give you.This prospectus is an offer to sell only the securities offered hereby,and only under circumstances and in jurisdictions where it is lawful to do s

109、o.The information contained in this prospectus is accurateonly as of the date of this prospectus,regardless of the time 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 out

110、side the United States:neither we,the Selling Shareholder nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the United Stat

111、es who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.We are incorporated under the laws of the Cayman Islands as an exempted c

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

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

114、provisions of the International Financial Reporting Standards,or IFRS.Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figures shown as totals in certain tables or charts may not be the arith

115、metic aggregation of those that precede them,andamounts and figures expressed as percentages in the text may not total 100%or,when aggregated may not be the arithmetic aggregation of the percentages that precede them.Our reporting currency is the Hong Kong dollar,or HKD or HK$.We make no representat

116、ion that the Hong Kong dollar or U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars or Hong Kong dollars,as the case may be,at any particularrate or at all.This prospectus contains translations of certain HK$amounts into U.S.dollar amounts at spe

117、cified rates solely for the convenience of the reader.Numerical figures included in this prospectus have been subject to rounding adjustments.Accordingly,numerical figures shown as totals invarious tables may not be arithmetic aggregations of the figures that precede them.Certain market data and for

118、ecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental and international agencies and industry publications and surveys.Industry publications and third-party research,surveys and reports generally indicate that th

119、eir information has been obtained from sources believed to be reliable.This information involves a number of assumptions and limitations,and you are cautioned not to give undue weight to such estimates.Our estimates involve risks anduncertainties and are subject to change based on various factors,in

120、cluding those discussed under the heading“Risk Factors”in this prospectus.-1-SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.These forward-looking statements are contained princip

121、ally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussionand Analysis of Financial Condition and Results of Operations,”and“Business.”These statements relate to events that involve known and unknown risks,uncertainties and other factors,including thos

122、e listed under“Risk Factors,”which may cause our actual results,performance orachievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be identified by words o

123、r phrases such as“believe,”“plan,”“expect,”“intend,”“should,”“seek,”“estimate,”“will,”“aim”and“anticipate”or other similar expressions,but these are not the exclusive means of identifying such statements.All statements other than statements of historical facts included in this document,including tho

124、se regarding future financial position and results,business strategy,plans and objectives of management for future operations(including development plans and dividends)and statements on futureindustry growth are forward-looking statements.In addition,we and our representatives may from time to time

125、make other oral or written statements which are forward-looking statements,including in our periodic reports that we will file with the SEC,other information sent to ourshareholders and other written materials.These forward-looking statements are subject to risks,uncertainties and assumptions,certai

126、n of which are beyond our control.In addition,these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.Actual outcomesmay differ materially from the information contained in the forward-looking statements as a result of a

127、number of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:our business and operating strategies and our various measures to implement such strategies;our operations and business prospects,including development and capital expenditure plans for our ex

128、isting business;changes in policies,legislation,regulations or practices in the industry and place in which we operate that may affect our business operations;our financial condition,results of operations and dividend policy;changes in political and economic conditions and competition in the events

129、management and related industry;the regulatory environment and industry outlook in general;catastrophic losses from man-made or natural disasters,such as fires,floods,windstorms,earthquakes,diseases,epidemics,other adverse weather conditions or natural disasters,war,international or domestic terrori

130、sm,civil disturbances and other political or social occurrences;the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;the overall economic environment and general market and economic conditions in Hong Kong;changes in the need for capita

131、l and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes in consumer performances,tastes and trends;and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only

132、to events or information as of the date on which the statements are made in this prospectus.Except as required by law,we undertake no obligation to update or revise publicly any forward-looking statements,whether as aresult of new information,future events or otherwise,after the date on which the st

133、atements are made or to reflect the occurrence of unanticipated events.You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the RegistrationStatement,of which this prospectus is a part,completely and with the understanding that our actu

134、al future results or performance may be materially different from what we expect.-2-PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that may be important to you,and we urge you to read this entire prosp

135、ectus carefully,including the“Risk Factors,”“Business”and“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”sections and our consolidated financial statements and notes to those statements,included elsewhere in this prospectus,before deciding to invest in our Class

136、A Ordinary Shares.This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements.”Overview We are an event management service provider based in Hong Kong with over eight years of experience in managing the entire or part

137、 of the event lifecycle for our customers.Events encompass a range of public and private events,from trade shows,conferences,concerts,exhibitions,charitygalas,brand promotion events to internal corporate events.For enterprises,events offer a highly effective way to maximize their engagement with cus

138、tomers,helping enterprises to generate and qualify leads,deepen relationships with customers and build brand loyalty and advocacy,such aspromotion of a brand by satisfied customers through customers sharing positive experiences on social media,providing referrals to friends and family,or simply tell

139、ing others about the brand.We specialize in assisting event organizers in organizing,planning,promoting and managing themed touring walk-through experience events,or experience events,for intellectual property owners,or IP owners,of characters in well-publicized animated cartoons and/or live action

140、theatricalmotion pictures,each a licensed character.This type of experience events typically involve an intellectual property license,or IP license,from the IP owner to an event organizer,giving the event organizer the right to develop,organize,plan,promote and manage experience events relating toth

141、e licensed character and other licensed properties,including the name of the licensed character,title of the animated cartoon/live action theatrical motion picture,costumes,environmental settings,plot elements and artwork together as the licensed property in approved venues in a specifiednumber of t

142、erritories.During the experience event,event attendees may separately purchase,in designated area(s)at the approved venue,(i)various interactive activities and/or entertainment,including hands-on active-play/participation and/or media-based activities,such as green-screenphoto/video capturing activi

