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1、F-1/A 1 formf-1a.htm As filed with the Securities and Exchange Commission on April 24,2025.Registration No.333-286211 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.3toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 ENIGMATIG LIMITED(Exact name of regi

2、strant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 8742 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)c/o 16 Raffles Qua

3、y,#30-01,Hong Leong Building,Singapore 048581+65 6022 0493(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone num

4、ber,including area code,of agent for service)Copies to:Mathew Lewis,Esq.Morgan,Lewis&Bockius19th Floor Edinburgh Tower,The Landmark15 Queens Road CentralHong Kong,SARTel.:+852 3551 8500 Jing Ye,Esq.Ye&Associates,P.C.135-15 40th Road,Suite 402Flushing,New York 11354Tel:(929)300-7489 Approximate date

5、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 1933,check the foll

6、owing 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 numberof the earlier effective registration statement for the same offering.If this Form is a p

7、ost-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 earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d

8、)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliesteffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act o

9、f 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 forcomplying with any new or revised financial accounting standards provided

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

11、ch date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended or until the regist

12、rationstatement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed w

13、ith the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where suchoffer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED APRIL 2

14、4,2025 3,750,000 Class A Ordinary Shares ENIGMATIG LIMITED This is the initial public offering of 3,750,000 Class A ordinary shares par value of US$0.000002 per share,of ENIGMATIG LIMITED,a Cayman Islands holding company.Prior to thisoffering,there has been no public market for our Class A ordinary

15、shares.We anticipate that the initial public offering price will be between US$4.00 and US$5.00 per share.We have adopted a dual-class ordinary share structure and our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.The rights of the holders of Class Aordinary sh

16、ares and Class B ordinary shares are identical,except with respect to voting and conversion rights.Each Class A ordinary share is entitled to one vote per share and is not convertible intoany other shares.Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time in

17、to one Class A ordinary share.In addition,our Class B ordinary shares willautomatically convert into Class A ordinary shares upon certain transfers and other events.After giving effect to the sale of Class A ordinary shares hereby,Mr.Foo Chee Weng Desmond,our ChiefExecutive Officer and the beneficia

18、l owner of our outstanding Class B ordinary shares,will hold approximately 92.4%of the voting power of our outstanding shares following this offering(92.1%ifthe underwriters exercise their option to purchase additional Class A ordinary shares in full).Accordingly,we will be a“controlled company”as d

19、efined under Section 801(a)of the NYSE AmericanCompany Guide because Mr.Foo Chee Weng Desmond will hold more than 50%of the aggregate voting power of our total issued and outstanding share capital and will have the ability to determineall matters requiring approval by shareholders.As a“controlled co

20、mpany”,we are permitted to elect not to comply with certain corporate governance requirements.If we rely on these exemptions,you will not have same protection afforded to shareholders of companies that are subject to these corporate governance requirements.See“Management Controlled Company Exemption

21、s.”We intend to apply to list our Class A ordinary shares on the NYSE American Market,or NYSE American,under the symbol“EGG”.No assurance can be given that our application will beapproved or that a trading market will develop.The offering will not proceed unless our Class A ordinary shares are accep

22、ted for listing on the NYSE American.We are an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,as amended,and are eligible for reduced public company reporting requirements.We are a holding company incorporated in the Cayman Islands without any operations of its

23、 own.We conduct our operations primarily in Singapore,Hong Kong and mainland Chinathrough our operating subsidiaries.The Class A ordinary shares offered in this offering are shares of ENIGMATIG LIMITED,a Cayman Islands holding company,instead of shares of our operatingsubsidiaries.Investors in this

24、offering will not directly hold equity interests in our operating subsidiaries.This structure involves unique risks to investors.You should read this prospectus,together with additional information described under the heading“Where You Can Find More Information,”carefully before you invest in any of

25、 oursecurities.Investing in our securities involves a high degree of risks.See“Risk Factors”beginning on page 11 of this prospectus for a discussion of information that should be considered inconnection with an investment in our securities.Neither the Securities and Exchange Commission nor any state

26、 securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete.Any representation to the contrary is a criminal offense.Per Share Total WithoutOver-Allotment Total WithOver-Allotment US$US$US$Public offering price 4.50(1)16,875,000 19,4

27、06,250 Underwriting discount(2)0.315 (1,181,250)(1,358,438)Proceeds,before expenses,to us 4.185 15,693,750 18,047,813 (1)IPO price per share is assumed to be$4.5 per share,which is the midpoint of the estimated IPO price range set forth on the cover page of this prospectus.(2)Represents an underwrit

28、ing discount equal to 7%per share.The fees do not include the expense reimbursement provisions of the underwriters.See“Underwriting”beginning on page 93.The underwriters have an option to purchase up to an aggregate of 15%additional Class A ordinary shares from us at the initial public offering pric

29、e,less underwriting discounts andcommissions for 45 days from the closing of this offering to cover over-allotments,if any.See“Underwriting”for more information.The underwriters expect to deliver the Class A ordinary shares against payment in U.S.dollars,on or about ,2025.PROSPECTUS DATED ,2025.2 TA

30、BLE OF CONTENTS PageProspectus Summary4The Offering7Summary Consolidated Financial Data8Risk Factors11Special Note Regarding Forward-Looking Statements and Industry Data30Use of Proceeds31Dividend Policy32Capitalization33Dilution34Enforceability of Civil Liabilities35Corporate History and Structure3

31、6Selected Consolidated Financial Data38Managements Discussion and Analysis of Financial Condition and Results of Operations41Industry Overview56Business62Regulation68Management70Principal Shareholders74Related Party Transactions75Description of Share Capital76Shares Eligible for Future Sale85Taxatio

32、n86Underwriting93Expenses of This Offering98Legal Matters99Experts100Where You Can Find More Information101Index to Consolidated Financial StatementsF-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus that we filed with the Securities an

33、d Exchange Commission.We have notauthorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you.We take noresponsibility for,and can provide no assurance as to the reliability o

34、f,any other information that others may give you.We are offering to sell,and seeking offers to buy,the Class A ordinary sharesonly in jurisdictions where such offers and sales are permitted.The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of