143、ties where guests are offered the opportunity to have their photo and/or video taken using green-screen capture technology,or the interactive opportunities;(ii)custom-made merchandise featuring the licensed property that are commissioned specially for theexperience event,or the custom-made merchandi

144、se,as well as other licensed merchandise featuring the licensed property that are supplied by the IP owners and/or its licensee(s);and(iii)food and beverage products.Apart from organizing,planning,promoting and managing experience events,we also engage in the design and/or sale of merchandise,such a

145、s merchandise sold in concert venues and merchandise used as gift with purchase by our customers,as well as event management for brands,such assetting-up and running of pop-up stores and organizing store opening/product launch press events for labels.During the COVID-19 pandemic,or COVID-19 pandemic

146、,most of the in-person events were rescheduled,postponed or cancelled and our business relied on the design and/or sale of merchandise and government subsidies.When things started to normalize after the COVID-19 pandemic,our business primarily focused on event management business again.During the si

147、x months ended September 30,2024,we started to be an event organizer for events.For the six months ended September 30,2023 and 2024,our net revenue amounted to approximately HK$3.8 million and approximately HK$31.0 million,respectively,representing an increase of approximately 722%.Due to our busine

148、ss expansion as event organizer for events and the endof the COVID-19 pandemic lock down policies by the HK government,we recorded a net profit for the six months ended September 30,2023 amounting to approximately HK$1.36 million compared to a net profit for the year ended September 30,2024 amountin

149、g to approximatelyHK$2.71 million.For the years ended March 31,2023 and 2024,our net revenue amounted to approximately HK$3.6 million and approximately HK$20.4 million,respectively,representing an increase of approximately 465%.Due to our business expansion and the end of the COVID-19 pandemic lock

150、downpolicies by the HK government,we recorded a net loss for the year ended March 31,2023 amounting to approximately HK$0.48 million compared to a net profit for the year ended March 31,2024 amounting to approximately HK$7.09 million.-3-Our Competitive Strengths We believe the following competitive

151、strengths have contributed to our success to date and will continue to distinguish us from our competitors:We have an established reputation and proven track record in the events industry;We have the ability to manage the entire event lifecycle;Our management team possesses extensive events industry

152、 experience and business network;We have built a good relationship with an established network of service providers that are essential for our operations;Our creative offerings help to ensure the profitability of experience events;and We have our own event venue.Our Business Strategies We plan to co

153、ntinue to expand the breadth and depth of our event management,design and merchandising services,thereby expanding our market share in the events industry in Hong Kong as well as to develop more overseas markets for our event management and merchandisingbusinesses.To achieve these business goals,we

154、plan to:Build on our core business as an event planner and move up the value chain from a pure service provider to also play the role of an event organizer;Obtaining multi-territorial IP licenses from IP owners to help us increase our market share in Hong Kong and further develop overseas markets;Bu

155、ild our own ticketing platform to facilitate direct marketing of the events we organize and the collection of full engagement data on event attendees;and Expand our project department,finance and administration department,set up a new sales and marketing department and an information technology depa

156、rtment as well as to upgrade our enterprise resource planning,or ERP,system.-4-Corporate Information Our Company was incorporated in the Cayman Islands on July 5,2024.Our registered office in the Cayman Islands is located at Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111,Cayman Isl

157、ands.Our administrative office is located at No.5,17th Floor,PeakCastle,No.476 Castle Peak Road,Cheung Sha Wan,Kowloon,Hong Kong.Our telephone number is+852 5628 6281.The information contained on,or that can be accessed through,our website(http:/)is not incorporated into this prospectus and is not p

158、art of thisprospectus.Our agent for service of process in the United States is Cogency Global Inc.,122 East 42nd Street,18th Floor,New York,NY 10168.Transfers of Cash to and From Our Subsidiaries Our business is primarily conducted through our indirect wholly-owned operating subsidiary,Trendic.The C

159、ayman Islands holding company will rely on dividends paid by its subsidiaries namely,Goal Success Global Limited,or Goal Success,our direct wholly-owned subsidiary and thelatters wholly-owned operating subsidiary,Trendic,for our Companys working capital and cash needs,including the funds necessary t

160、o pay any dividends.Our Company and Goal Success are Cayman Islands and BVI holding companies,respectively.Only Trendic operates in Hong Kong.For the fiscal years ended March 31,2023 and 2024,Trendic declared and paid a dividend of HK$5,500,000 on March 30,2024 to its then existing shareholders.For

161、the six months ended September 30,2023 and 2024,no dividend was declared or paid by Trendic to its then existingshareholders.If we decide to pay dividends on any of our Class A Ordinary Shares,as a holding company,we will depend on the receipt of funds from Trendic through dividend payments.We are p

162、ermitted under the laws of the Cayman Islands and BVI to provide funding to Trendic throughloans and/or capital contributions without restriction on the amount of the funds loaned or contributed.We currently intend to retain all of our available funds and future earnings,if any,for the operation and

163、 expansion of our business and do not anticipate declaring or paying any dividends shortly after the listing.We do not have a formal cash management policy.Any future determinationrelated to our dividend policy will be made at the discretion of our board of directors after considering our financial

164、condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to therestrictions contained in any future financing instruments.Cayman Islands.Subject to the Companies Act(as revised)of the Cayman I

165、slands,as amended,supplemented or otherwise modified from time to time,or Companies Act,and our articles of association of our Company adopted on July 5,2024,as amended and restated from time to time,orArticles of Association,our board of directors may declare dividends and distributions on our Clas