35、the time of delivery of thisprospectus or the sale of any ordinary share.We have not taken any action to permit a public offering of the Class A ordinary shares outside the United States or to permit the possession or distribution of this prospectus outside theUnited States.Persons outside the Unite

36、d States who came into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A ordinaryshares and the distribution of this prospectus outside of the United States.Until,2025(the 25th day after the date of this prospectus),all de

37、alers that buy,sell,or trade Class A ordinary shares,whether or not participating in this offering,may berequired to deliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments orsubscriptions.3

38、 PROSPECTUS SUMMARY This summary highlights selected information from this prospectus.It may not contain all of the information that is important to you.You should carefully read the entire prospectus and theother documents referred to in this prospectus before making an investment in our Class A or

39、dinary shares.You should carefully consider,among other things,our consolidated financial statementsand the related notes and the sections titled“Risk Factors,”“Business,”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in thisprospectus.For

40、 additional information,see“Where You Can Find More Information”in this prospectus.Overview We are an international consultancy firm providing one-stop cross-border licensing solutions and related services.Our services range from assisting clients incorporate companies in overseasjurisdictions and r

41、elated corporate secretarial services to a wide range of licensing and regulatory maintenance services.Our corporate services income is mainly generated from fees we receive assisting our clients obtain,renew and comply with a range of business licenses(primarily including brokeragelicenses and othe

42、r financial licenses)in a variety of jurisdictions(primarily in London,Cyprus and Belize).In Fiscal 2022,Fiscal 2023 and Fiscal 2024,corporate services income from our licensingservices,together with related regulatory consultancy services was US$2,386,085,US$3,201,761 and US$2,126,338,respectively,

43、accounting for 84.6%,69.5%and 53.6%,respectively,of ourcorporate services income for those periods.The remainder of our corporate services income is derived from a wide range of corporate secretarial and other related services we provide to our clients.In Fiscal 2022,Fiscal 2023 and Fiscal 2024,we r

44、ecognized net profit of US$137,694,US$1,134,436 and US$821,192,respectively.We believe the broad range of services we are able to offer ourclients in the form of one-stop solutions represents a key competitive advantage over our peer competitors.Our clients consist primarily of small and medium-size

45、d corporations setting up contract for difference brokerage businesses,in particular foreign exchange brokerage businesses in overseasjurisdictions.We had 87 clients from nine distinct jurisdictions in Fiscal 2022,60 clients from 17 distinct jurisdictions in Fiscal 2023 and 55 clients from 15 distin

46、ct jurisdictions in Fiscal 2024.Wereceived a substantial portion of our corporate services income from a limited number of customers.For the years ended September 30,2022,2023 and 2024,corporate services income generatedfrom our two largest customers accounted for approximately 46.3%,54.7%,and 47.9%

47、,respectively,of our total corporate services income.Most of our clients were headquartered in the Asian-Pacific region,primarily including Hong Kong,Malaysia,the UAE,Thailand and mainland China.We service our clients through four global offices located in Singapore,Hong Kong,Shanghai andLondon,and

48、maintain a desk in Bangkok,Thailand.Our Competitive Strengths We believe that the following competitive strengths have contributed to our success to date and will continue to distinguish us from our competitors:Broad range of services Relationships with third-party professional service providers Phy

49、sical presence Experienced and highly-qualified management team Our Strategies Our goal is to continue to grow our business by increasing the scale of our current operations and expanding into new services and geographic jurisdictions.We intend to pursue thefollowing strategies to achieve this goal:

50、Expand into new markets Increase and diversify our service portfolio Capture increased market share through aggressive pricing Recruit additional qualified staff Corporate History and Structure We are a holding company incorporated in the Cayman Islands and conduct our operations primarily in Singap

51、ore,Hong Kong and mainland China through our operating subsidiaries.Webegan our operations in 2010 when our first office was founded in Singapore.Mr.Foo Chee Weng Desmond is the founder of our Group.He has extensive experience in the financial industry.Furtherdetails of his biography are set out in

52、the section headed“Management”in this prospectus.With the growth of our business and in order to facilitate international capital raising,we underwent a reorganization between March 2023 and February 2025.ENIGMATIG LIMITED wasincorporated in the Cayman Islands as our offshore holding company and bec

53、ame the ultimate holding company of our operating subsidiaries in Singapore,Hong Kong,mainland China,Seychellesand Belize.We have adopted a dual-class ordinary share structure and our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.Each Class A ordinary share is

54、entitled toone vote,and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof.Class A ordinary shares are not convertible intoClass B ordinary shares under any circumstances.All ordinary shares held by our founder Mr

55、.Foo Chee Weng Desmond have been redesignated into Class B ordinary shares and he will accordinglyhold approximately 92.4%of the voting power of our ordinary shares upon completion of this offering.4 The chart below illustrates our corporate structure as of the date of this prospectus:Notes:1:Repres

56、ents Class B ordinary shares held by Foo Chee Weng Desmond and his percentage ownership of the ordinary shares in ENIGMATIG LIMITED.2:Represents Class A ordinary shares held by Teo Mingwen,Tay Chee Yang and certain other shareholders,and their aggregated percentage ownership of the ordinary shares i

57、n ENIGMATIGLIMITED.3:Each Class A ordinary share is entitled to one vote,and each Class B ordinary share is entitled to 10 votes and is convertible into one Class A ordinary share at any time by the holder thereof.ClassA ordinary shares are not convertible into Class B ordinary shares under any circ

58、umstances.Holding Company Structure ENIGMATIG LIMITED is an exempted company incorporated in the Cayman Islands with no material operations of its own.We conduct our operations primarily in Singapore,Hong Kongand mainland China through our operating subsidiaries.The Class A ordinary shares offered i

59、n this offering are shares of the Cayman Islands holding company,instead of shares of our operatingsubsidiaries.Investors in our Class A ordinary shares should be aware that they may never directly hold equity interests in our operating subsidiaries.As a result of our corporate structure,our ability

60、 to pay dividends to our shareholders depends upon dividends paid by our operating subsidiaries through our British Virgin Islands,or BVI,subsidiary.If our existing operating subsidiaries or any newly formed ones incur debt on their own behalf in the future,the instruments governing their debt may r