166、s A Ordinary Shares and authorize payment of dividends or distributions out of the funds of the Company.No dividend or distribution shall be paid except out of our realized or unrealizedprofits,or out of our share premium account unless immediately following the payment we are able to pay our debts

167、as they fall due in the ordinary course of business.British Virgin Islands.Under BVI law,the board of directors of our BVI subsidiary may authorize payment of a dividend to its shareholders as such time and of such an amount as they determine if they are satisfied on reasonable grounds that immediat

168、ely following the dividend the value ofour assets will exceed our liabilities and our BVI subsidiary will be able to pay its debts as they become due.-5-Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realized profits less accumulated realize

169、d losses)or other distributable reserves.Dividends cannot be paid out of share capital.At this time,there are no restrictions or limitationsunder the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong,nor is there any r

170、estriction on foreign exchange to transfer cash between the Company and its subsidiaries,across borders and to U.S.investors,nor are there any restrictions or limitations on distributing earnings from our business and subsidiaries to the Company and U.S.investors.Under the current practice of the In

171、land Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.However,the PRC government may,in the future,impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities

172、 within our organization or to reinvest in our business outside of Hong Kong.Suchrestrictions and limitations,if imposed in the future,may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from Trendic.For more information,see“Dividend Pol

173、icy,”“Risk Factors”,“Selected Consolidated Financial and Other Data”and“Consolidated Statements of Changes in Shareholders Equity”in the Report of the independent registered public accounting firm.Corporate Structure The PRC government may,in the future,disallow our corporate structure,which restric

174、tions would likely result in a material change in our operations and/or in the value of our Class A Ordinary Shares.Such restrictions may cause the value of our Class A Ordinary Shares to declinesignificantly in value or be rendered worthless.The following diagram illustrates our corporate structure

175、 as of the date of this prospectus and upon completion of our offering based on a proposed number of 2,000,000 Class A Ordinary Shares being offered.Unless otherwise stated,all percentages reflect the equity interests held by each ofour shareholders.Each holder of Class A Ordinary Shares is entitled

176、 to one vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to twelve(12)votes per one Class B Ordinary Share.Investors are purchasing shares in our Company,and Trendic is the entityin which the Groups operations are conducted.Notes:(1)Prime Crest is wholly-owned b

177、y Mr.Cheung Sze Wah,Sam,an independent third party.(2)Fuji Holdings Limited,or Fuji Holdings,is wholly-owned by Mr.Chang Kin Man,an independent third party.(3)Kilo Wonders is wholly-owned by Ms.Yip,an independent third party and an existing shareholder of Trendic.(4)Yield Rights is wholly-owned by M

178、s.Lau Wing Yu,an independent third party.(5)Allied Target Limited is wholly-owned by Mr.Cheung Ching Ping,an independent third party.*Represents voting interest.#Takes into account the sale of 660,000 Class A Ordinary Shares by Ms.Seto in the offering.Other than Ms.Seto,none of the other shareholder

179、s have held any position,office or other material relationship with the Company or any of its predecessors or affiliates within the past three years.Summary Risk Factors Investing in our Class A Ordinary Shares involves risks.You should carefully read and consider all of the information contained in

180、 this prospectus,including in“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidatedfinancial statements and the notes thereto,before making an investment decision.For example,see“Risk Factors Relating to Doing Business in Hong Kong”b

181、eginning on page 33 for a detailed discussion about the number of risks relating to an investment in our Company arising from the legal system in China,including but not limited to:risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly wi

182、th little advance notice see“Risk Factors Risks Relating to Doing Business in Hong Kong-We may become subject to a variety of PRC laws and other regulationsregarding data protection or cybersecurity,and any failure to comply with applicable laws and regulations could have a material and adverse effe

183、ct on our business,financial condition and results of operations”on page 35;the risk that the Chinese government may intervene or influence our operations at any time,or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a

184、material change in our operations and/or the value of ourClass A Ordinary Shares see“Risk Factors Risks Relating to Doing Business in Hong Kong”that begins“Through long arm provisions under the current PRC laws and regulations,the PRC government may exercise significant oversight over the conduct of

185、 our business”on page 33;-6-any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to inv

186、estors and causethe value of our Class A Ordinary Shares to significantly decline or be worthless see“Risk Factors Risks Relating to Doing Business in Hong Kong”that begins“Through long arm provisions under the current PRC laws and regulations,the PRC government may exercise significantoversight ove

187、r the conduct of our business”on page 33.The risks summarized below are qualified by reference to“Risk Factors”beginning on page 17 of this prospectus,which you should carefully consider before making a decision to invest in our Class A Ordinary Shares.If any of these risks actually occurs,our busin

188、ess,financial condition orresults of operations would likely be materially adversely affected.In such case,the trading price of our Class A Ordinary Shares would likely decline,and you may lose all or part of your investment.In reviewing this prospectus,you should bear in mind that past results are

189、no guarantee offuture performance.See“Cautionary Statement Regarding Forward-Looking Statements”for a discussion of forward-looking statements,and the significance of forward-looking statements in the context of this prospectus.The following is a summary of what our management views as our most sign

190、ificant risk factors including but not limited to the following:We are transitioning into a new business model which makes it difficult to evaluate our prospects and future financial results,and our past growth rate,revenue and net profit margin may not be indicative of our future growth rate,revenu

191、e and net profit margin.We may implement business strategies and growth plans that may not be successful.The loss of one or more of our major customers or our failure to secure new customers may adversely affect our business,results of operations and financial condition.We may face revenue concentra

192、tion risk due to reliance on a single key customer.We depend on our management team,particularly Ms.Seto,and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.Our business is substantially dependent upon the continued strength o