61、estrict their ability to pay dividendsto us.Summary of Risk Factors Our business is subject to multiple risks and uncertainties,as more fully described in“Risk Factors”and elsewhere in this prospectus.We urge you to read the section entitled“Risk Factors”and this prospectus in full.Our principal ris

62、ks may be summarized as follows:Risks Relating to Our Business and Industry The growth and success of our business depends on our ability to expand into new markets and increase and diversify our service portfolio in order to keep pace with rapid changes in theindustries we focus on.If we do not suc

63、ceed in attracting new clients for our services and/or growing corporate services income from existing clients,we may not achieve our corporate services income growth goals.We face intense competition from offshore services companies,and,if we are unable to compete effectively,we may lose clients an

64、d our corporate services income may decline.We may not be able to obtain or maintain all necessary licenses,permits and approvals and to make all necessary registrations and filings for our activities in multiple jurisdictions and related toresidents therein.Our inability to hire and retain talented

65、 people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.Increases in labor costs in Singapore may adversely affect our business and results of operations.We may engage in acquisitions or strategic alliances th

66、at could disrupt our business,result in increased expenses,reduce our financial resources and cause dilution to our shareholders.We cannotassure you that such acquisitions or strategic alliances may be successfully implemented.We had a concentration of credit risk because we derived our corporate se

67、rvices income from a limited number of customers.We depend on a limited number of customers for a significant portion of our corporate services income and the loss of one or more of these customers could adversely affect our business,financial condition,and results of operations.We have incurred neg

68、ative operating cash flow in the past,which we may continue to experience in the future.We recorded net current liabilities and a total deficit in the past and may continue to record net current liabilities and a total deficit in the future,which can expose us to liquidity risks.Risks Relating to Do

69、ing Business in Singapore It may be difficult for you to enforce any judgment obtained in the United States against us,our directors,executive officers or our affiliates.The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.It

70、 is not certain if we will be classified as a Singapore tax resident.Any adverse material changes to the Singapore market(whether localized or resulting from economic or other conditions)such as the occurrence of an economic recession,pandemic orwidespread outbreak of an infectious disease(such as C

71、OVID-19),could have a material adverse effect on our business,results of operations and financial condition.Risks Relating to Our Class A ordinary shares and This Offering You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited

72、,because we are incorporated in the Cayman Islands.We rely on dividends and other distributions on equity paid by the operating subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of theoperating subsidiaries to make payments to us could have a mate

73、rial adverse effect on our ability to conduct our business.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class Aordinary shares may view as beneficial 5 Corporate

74、 Information The principal executive offices of our operating subsidiaries are located at c/o 16 Raffles Quay,#30-01,Hong Leong Building,Singapore 048581.Our telephone number at this address is(65)6022 0493.Our registered office in the Cayman Islands is located at c/o Harneys Fiduciary(Cayman)Limite

75、d,4th Floor,Harbour Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002.Our agent for service of process in the United States is Cogency Global Inc.located at 122 East 42nd Street,18th Floor,New York,NY 10168.Investors should submit any inquiries to the address and telephone number of

76、our principal executive offices.Our main website is .The information contained on ourwebsite is not a part of this prospectus.Implications of Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pur

77、suant to the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to publiccompanies.These provisions include exemption from the audito

78、r attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002,or Section 404,in the assessment of the emerginggrowth companys internal control over financial reporting.The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial

79、 accountingstandards until such date that a private company is otherwise required to comply with such new or revised accounting standards.We have elected to take advantage of the benefits of this extendedtransition period provided under the JOBS Act for complying with new or revised accounting stand

80、ards.As a result,our operating results and financial statements may not be comparable to theoperating results and financial statements of other companies who have adopted the new or revised accounting standards.We will remain an emerging growth company until the earliest of(i)the last day of the fis

81、cal year during which we have total annual gross revenue of at least US$1.235 billion;(ii)the lastday of our fiscal year following the fifth anniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion innon-conv

82、ertible debt;or(iv)the date on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur if themarket value of the Class A ordinary shares that are held by non-affiliates exceeds US$700 million as of the last busine

83、ss day of our most recently completed second fiscal quarter.Once we cease tobe an emerging growth company,we will not be entitled to the exemptions provided in the JOBS Act discussed above.We are an“emerging growth company”as the term is used in the JOBS Actand,as such,we are subject to certain redu

84、ced public company reporting requirements.See the applicable disclosure under the section captioned“Risk Factors Risks Relating to our Class Aordinary shares and this Offering.”Implications of Being a Controlled Company We will be a“controlled company”as defined under Section 801(a)of the NYSE Ameri

85、can Company Guide because Mr.Foo Chee Weng Desmond,our Chief Executive Officer and thebeneficial owner of our outstanding Class B ordinary shares,will hold approximately 92.4%of the voting power of our outstanding shares following this offering(92.1%if the underwriters exercisetheir option to purcha

86、se additional Class A ordinary shares in full).As a result,Mr.Foo Chee Weng Desmond will have considerable influence over matters such as electing directors and approvingmaterial mergers,acquisitions or other business combination transactions.In addition,he will continue to be able to control all ma

87、tters submitted to our shareholders for approval until such time ashis collective voting power is below 50%.For so long as we remain as a“controlled company,”we are permitted to elect not to comply with certain corporate governance requirements,including anexemption from the rule that a majority of

88、our board of directors must be independent directors.See“Management Controlled Company Exemptions.”Implications of Being a Foreign Private Issuer 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 of the securities

89、 rules and regulations in theUnited States that are applicable to U.S.domestic issuers.Moreover,the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that requiredto be filed with the SEC by U.S.domestic issuers.In addition,as a company

90、 incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly from the NYSE American Company guide.These practices may afford less protection to shareholders than they would enjoy if we complied fully

91、 with theNYSE American corporate governance listing standards.Currently,we plan to rely on home country practices with respect to our corporate governance after we complete this offering.Market and Industry Data This prospectus contains estimates and information concerning our industry,including our

92、 market position and the size and growth rates of the markets in which we participate,that arebased on industry publications and the reports.This prospectus contains statistical data and estimates published by Frost&Sullivan Limited,an independent research firm,for which we paid a fee.This informati