193、f the market for experience events.Our business and results of operations may be adversely affected if we are unable to capture,predict or respond timely to our customers and/or their end consumers needs and preferences or keep up with market trend for experience events and merchandise.Fluctuations

194、in consumer spending caused by social,economic,political and legal developments or instability,as well as any changes in government policies,in Hong Kong and other Southeast Asian countries could materially and adversely affect our business,results of operations,financial condition and business pros

195、pects.-7-We provide event management,design and/or merchandising services to our customers on a project-by-project basis which exposes us to the risk of uncertainty and potential volatility with respect to our revenue.We enter into fixed-price contracts with our customers,and our failure to accurate

196、ly estimate the resources and time required to perform these contracts could materially and adversely affect our business,results of operations and financial condition.Our success depends on our ability to maintain our reputation and our business and financial results may be harmed if events occur t

197、hat damage our reputation.We operate in a competitive market.A shift in our customers business model may adversely affect our business,results of operations and financial condition.Our operating margin may decline as a result of increasing cost of revenue and other indirect costs.We may incur losses

198、 in the future.There is no guarantee that we will receive payments from our customers in full on time or at all.Errors,defects,interruptions or any other malfunction or safety issues causing disruption to our customers events could diminish demand for our event management,design and/or merchandising

199、 services.We depend on third-party vendors to assist us with the organization,planning,promotion and/or management of events.We are dependent on third-party manufacturers for the production of merchandise,and any disruption to our relationship or their manufacturing operations could adversely affect

200、 our merchandising services.We rely on a limited number of key suppliers.We may be exposed to intellectual property,or IP,infringement claims by third parties against IP owners,our customers,ourselves and/or any other sub-licensees and if we fail to defend such claims,they could subject us to signif

201、icant liabilities and other costs,and we may not beallowed to continue to use certain of the IP rights.If we are unable to protect the IP owners IP rights in the licensed property effectively,our business and reputation could suffer.If we are unable to maintain and protect our IP,or if third parties

202、 assert that we infringe on their IP rights,our business could suffer.Any failure to maintain an effective quality control system may have a material adverse effect on our reputation,results of operations and financial condition.The nature of our business exposes us to product liability claims.Legal

203、 disputes or proceedings may expose us to liabilities,divert our managements attention and adversely affect our reputation.Natural disasters and other catastrophic events beyond our control could adversely affect our business operations and financial performance.Our business and operations may be ma

204、terially and adversely affected in the event of a resurgence of the COVID-19 pandemic.Our current insurance coverage may not sufficiently protect us against all the risks we are exposed to,and the insurance premium may increase.Our business could be adversely affected by information technology syste

205、ms breakdown or disruption.Fluctuations in foreign currency exchange rates may materially and adversely affect our financial condition and results of operations.The aging population may have an adverse effect on our business,results of operations and financial condition.Our business may be subject t

206、o seasonal effects,which may adversely affect our liquidity and results of operations in certain seasons.We may need to raise additional capital required to grow our business,and we may be unable to raise capital on terms acceptable to us or at all.Our executive officers have no prior experience in

207、operating a U.S.public company,and their inability to operate the public company aspects of our business could harm us.If we fail to implement and maintain an effective system of internal controls,we may be unable to accurately or timely report our results of operations or prevent fraud,and investor

208、 confidence and the market price of our Class A Ordinary Shares may be materially and adverselyaffected.We will be subject to changing laws,rules and regulations in the U.S.regarding regulatory matters,corporate governance and public disclosure that will increase both our costs and the risks associa

209、ted with non-compliance.In the event the PRC government restricts or prohibits cash transfers from Hong Kong,our ability to distribute earnings and pay dividends may be impeded,thus limiting our ability to grow our business or receive earnings to the detriment of our investors.The Chinese regulatory

210、 authorities could disallow our organizational structure,which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale,including that it could cause the value of such securities tosignificantly decline or become w

211、orthless.-8-The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance,and could result in significant losses and you may not be able to resell your shares at or above the offering price.You may face difficulties in protecting your interest

212、s,and your ability to protect your rights through U.S.courts may be limited,because we are incorporated under Cayman Islands law.Because we are a Cayman Islands company and all of our business is conducted in Hong Kong,you may be unable to bring an action against us or our officers and directors or

213、to enforce any judgment you may obtain.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions applicable to United States domestic public companies.Holding Foreign Companies Accountable Act The Holding Foreign Companie

214、s Accountable Act,or HFCA,Act was enacted on December 18,2020.The HFCA Act states if the United States Securities and Exchange Commission,or the SEC or the Securities and Exchange Commission,determines that a company has filed audit reportsissued by a registered public accounting firm that has not b

215、een subject to inspection by the Public Company Accounting Oversight Board of the United States,or PCAOB,for two consecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on anational securities exchange or in the over-the-counter trading market in the United S

216、tates.Our auditor,TAAD LLP,or TAAD,the independent registered public accounting firm that issues the audit report included in this prospectus,as an auditor of companies that are operating in the UnitedStates and a firm registered with the PCAOB,is subject to laws in the United States pursuant to whi

217、ch the PCAOB conducts regular inspections to assess TAADs compliance with applicable professional standards.TAAD is headquartered in the United States,and can be inspected byPCAOB.On August 26,2022,CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol(the“Protocol”),go

218、verning inspections and investigations of audit firms based in China and Hong Kong.Pursuant to the fact sheet with respect to the Protocoldisclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to tra

219、nsfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.How

220、ever,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.On December 29,2022,the Accelerating Holding Foreign Companies Accountable Act,or the Accelerating HFCA Act,was signed into law,whic