93、on involves a number of assumptions and limitations,and you are cautioned not to place undue reliance on these estimates.We have not independently verified the accuracy orcompleteness of the data contained in these industry reports.The industry in which we operate is subject to a high degree of unce

94、rtainty and risk due to a variety of factors,including those describedin the“Risk Factors”section.These and other factors could cause results to differ materially from those expressed in these publications and reports.Conventions That Apply to This Prospectus Unless otherwise indicated or the contex

95、t otherwise requires and for purposes of this prospectus only,references to:“mainland China”means the Peoples Republic of China,excluding,solely for the purpose of this prospectus,Hong Kong,Macau and Taiwan.“PRC”,are to the Peoples Republic of China,including Hong Kong,Macau and Taiwan.The term“Chin

96、ese”has a correlative meaning for the purpose of this prospectus.When used in thecase of laws and regulations,of“China”or“the PRC”,it refers to only such laws and regulations of mainland China;“Fiscal 2021”are to the fiscal year ended September 30,2021;“Fiscal 2022”are to the fiscal year ended Septe

97、mber 30,2022;“Fiscal 2023”are to the fiscal year ended September 30,2023;“Fiscal 2024”are to the fiscal year ended September 30,2024;“Hong Kong”are to the Hong Kong Special Administrative Region of the Peoples Republic of China;“HK$”are to the legal currency of Hong Kong;“SEC”means the U.S.Securitie

98、s and Exchange Commission;“Securities Act”means the U.S.Securities Act of 1933,as amended;“Seychelles”are to the Republic of Seychelles;“S$”and“SGD”means Singapore dollars;“US$”,“USD”and“U.S.dollars”are to the legal currency of the United States“U.S.GAAP”are to generally accepted accounting principl

99、es in the United States;and“we,”“us,”“the Group”and“our”are to ENIGMATIG LIMITED,a Cayman Islands company,and its subsidiaries.Unless otherwise indicated,(a)information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional Class A ordinar

100、y shares,and(b)references in this prospectus to this offering are to our offering of Class A ordinary shares pursuant to this prospectus.Internet site addresses in this prospectus are included for reference only and the information contained in any website,including our website,is not incorporated b

101、y reference into,and doesnot form part of,this prospectus.6 THE OFFERING Offering price We currently estimate that the initial public offering price will be between US$4.00 and US$5.00 per ClassA ordinary share Class A ordinary shares offered by us 3,750,000 Class A ordinary shares,assuming the sale

102、 of all the shares offered in this prospectus(or4,312,500 Class A ordinary shares if the underwriters exercise the option to purchase additional Class Aordinary shares in full)Class A ordinary shares outstanding immediately before this offering 9,250,000 Class A ordinary shares Class A ordinary shar

103、es outstanding immediately after this offering 13,000,000 Class A ordinary shares(or 13,562,500 Class A ordinary shares if the underwriters exercise theoption to purchase additional Class A ordinary shares in full)Class B ordinary shares outstanding immediately after this offering 15,750,000 Class B

104、 ordinary shares.Option to purchase additional Class A ordinary shares We have granted to the underwriters an option,exercisable for 45 days from the date of this prospectus,topurchase up to an aggregate of 562,500 additional Class A ordinary shares at the initial public offeringprice,less underwrit

105、ing discounts and commissions,solely for the purpose of covering over-allotments.Voting Rights Each holder of Class A ordinary shares is entitled to one vote per share.Each holder of Class B ordinaryshare is entitled to 10 votes per share.Conversion Rights Each Class B ordinary share is convertible

106、into one Class A ordinary share at any time by the holderthereof.Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.Listing We intend to apply for the listing of the Class A ordinary shares on the NYSE American under the symbol“EGG”.The Class A ordinary

107、shares will not be listed on any other stock exchange or traded on anyautomated quotation system.Payment and settlement The underwriters expect to deliver the Class A ordinary shares against payment on,2025.Lock-up We,our executive officers,directors and major shareholders have agreed with the under

108、writers not to offer,issue,sell,encumber,transfer or otherwise dispose of any of the Class A ordinary shares for a period of180 days after the effective date of this registration statement without the consent of the representatives ofthe underwriters.See“Shares Eligible for Future Sale”and“Underwrit

109、ing.”Dividends See“Dividend Policy”for a description of our dividend policy.Use of Proceeds We intend to use our net proceeds from this offering as follows:approximately 30%is expected to be used for research and development for software;approximately 40%is expected to be used for expansion through

110、strategic acquisitions andinvestments;approximately 25%is expected to be used for increasing sales and marketing capabilities;and the balance of the net proceeds for other working capital and general corporate purposes Risk Factors See“Risk Factors”and other information included in this prospectus f

111、or a discussion of the risks youshould carefully consider before deciding to invest in the Class A ordinary shares.Transfer Agent V Stock Transfer,LLC 7 SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated statements of operations and comprehensive income data and cash flow data fo

112、r the years ended September 30,2022,2023 and 2024 and summaryconsolidated balance sheets data as of September 30,2022,2023 and 2024 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.Ourconsolidated financial statements are prepared and present

113、ed in accordance with the U.S.GAAP.Our historical results are not necessarily indicative of results to be expected for any future period.The following summary consolidated financial data for the periods and as of the datesindicated are qualified by reference to,and should be read in conjunction with

114、,our consolidated financial statements and the related notes and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”included elsewhere in this prospectus.Summary Consolidated Statements of Operations and Comprehensive income For the years endedSeptember 30,2022 2023

115、2024 US$US$US$Corporate services income 2,821,504 4,607,006 3,967,802 Cost of sales (1,590,575)(1,472,190)(1,304,075)Gross profit 1,230,929 3,134,816 2,663,727 Operating expenses:Payroll and employee benefits (179,335)(770,411)(426,445)Depreciation expenses (3,552)(1,748)(5,818)Operating lease expen

116、ses (142,626)(115,059)(95,532)Other operating expenses (740,071)(768,146)(1,113,213)Total operating expenses (1,065,584)(1,655,364)(1,641,008)Profit from operations 165,345 1,479,452 1,022,719 Other(loss)income:Other(loss)income,net 96,793 (102,373)(59,315)Total other(loss)income 96,793 (102,373)(59

117、,315)Profit before tax expense 262,138 1,377,079 963,404 Income tax expense (124,444)(242,643)(142,212)Net profit 137,694 1,134,436 821,192 Other comprehensive income:Foreign currency translation adjustment,net of income tax (35,613)23,050 146,659 Total comprehensive income 102,081 1,157,486 967,851

118、 Net Income(loss)per share attributable to ordinary shareholders Basic and diluted 0.01 0.05 0.03 Weighted average number of ordinary shares used in computing net income per share Basic and diluted 25,000,000*25,000,000*25,000,000*Retroactively presented for the reorganization exercise described in

119、Note 1 of the consolidated financial statements.8 Summary Consolidated Balance Sheets As of September 30,2022 2023(as restated)2024 US$US$US$ASSETS Current assets Cash and cash equivalents 447,880 1,192,618 1,593,037 Digital assets -1,160,875 -Accounts receivable,net 17,805 420,460 1,081,866 Amount

120、due from shareholder 1,533,977 732,482 -Contract assets 96,575 251,635 528,342 Other current assets 130,625 148,781 153,241 Total current assets 2,226,862 3,906,851 3,356,486 Non-current assets Property and equipment,net 876 3,223 731 Right-of-use assets,net 179,677 90,892 104,911 Deposits 45,701 25

121、,915 21,549 Total non-current assets 226,254 120,030 127,191 TOTAL ASSETS 2,453,116 4,026,881 3,483,677 LIABILITIES Current liabilities Accounts payable 403,864 352,056 327,992 Accrual and other liabilities 237,960 784,899 205,875 Amount due to shareholder 715,345 1,062,585 -Contract liabilities 943

122、,026 577,845 1,048,934 Operating lease liabilities,current 120,378 73,233 58,561 Income taxes payable 329,142 360,262 28,230 Total current liabilities 2,749,715 3,210,880 1,669,592 Non-current liabilities Operating lease liabilities,non-current 48,210 3,324 33,557 Total non-current liabilities 48,21

123、0 3,324 33,557 TOTAL LIABILITIES 2,797,925 3,214,204 1,703,149 SHAREHOLDERS EQUITY(DEFICIT)Class A ordinary shares,US$0.000002 par value,17,500,000,000 shares authorized,9,250,000 issuedand outstanding as of September 30,2024,2023 and 2022*19 19 19 Class B ordinary shares,US$0.000002 par value,7,500

124、,000,000 shares authorized,15,750,000 issuedand outstanding as of September 30,2024,2023 and 2022*31 31 31 Additional paid in capital 117,320 117,320 117,320 Retained Earnings(Accumulated deficit)(436,342)698,094 1,519,286 Accumulated other comprehensive(loss)income (25,837)(2,787)143,872 Total shar

125、eholders equity(deficit)(344,809)812,677 1,780,528 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY(DEFICIT)2,453,116 4,026,881 3,483,677 *Retroactively presented for the reorganization exercise described in Note 1 of the consolidated financial statements.9 Summary Consolidated Statements of Cash Flow For

126、the years endedSeptember 30,2022(as restated)2023(as restated)2024 US$US$US$CASH FLOWS FROM OPERATING ACTIVITIES:Net profit/(loss)137,694 1,134,436 821,192 Adjustments to reconcile net income to net cash provided by(used in)operating activities:Deferred income tax 5,106 -Depreciation 3,552 1,748 5,8

127、18 Provision of doubtful accounts 60,100 -Impairment loss -8,973 -Change in operating assets and liabilities:Accounts receivable (1,601,990)(1,148,391)(622,142)Contract assets (11,940)(155,706)(271,691)Other current assets (10,365)(18,078)(1,295)Deposits (115)19,835 5,312 Accounts payable 370,498 (6

128、8,189)(45,209)Accruals and other current liabilities 102,092 545,969 (601,694)Contract liabilities 486,127 (403,424)444,197 Income taxes payable 119,338 27,840 (339,436)Operating lease assets and liabilities (852)(3,690)2,077Net cash provided by(used in)operating activities (340,755)(58,677)(602,871

129、)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment (3,269)(4,075)(3,238)Proceeds from sale of digital assets -366,956 1,669,500 Amount due from shareholder -88,650 262,768 Net cash provided by(used in)investing activities (3,269)451,531 1,929,030 CASH FLOWS FROM FINANCING ACTIV

130、ITIES:Net(repayment)/proceeds from shareholders 477,893 347,333 (1,062,640)Net cash provided by(used in)financing activities 477,893 347,333 (1,062,640)Foreign currency translation (18,854)4,551 136,900 Net change in cash and cash equivalents 115,015 744,738 400,419 Cash,and cash equivalents-beginni

131、ng of year 332,865 447,880 1,192,618 Cash,and cash equivalents-end of year 447,880 1,192,618 1,593,037 SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest -Cash paid for income taxes -214,802 483,662 Non-cash operating and investing activities:Accounts receivable collected on our behalf by sha

132、reholder 1,579,519 740,161 -Amount due from shareholder settled by digital assets -1,540,000 484,768 10 RISK FACTORS An investment in our Class A ordinary shares involves a high degree of risk.Before deciding whether to invest in our Class A ordinary shares,you should consider carefully the risksdes

133、cribed below,together with all of the other information set forth in this prospectus,including the section titled“Managements Discussion and Analysis of Financial Condition and Results ofOperation”and our consolidated financial statements and related notes.If any of these risks actually occurs,our b

134、usiness,financial condition,results of operations or cash flow could be materiallyand adversely affected,which could cause the trading price of our Class A ordinary shares to decline,resulting in a loss of all or part of your investment.The risks described below and elsewhere inthe prospectus as ref

135、erenced above are not the only ones that we face.Additional risks not presently known to us or that we currently deem immaterial may also affect our business.You should onlyconsider investing in our Class A ordinary shares if you can bear the risk of loss of your entire investment.Risks Relating to