221、h amended the HFCA Act by requiring the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolid

222、ated Appropriations Act”),was signedinto law by former President Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to Accelerating HFCA Act,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA

223、 Act from threeyears to two.As a result of the Consolidated Appropriations Act,the Holding Foreign Companies Accountable Act(the“HFCA Act”)now also applies if the PCAOBs inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreignjurisdic

224、tion.The denying jurisdiction does not need to be where the accounting firm is located.Our current auditor,TAAD,is a firm registered with the PCAOB with its headquarters at Diamond Bar,California,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to asses

225、s its compliance with the applicable professional standards.Notwithstanding the foregoing,in the future,if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in China to thePCAOB for inspection or investigation,inve

226、stors may be deprived of the benefits of such inspection.Any audit reports not issued by auditors that are completely inspected by the PCAOB,or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB fromregularly evaluating our auditors audits and their quality control

227、 procedures,could result in a lack of assurance that our financial statements and disclosures are adequate and accurate,then such lack of inspection could cause our securities to be delisted from the stock exchange.We cannotassure you whether Nasdaq or other regulatory authorities will apply additio

228、nal or more stringent criteria to us.Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected.Recent Regulatory Developments in the PRC Recently,the PRC government initiated a series of regulatory actions and statements to regulate business

229、 operations in certain areas in China,including cracking down on certain illegal activities in the securities market,enhancing supervision over Chinese-based companies listed overseasusing a VIE structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in ant

230、i-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 law requires data collection to be conducted in a legitimate and proper manner,and stipulates that,for the purpose of

231、data protection,data processing activities must be conducted based on data classification and hierarchical protection system for data security.-9-On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document

232、to crack down on certain illegal activities in the securities markets to promote the high-quality development of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance sup

233、ervision over Chinese-based companies listed overseas,and to establish and improve the system of extraterritorialapplication of the PRC securities laws.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress voted and passed the“Personal Information Protect

234、ion Law of the Peoples Republic of China,”or PRC Personal Information Protection Law,which became effective on November 1,2021.The PRC Personal Information Protection Law applies to the circumstances that processing of personal information of natural persons within the territory of China and that is

235、 carried out outside of China where(1)such processing is for the purpose of providing products or services fornatural persons within China,(2)such processing is to analyze or evaluate the behavior of natural persons within China,or(3)there are any other circumstances stipulated by related laws and a

236、dministrative regulations.On December 28,2021,the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review(2021)which took effect on February 15,2022,replacing the former Measures for Cybersecurity Review(2020)issued on April 13,2020.Measures forCybersecurity Re

237、view(2021)stipulates that operators of critical information infrastructure purchasing network products and services,and online platform operators(together with the operators of critical information infrastructure,or the Operators,carrying out data processing activities thataffect or may affect natio

238、nal security,shall conduct a cybersecurity review,and any online platform operator who controls more than one million users personal information must undergo a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.We do not expect to be subject to the

239、cybersecurity review by the CSRC and the CAC in relation to this offering,given that:(1)our principal operating subsidiary,Trendic,is incorporated in Hong Kong and is located in Hong Kong,not a PRC domestic company,(2)we have no subsidiary,VIE structure or any direct operations in mainland China,and

240、(3)pursuant to 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 Annex III of the Basic Law(which is confined to laws relating to defense and foreign affairs,as well as

241、other matters outside the autonomy of Hong Kong).We do not currently expect the Measures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law to have an impact on our business,operations or this offering as we do not believe that Trendic would be deemed to be an“Operator”on

242、the basis that(i)Trendic isincorporated in Hong Kong,not a PRC domestic company,and operates in Hong Kong without any subsidiary or VIE structure in mainland China,and each of the Measures for Cybersecurity Review(2021)and the PRC Personal Information Protection Law remains unclear whether it shallb

243、e applied to a company based in Hong Kong;(ii)as of date of this prospectus,Trendic has in aggregate collected and stored personal information of less than one million users,and that data processed in our business does not have a bearing on national security and thus may not beclassified as core or

244、important data by the authorities;(iii)all of the data that Trendic has collected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,Trendic has not been informed by any PRC governmental authority of any requirement that it files for acybersecurity review or a CSRC re

245、view.An“Operator”is required to file for cybersecurity review before listing in the United States.-10-On February 17,2023,the CSRC issued the Trial Overseas Listing Measures,which came into effect on March 31,2023.Under the Trial Overseas Listing Measures,a domestic enterprise conducting overseas is

246、suance and listing(includes direct and indirect overseas issuance and listing)shall conduct and complete relevant filing procedures with the CSRC.Any overseas issuance and listing conducted by an issuer that concurrently meets the following conditions shall be determined as indirect overseas issuanc

247、e and listing by a domestic enterprise:(i)50%or more of itsoperating revenue,total profit,total assets or net assets as recorded in its audited consolidated financial statements for the most recent fiscal year is being accounted for by domestic companies;and(ii)the main parts of its business activit

248、ies are conducted in mainland China,its principalplaces of business are located in mainland China,or the senior management in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China.Based on the above mentioned,given that(i)the Group currently does

249、not have,nor does it currently intend to establish,any subsidiary nor plan to enter into any contractual arrangements to establish a VIE structure with any entity in the PRC;(ii)it is not controlled by any PRC entity orindividual;(iii)it does not have any operation in the PRC,nor does it have any pa

250、rtnership or cooperation with any PRC entity or individual;(iv)it currently does not have,nor does it plan to have,any investment,such as owning or leasing any asset,in the PRC;(v)none of the seniormanagers in charge of the business operations and management are citizens of the PRC or domiciled in m