136、Our Business and Industry The growth and success of our business depends on our ability to expand into new markets and increase and diversify our service portfolio in order to keep pace with rapid changes in theindustries we focus on.The market for our services is characterized by evolving industry

137、standards,changing client preferences and new service introductions.Our future growth and success depend significantlyon our ability to expand into new markets and increase and diversify our service portfolio to meet our clients evolving needs.We may not be successful in anticipating or responding t

138、o thesedevelopments in a timely manner,or if we do respond,the services or markets we develop may not be successful in the marketplace.The development of some of the services and the expansion intonew markets may involve significant upfront investments and the failure of these services and markets m

139、ay result in our being unable to recover these investments,in part or in full.Should we fail toadapt to the rapidly changing financial licensing solutions or financial technology markets or if we fail to develop suitable services to meet the evolving and increasingly sophisticated requirements ofour

140、 clients in a timely manner,our business and results of operations could be materially and adversely affected.If we do not succeed in attracting new clients for our services and/or growing corporate services income from existing clients,we may not achieve our corporate services income growth goals.W

141、e plan to significantly expand the number of clients we serve to diversify our client base and grow our corporate services income.Corporate services income from a new client often risesquickly over the first several years following our initial engagement as we expand the services that we provide to

142、that client.Therefore,obtaining new clients is important for us to achieve rapidcorporate services income growth.We also plan to grow corporate services income from our existing clients by identifying and selling additional services to them.Our ability to attract new clients,aswell as our ability to

143、 grow corporate services income from existing clients,depends on a number of factors,including our ability to offer high quality services at competitive prices,the strength of ourcompetitors and the capabilities of our sales and marketing teams.Largely due to travel and other restrictions associated

144、 with the COVID-19 pandemic,we did not add any new clients in the first halfof Fiscal 2022.In addition,we were only able to add five new clients in Fiscal 2024 due to geopolitical conditions,including the Israel-Palestine conflict,the ongoing conflict between Russia andUkraine and uncertainties surr

145、ounding the US elections,as a result,our corporate services income decreased significantly during this period.If we are not able to attract new clients or to growcorporate services income from our existing clients in the future,we may not be able to grow our corporate services income as quickly as w

146、e anticipate or at all.If we are unable to effectively execute our growth strategies,maintain our rapid growth trends and manage risks associated with expanding the scale of our operations,our ability to grow ourbusiness and establish our overseas market may be negatively affected.To accomplish our

147、growth strategies and manage the future growth of our operations,we will be required to improve our operational and financial systems and internal controls,and expand,train and manage our growing employee base.Furthermore,we need to maintain and expand our relationships with our customers,suppliers,

148、third-party professional service providers and other thirdparties.Moreover,as we introduce new services or enter new markets,we may face new market,technological,operational and regulatory risks and challenges with which we are unfamiliar.Our current and planned operations,personnel,systems,internal

149、 procedures and controls may not be adequate to support our future growth and expansion.The success of our growthstrategies depends on a number of external factors,such as the growth of financial licensing solutions and financial technology markets,the level of competition we face and evolving custo

150、merbehavior and preferences.If we are unable to execute our growth strategies or manage our growth effectively,we may not be able to capture market opportunities or respond to competitive pressures,which may materially and adversely affect our business prospects and results of operations.As part of

151、our growth strategy,we plan to expand our sales and services into new jurisdictions in which we have limited or no experience.The expansion exposes us to a number of risks,including:potentially facing competitors in the overseas markets who are more dominant and have stronger ties with customers and

152、 greater financial and other resources;fluctuations in currency exchange rates;challenges in providing customer services and support in these markets;11 difficulties in complying with the different commercial,legal and regulatory requirements of the overseas markets in which we offer our services;di

153、fficulty in ensuring that our customers comply with the sanctions imposed by the Office of Foreign Assets Control of the U.S.,or OFAC,on various foreign states,organizations andindividuals;inability to obtain,maintain or enforce intellectual property rights;inability to effectively enforce contractu

154、al or legal rights or intellectual property rights in certain jurisdictions under which we operate;changes in a specific country or regions political or economic conditions or policies;and unanticipated changes in prevailing economic conditions and regulatory requirements.If we are unable to effecti

155、vely manage these risks,our ability to expand our business abroad will be impaired,which could have a material and adverse effect on our business,financialcondition,results of operations and prospects.We face intense competition from offshore services companies,and,if we are unable to compete effect

156、ively,we may lose clients and our corporate services income may decline.The market for offshore licensing solutions and related services is highly competitive and we expect competition to persist and intensify.We believe that the principal competitive factors inour markets are industry expertise,bre

157、adth and depth of service offerings,quality of services,strength of client relationship,local presence,recognition of brand and marketing and selling skills.Inaddition,the trend towards offshore outsourcing and international expansion by foreign and domestic competitors will result in new and differ

158、ent competitors entering our markets.Clients may preferservice providers that have facilities located globally or that are based in countries which are more cost-competitive.Our ability to compete also depends in part on a number of factors beyond ourcontrol,including the ability of our competitors

159、to recruit,train,develop and retain highly skilled professionals,the price at which our competitors offer comparable services and our competitorsresponsiveness to client needs.Therefore,we cannot assure you that we will be able to retain our clients while competing against such competitors.Increased

160、 competition,our inability to competesuccessfully against competitors,pricing pressures or loss of market share could harm our business,financial condition and results of operations.We may not be able to obtain or maintain all necessary licenses,permits and approvals and to make all necessary regist

161、rations and filings for our activities in multiple jurisdictions and related toresidents therein.We operate in a heavily-regulated industry which requires various licenses,permits and approvals in different jurisdictions to conduct our businesses.Our customers include people who livein jurisdictions

162、 where we do not have licenses issued by the local regulatory bodies.It is possible that authorities in those jurisdictions may take the position that we are required to obtain licenses orotherwise comply with laws and regulations which we believe are not required or applicable to our business activ

163、ities.If we fail to comply with the regulatory requirements,we may encounter therisk of being disqualified for our existing businesses or being rejected for renewal of our qualifications upon expiry by the regulatory authorities as well as other penalties,fines or sanctions.Inaddition,in respect of

164、any new business that we may contemplate,we may not be able to obtain the relevant approvals for developing such new business if we fail to comply with the relevantregulations and regulatory requirements.As a result,we may fail to develop new business as planned,or we may fall behind our competitors

165、 in such businesses.We have experienced issues with non-compliance with licensing requirements in the past.Certain services which were in the past provided by our Singapore subsidiary,EnigmatigSingapore,in facilitating the disposal of securities such as shares in companies,could be considered dealin

166、g in capital markets products or advising on corporate finance,which are regulated activitiesunder the Securities and Futures Act 2001 of Singapore,or SFA.Carrying on business in regulated activities without the relevant capital markets services license(s)may result in the contractsinvolved being he

167、ld void for illegality,and/or the company and/or its officers being found guilty of an offence carrying a fine or imprisonment or both.The Monetary Authority of Singapore,orMAS may issue a prohibition order which may amongst others prohibit a person from performing a regulated activity.A license may

168、 be required even if the client,the company in which the sharesare being sold and the purchaser of the shares are all outside of Singapore.Moreover,including references to any such services on our website or any promotional materials could be deemed as“holding out”that Enigmatig Singapore carries on

169、 business in such regulated activities,which may also constitute a regulated activity.Although the Singapore courts have previously indicated that a one-off transaction which falls within the definition of a regulated activity but is tangential to the companys business and isundertaken only incident

170、ally to the provision of other services,where the company does not hold itself out to be carrying on such transaction in its normal course of business,may not require acapital markets services license even if the transaction is a significant undertaking and the company stands to make a sizeable prof

171、it,there can be no assurance that the Singapore courts will reach asimilar conclusion in relation to Enigmatig Singapores particular circumstances.12 In Fiscal 2021 Enigmatig Singapore engaged in no such transactions.In Fiscal 2022 Enigmatig Singapore entered into a contract for a transaction relati

172、ng to shares of a companyincorporated in Belize,or the Belize transaction,and a contract for a transaction relating to shares of a company incorporated in the United Kingdom,or the UK transaction,for which we received anaggregate income of US$1,080,465,constituting 39.0%of our corporate services inc

173、ome for the year.However,the aforementioned transactions were only incidental to Enigmatig Singapores corebusiness,and we do not view them as sufficing to constitute activities with system or continuity,being undertaken on a one-off basis for existing clients of Enigmatig Singapores corporate secret

174、arialbusiness division,who approach Enigmatig Singapore for assistance as an incident of their existing relationship.Enigmatig Singapore has since ceased to entertain similar requests from otherpersons.Enigmatig Singapore has ceased its business relationship with the Belize company following the com

175、pletion of the Belize transaction,and has taken steps to divest itself of any outstandingrights or obligations under the UK transaction.Further,we have also reviewed Enigmatig Singapores corporate literature with a view to ensuring compliance with the SFA.While we have taken certain steps to make it

176、 less likely that such incidents of non-compliance will recur with regard to this regulation and others in Singapore and other jurisdictions,including ceasing to facilitate any disposal of securities by our clients,and reviewing our website and any corporate materials for references to regulated act

177、ivities,we cannot assure you that noincidents of non-compliance will occur in the future.We typically carry out operations through third-party service providers,such as lawyers and other agents,to leverage their expertise and tomitigate our own exposure to regulatory non-compliance in various jurisd

178、ictions.While we try to identify and use only reputable third-party service providers,there can be no assurance that relianceon such service providers will exclude any potential liability or sanctions.Changes in capital markets,M&A activity,legal or regulatory requirements,general economic condition

179、s and monetary or geopolitical disruptions,as well as other factors beyond our control,could reduce demand for our practice offerings or services,in which case our corporate services income and profitability could decline.Different factors outside of our control could affect demand for our services.

180、These include:fluctuations in global economies,including economic downturns or recessions and the strength and rate of any general economic recoveries;level of leverage incurred by countries or businesses;M&A activity;frequency and complexity of significant commercial litigation;overexpansion by bus

181、inesses causing financial difficulties;business and management crises,including the occurrence of alleged fraudulent or illegal activities and practices;new and complex laws and regulations,repeals of existing laws and regulations or changes of enforcement of laws,rules and regulations,including ant

182、itrust/competition reviews ofproposed M&A transactions;other economic,geographic or political factors;and general business conditions.We are not able to predict the positive or negative effects that future events or changes to global economies will have on our business or the business of any particu

183、lar sector.Fluctuations,changes and disruptions in financial,credit,M&A and other markets,political instability and general business factors could impact various operations and could affect such operations differently.Changes to factors described above,as well as other events,including by way of exa

184、mple,contractions of regional economies,or the economy of a particular country,trade restrictions,monetarysystems,banking,real estate and retail or other industries;debt or credit difficulties or defaults by businesses or countries;new,repeals of or changes to laws and regulations,including changes

185、to thebankruptcy and competition laws of the U.S.or other countries;tort reform;banking reform;a decline in the implementation or adoption of new laws or regulation,or in government enforcement,litigation or monetary damages or remedies that are sought;or political instability may have adverse effec

186、ts on one or more of our segments or service,practice or industry offering.Our corporate services income and cash flows are likely to fluctuate.We experience fluctuations in our corporate services income and cost structure and the resulting operating income and cash flows and expect that this will c

187、ontinue to occur in the future.Wemay experience fluctuations in our annual and quarterly financial results,including corporate services income and earnings per share,for reasons that may include:(i)the types and complexity,number,size,timing and duration of client engagements;(ii)the timing of incom

188、e recognition under U.S.GAAP;(iii)the utilization of income-generating professionals,including the ability to adjuststaffing levels up or down to accommodate the business and prospects of the applicable segment and practice;(iv)the time it takes before a new hire becomes profitable;(v)the geographic

189、 locationsof our clients or the locations where services are rendered;(vi)billing rates and fee arrangements,including the opportunity and ability to successfully reach milestones and complete,and collectsuccess fees and other outcome-contingent or performance-based fees;(vii)the length of billing a

190、nd collection cycles and changes in amounts that may become uncollectible;(viii)changes in thefrequency and complexity of government regulatory and enforcement activities;(ix)business and asset acquisitions;(x)fluctuations in the exchange rates of various currencies against the U.S.dollar;(xi)fee ad

191、justments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy,and(xii)economic factors beyond ourcontrol.The results of different practices may be affected differently by the above factors.Certain of our practices ten

192、d to experience their fluctuations subject to regulatory enforcement or taxcompliance requirements.The positive effects of certain events or factors on certain segments and practices may not be sufficient to overcome the negative effects of those same events or factors onother parts of our business.