251、ainland China;and(vi)no revenue of the Company is generated from the PRC,this offering shall not be deemed as a domestic enterprise that indirectly offer or list securities on anoverseas stock exchange,nor does it requires filing or approvals from the CSRC.We are not subject to any PRC laws and regu

252、lations except to those applicable to Hong Kong listed in Annex III of the Basic Law.We believe,and we have been advised by our PRC legal counsel,that we donot need permission or approval from the Chinese government to operate our business or offer our Class A Ordinary Shares to investors.As such,we

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

254、to the Company,and its listing on Nasdaq does not requirefulfilling the filing procedure to the CSRC.However,there can be no assurance that the relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC or any other PRC governmental authorities wo

255、uld not promulgate new rules or newinterpretation of current rules(with retrospective effect)to require us to obtain CSRC or other PRC governmental approvals for this offering.If we or Trendic inadvertently conclude that such approvals are not required,we may be required to make corrections,be given

256、 a warning,be finedbetween RMB 1 million and RMB 10 million,warn the responsible person and impose a fine of not less than RMB 500,000 but not more than RMB 5 million,fine the controlling shareholder not less than RMB 1 million but not more than RMB 10 million,prevent the Company fromentering the se

257、curities market and our ability to offer or continue to offer our Class A Ordinary Shares to investors could be significantly limited or completed hindered,which could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.Our Group mayalso face sanctions by the

258、CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies 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 the repatriation of theproceeds from this offering into the PRC or

259、 take other actions that could have a material adverse effect on our business,financial condition,results of operations and prospects,as well as the trading price of our securities.-11-However,since these statements and regulatory actions are new and under development,it is highly uncertain how soon

260、 the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations willbe modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws and regulations

261、will have on the daily business operations of Trendic,its ability to accept foreign investments and the listing of our Class A Ordinary Shares on U.S.or otherforeign exchanges.If Trendic is deemed to be an“Operator,”or if Measures for Cybersecurity Review(2021),the PRC Personal Information Protectio

262、n Law or the Trial Overseas Listing Measures becomes applicable to Trendic,the business operation of Trendic and the listing of our ClassA Ordinary Shares in the United States could be subject to the CACs cybersecurity review or CSRC Overseas Issuance and Listing review in the future.If the applicab

263、le laws,regulations,or interpretations change and Trendic becomes subject to the CAC or CSRC review,we cannot assureyou that Trendic will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be

264、 rectified or terminated by regulatory authorities.If Trendic fails to receive or maintain such permissions orif the required approvals are denied,Trendic may become subject to fines and other penalties which may have a material adverse effect on our business,operations and financial condition and m

265、ay hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and causethe value of our Class A Ordinary Shares to significantly decline or be worthless.Additionally,due to long arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty

266、with respect to the implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions the Chinese governmentor authorities in Hong Kong may take in this regard.Should the Chinese government choose to exercise significant oversight and discret

267、ion over the conduct of our Hong Kong operating subsidiarys business,it may intervene in or influence our operations.Such governmental actions(i)could result in a material change in Trendics operations;(ii)could hinder our ability to continue to offer securities to investors;and(iii)may cause the va

268、lue of our Class A Ordinary Shares to significantly decline in value or become worthless.Implications of Being a“Controlled Company”Upon completion of this offering,Ms.Seto will be the beneficial owner of an aggregate of 21,236,240 Class A Ordinary Shares which will represent 70.81%of the then total

269、 issued and outstanding Class A Ordinary Shares.Ms.Seto will also be the beneficial owner of 100%of ouroutstanding Class B Ordinary Shares,which together with the Class A Ordinary Shares,will represent 79.13%of the total aggregate voting power of the Company.As a result,we will be a“controlled compa

270、ny”within the meaning of the Nasdaq Stock Market Rules and therefore eligible forcertain exemptions from the corporate governance requirements of the Nasdaq listing rules.For so long as we are a controlled company under that definition,we are permitted to elect to rely,and may rely,on certain exempt

271、ions from corporate governance rules,including:an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors;-12-an exemption from the rule that director nominees be selected or recommended for selection by either a

272、majority of the independent directors or a nomination committee comprised solely of independent directors;and an exemption from the rule that a majority of our board of directors consist of independent directors.As a result,you may not have the same protection afforded to shareholders of companies t

273、hat are subject to these corporate governance requirements although we currently do not intend to rely on the exemptions.In addition,our controlling shareholder will be able to exert significant control over our management and affairs,including approval of significant corporate transactions.Our stat

274、us as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors orotherwise harm our trading price.As a result,the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirem

275、ents.Implications of Our Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company may take adv

276、antage of specified reducedreporting and other requirements that are otherwise applicable generally to public companies.These provisions include:may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Res

277、ults of Operations,or MD&A;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not

278、 required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden p

279、arachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;are eligible to claim longer

280、phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and-13-will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial pu

281、blic offering.We will take advantage of these reporting exemptions until we are no longer an emerging growth company.We will remain an emerging growth company until the earliest of(1)the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs,(2)the lastd

282、ay of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion,(3)the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceedsUS$700.0 million

283、 as of the end of the second quarter of that fiscal year,and(4)the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period.We may choose to take advantage of some,but not all,of the available exemptions.We haveincluded two years of selected fi

284、nancial data in this prospectus in reliance on the first exemption described above.Accordingly,the information contained herein may be different from the information you receive from other public companies in which you hold stock.Certain of these reduced reporting requirements and exemptions were al

285、ready available to us due to the fact that we also qualify as a“smaller reporting company”under SEC rules.For instance,smaller reporting companies are not required to obtain an auditor attestation and report regardingmanagements assessment of internal control over financial reporting,are not require

286、d to provide a compensation discussion and analysis,are not required to provide a pay-for-performance graph or chief executive officer pay ratio disclosure,and may present only two years of auditedfinancial statements and related MD&A disclosure.Implications of Our Being a Foreign Private Issuer Upo

287、n completion 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 emerging growth company,as long as we qualify as a foreign private issuer under the Exchange Act,we will be exemptfrom certain provisions

288、of the Exchange Act that are applicable to U.S.domestic public companies,including:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigor

289、ous than the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information

290、;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public re

291、ports of their share ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,e

292、ven if we no longer qualify as an emerging growth company but remain a foreign private issuer,we will continue to be exempt from themore stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.In addition,as a company incorporat

293、ed in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing requirements.These practices may afford less protectionto shareholders than they would enjoy if we comp

294、lied fully with corporate governance listing requirements of the Nasdaq.Investors in our Class A Ordinary Shares should note that,to the extent cash in the business is in Hong Kong or a Hong Kong entity,the funds may not be available to fund operations or for other use outside of the PRC due to inte

295、rventions in or the imposition of restrictions and limitationson the ability of these subsidiaries by the PRC government or Hong Kong Government to transfer cash.-14-THE OFFERING Offering price The offering price will be between US$4.00 and US$5.00 per Class A Ordinary Share.Class A Ordinary Shares

296、offered by us and the Selling Shareholder 2,000,000 Class A Ordinary Shares,as to 1,340,000 Class A Ordinary Shares offered by us and 660,000 Class A Ordinary Shares by the Selling Shareholder.Ordinary shares issued and outstanding prior to this offering 28,660,000 Class A Ordinary Shares and 1,000,

297、000 Class B Ordinary Shares(See“Description of Share Capital”for more information).Ordinary shares issued and outstanding immediately after this offering 30,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares.Use of proceeds We estimate that we will receive net proceeds from this o

298、ffering of up to approximately US$4.4 million,based on an assumed price to the public in this offering of US$4.50 per Class A Ordinary Share(being the midpoint of the range set forth on the cover of this prospectus),after deducting underwriting fees and commissions and estimated offering expenses.We

299、 currently intend to use the net proceedsfrom this offering for(i)the acquisition of a multi-territorial IP license;(ii)the setting up of our own ticketing platform;(iii)possible strategic acquisitions;(iv)expanding our marketing department andfinancing and administration department;(v)upgrading our

300、 enterprise resource planning system;(vi)the repayment of loans made by Ms.Seto to us in connection with the payment of costs and expensesin connection with this offering and obtaining a listing of our Shares on the Nasdaq;and(vii)working capital and corporate purpose.Dividend policy Our board of di

301、rectors will take into account,among other things,the following factors when deciding whether to propose a dividend and in determining the dividend amount:(a)our consolidatedoperating and financial results;(b)our cash flow situation;(c)our business strategies and future operations and earnings;(d)ta

302、xation considerations;(e)interim dividends paid,if any;(f)our capitalrequirements and expenditure plans;(g)statutory and regulatory restrictions;(h)any restrictions on payment of dividends;and(i)any other factors that our board of directors may consider relevant.It isour current policy to retain all

303、 earnings for use by the Company in its business.See“Dividend Policy”for more information.Lock-up We,each of our directors and executive officers and our 5.0%or greater shareholders,have agreed,subject to certain exceptions,for a period of 180 days after the closing of the offering,not to,except inc

304、onnection with this offering,offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,lend orotherwise transfer or dispose of,directly or indirectly,any Class A Ordinary Shares or any other securi

305、ties convertible into or exercisable or exchangeable for Class A Ordinary Shares,or enter into anyswap or other arrangement that transfers to another,in whole or in part,any of the economic consequences of ownership of Class A Ordinary Shares.See“Shares Eligible for Future Sale”and“UnderwritingLock-

306、Up Agreements”.Risk factors Investing in our Class A Ordinary Shares involves risks.See“Risk Factors”beginning on page 17 of this prospectus for a discussion of factors you should carefully consider before deciding to invest inour Class A Ordinary Shares.Listing We plan to apply for the listing of t

307、he Class A Ordinary Shares on the Nasdaq Capital Market.Proposed trading symbol TDIC Transfer agent Transhare Corporation Payment and settlement The underwriter expects to deliver the Class A Ordinary Shares against payment therefor through the facilities of the Depository Trust Company on ,2025.-15

308、-Summary Financial Data The following selected consolidated financial data for the financial years ended March 31,2023 and 2024 have been derived from our audited consolidated financial statements.We have derived the financial data for the six months ended September 30,2023 and 2024 from our unaudit

309、edconsolidated financial statements appearing elsewhere in this prospectus.The selected financial data set forth below should be read in conjunction with,and are qualified by reference to“Managements Discussion and Analysis of Financial Condition and Results of Operations”and ourconsolidated financi

310、al statements and notes thereto included elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance with the provisions of the IFRS.Our historical results do not necessarily indicate results expected for any future period.The following table shows key

311、 components of our results of operations for the six months ended September 30,2023 and 2024.Six months ended September 30,2023 2024 HKD HKD Revenues$3,545,487$30,462,186 Revenues,related party 227,588 552,166 Total Revenues,net 3,773,075 31,014,352 Costs and expenses:Cost of revenue (2,042,940)(19,

312、736,299)Cost of revenue related party -(468,350)(2,042,940)(20,204,649)Selling,general and administrative expenses (72,454)(4,226,640)Research and development -(660,000)Amortization -(2,318,444)Impairment of rights of use assets -(111,136)Depreciation (149,906)(238,649)Profit from operations 1,507,7

313、75 3,254,834 Other income/(expenses):Interest income 354 38,676 Finance costs (129,176)(232,971)Other income -1,000 Total other income/(expenses),net (128,822)(193,295)Profit before income taxes 1,378,953 3,061,539 Income tax expense (23,000)(350,000)NET PROFIT$1,355,953$2,711,539 The following tabl

314、e summarizes our cash flows for the six months ended September 30,2023 and 2024:Six months ended September 30,2023 2024 HKD HKD Net cash provided by/(used in)operating activities$426,487$(7,893,870)Net cash provided by/(used in)investing activities 354 (5,333,101)Net cash provided by/(used in)financ

315、ing activities (567,448)10,773,040 Net change in cash and cash equivalent (140,067)(2,453,931)BEGINNING OF PERIOD 328,214 3,817,083 END OF PERIOD$187,607$1,363,152 The following table shows key components of our results of operations for the fiscal years ended March 31,2023 and 2024.Year Ended March

316、 31,2023 2024 HKD HKD Revenues$1,137,909$20,103,097 Revenues,related party 2,477,228 337,586 Total Revenues,net 3,615,137 20,440,683 Costs and expenses:Cost of revenue (3,262,588)(11,360,489)General and administrative expenses (490,636)(666,286)Depreciation (206,006)(294,083)Profit/(Loss)from operat

317、ions (344,093)8,119,825 Other income/(expenses):Interest income 441 22,995 Finance costs (179,651)(246,262)Other income 40,520 180,663 Total other income/(expenses),net (138,690)(42,604)Profit/(Loss)before income taxes (482,783)8,077,221 Income tax expense -(988,347)NET PROFIT/(LOSS)$(482,783)$7,088

318、,874 The following table summarizes our cash flows for the years ended March 31,2023 and 2024:Year ended March 31,2023 2024 HKD HKD Net cash provided by/(used in)operating activities$(239,813)$8,281,946 Net cash provided by/(used in)investing activities 441 (110,860)Net cash provided by/(used in)fin

319、ancing activities 232,338 (4,682,217)Net change in cash and cash equivalent (7,034)3,488,869 BEGINNING OF YEAR 335,248 328,214 END OF YEAR$328,214$3,817,083 -16-RISK FACTORS Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk.You should carefully

320、consider the following risks,as well as other information contained in this prospectus,before making an investment in our Company.The risks discussed below couldmaterially and adversely affect our business,prospects,financial condition,results of operations,cash flows,ability to pay dividends and th

321、e trading price of our Class A Ordinary Shares.Additional risks and uncertainties not currently known to us or that we currently deem to beimmaterial may also materially and adversely affect our business,prospects,financial condition,results of operations,cash flows and ability to pay dividends,and

322、you may lose all or part of your investment.Risks Relating to Our Business and Industry We are transitioning into a new business model which makes it difficult to evaluate our prospects and future financial results,and our past growth rate,revenue and net profit margin may not be indicative of our f

323、uture growth rate,revenue and net profit margin.During the COVID-19 pandemic,most of the in-person events were rescheduled,postponed or cancelled and our business relied on the design and/or sale of merchandise and government subsidies.When things started to normalize after the COVID-19 pandemic,our

324、 business primarilyfocused on event management business again.During the six months ended September 30,2024,we started to be an event organizer for events.Our net revenue increased by approximately 722%from approximately HK$3.8 million for the six months ended September 30,2023 toapproximately HK$31

325、.0 million for the six months ended September 30,2024,and our net revenue increased by approximately 465%from approximately HK$3.6 million for the fiscal year ended March 31,2023 to approximately HK$20.4 million for the fiscal year ended March 31,2024.For the six months ended September 30,2023 and 2

326、024,our net revenue increased by approximately 722%from approximately HK$3.8 million to approximately HK$31.0 million.We acted as a pure service provider for all the experience events we organized in the fiscal year ended March31,2024.Beginning in April 2024,we have mainly engaged in direct investme

327、nt deals for experience events where we became the effective investor or co-investor of the experience events that we organized,planned,promoted and managed.In the long run,we plan to leverage our industryexperience and our connections with IP owners built up over the years to start obtaining IP lic

328、enses from IP owners directly.This will move us up the value chain to become an event organizer,and we believe that will help us increase our market share in the events industry in Hong Kong aswell as our profitability in the long run.There is no assurance that we will continue to grow at the rate w

329、e experienced in the fiscal years ended March 31,2023 and 2024 and the six months ended September 30,2024,either in terms of revenue or profit,and we may not be successful in maintaining or increasing overallprofitability or generate positive cash flow going forward.Expansion of our business require

330、s capital commitments and could divert management resources away from our current business.There is no assurance that we can successfully implement our growth strategies or do so withoutstraining our management resources.There is also no assurance that we can capture a larger market or increase our

331、profitability in the future.If we are unable to implement our growth strategies successfully,our results of operations and prospects may be materially and adversely affected.There is an inherent risk in using historical financial information to project or estimate our financial performance in the fu

332、ture,as it only reflects our past performance under particular conditions,especially the fluctuations during the unprecedented COVID-19 pandemic.We may be unable tosustain our historical growth rate,revenue and net profit margin for various reasons,such as deterioration in the market conditions in t

333、he countries in which the experience events will be held,intensification of competition among the event organizers for IP licenses and among the eventplanners for securing event management contracts,inflation,high unemployment and other unforeseen factors which may affect the spending habits of the target audience of the experience events and hence reduce the number of event management contracts a