193、In addition,our mix of practice offerings adds complexity to the task of predicting income and results of operations and managing our staffing levels and expendituresacross changing business cycles and economic environments.13 Our results are subject to seasonal and other similar factors and unantic

194、ipated future volatility could cause actual results to vary significantly from our expectation.Our business may face risks of clients default on payment.Our clients consist primarily of small and medium-sized corporations which may experience or be exposed to potential financial distress,face comple

195、x challenges,be involved in litigationor regulatory proceedings,or face foreclosure of collateral or liquidation of assets.The aforementioned situations may become increasingly prevalent among our existing and potential clients in lightof the current uncertain micro-economic conditions and/or potent

196、ial economic slowdowns or recession caused by COVID-19.Such clients may not have sufficient funds to continue operations or topay for our services.We do not always receive full advanced payment or retainers before we begin performing services,and cannot assure that such payment or retainers we recei

197、ve will adequatelycover our fees for the services we perform.For example,in relation to initial license application,we typically receive 50%of our fees upon our appointment by the client,with the remaining 50%received only upon our successfully obtaining the license for the client.We generally offer

198、 a fixed fee arrangement on our fees.Our failure to manage the engagements efficiently or collect the fees could expose us to a greater risk of loss on such engagements.Providing services to clients that do not correlate to actual costs incurred may negatively impact our profitability on such engage

199、ments and adversely affect the financial results of our business.Wetreat the outstanding fees that we are unable to collect based on objective evidence as write-offs and will not adjust or accept renegotiation.Our fees set forth in existing service contracts are notnegotiable and may not be adjusted

200、 even if fee collection is not probable.Management periodically monitors the outstanding fees,making an effort to timely collect outstanding fees and reviews theadequacy of write-offs to minimize the impact of the potential payment defaults.Our inability to hire and retain talented people in an indu

201、stry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.Our business involves the delivery of professional services and is highly labor-intensive.We rely heavily on our senior management team and other key employees and our abi

202、lity to retainthem is particularly important to our future success.Given the highly specialized nature of our services,these people must have a thorough understanding of our service offerings as well as the skillsand experience necessary to manage an organization consisting of a diverse group of pro

203、fessionals.In addition,we rely on our senior management team and key employees to generate,handle andmarket our business.If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions,it could disrupt our business operations,and we may not be

204、able toreplace them easily or at all.In addition,competition for senior executives and key personnel in our industry is intense,and we may be unable to retain our senior executives and key personnel orattract and retain new senior executives and key personnel in the future,in which case our business

205、 may be severely disrupted,and our financial condition and results of operations may be materiallyand adversely affected.If any of our senior executives or key personnel joins a competitor or forms a competing company,we may lose clients,suppliers,know-how and key professionals and staffmembers to t

206、hem.Also,if any of our business development managers,who generally keep a close relationship with our clients,joins a competitor or forms a competing company,we may lose clients,and our corporate services income may be materially and adversely affected.Most of our executives and key personnel have e

207、ntered into employment agreements with us that contain non-competition provisions,non-solicitation and nondisclosure covenants.However,if any dispute arises between our executive officers and key personnel and us,such non-competition,non-solicitationand nondisclosure provisions might not provide eff

208、ective protection to us.We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.We depend to a large extent on our relationships with our clients and our reputation for high-caliber professional services and integrity to attract and ret

209、ain clients.We obtain a substantialnumber of new engagements from existing clients or through referrals from existing clients.As a result,if a client is not satisfied with our services,it may diminish our reputation and become moredamaging to our business than to other businesses.Additionally,if we

210、fail to meet our contractual obligations or other arrangements with our clients,we could be subject to legal liability or loss ofclient relationships.Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the applications we develop,but these pr

211、ovisions may not protect us ormay not be enforceable in all cases.Our business is subject to risks related to lawsuits and other claims brought by our clients.We may be subject to lawsuits and other claims in the ordinary course of our business.Actions brought against us may result in settlements,aw

212、ards,injunctions,fines,penalties or otherresults adverse to us including harm to our reputation.Even if we are successful in defending against these actions,the defense of such matters may result in our incurring significant expenses.Predicting the outcome of such matters is inherently difficult,par

213、ticularly where claimants seek substantial or unspecified damages,or when arbitration or legal proceedings are at an early stage.Asubstantial judgment,award,settlement,fine,or penalty could be materially adverse to our operating results or cash flows for a particular future period,depending on our r

214、esults for that period.14 Increases in labor costs in Singapore may adversely affect our business and results of operations.The economy in Singapore,where the majority of our employees are located,has experienced increases in labor costs in recent years.Average wages in Singapore are expected to con

215、tinue toincrease.We expect that our labor costs,including wages and employee benefits,will continue to increase to remain competitive in attracting and retaining the quality and number of employees thatour business requires.Unless we are able to control our labor costs or pass on these increased lab

216、or costs to our users by increasing the fees of our services,our financial condition and operatingresults may be adversely affected.We may engage in acquisitions or strategic alliances that could disrupt our business,result in increased expenses,reduce our financial resources and cause dilution to o

217、ur shareholders.Wecannot assure you that such acquisitions or strategic alliances may be successfully implemented.Although we have not engaged in acquisitions or strategic alliances in the past,we may look for potential acquisitions or strategic alliances in the future to expand our business.However

218、,wemay not be able to find suitable acquisition candidates,complete acquisitions on favorable terms,if at all,or integrate any acquired businesses,products or technologies into our operations.If we docomplete acquisitions,they may be viewed negatively by customers or investors and they may not enabl

219、e us to strengthen our competitive position or achieve our goals.In addition,any acquisitionsthat we make could lead to difficulties in integrating personnel,technologies and operations from the acquired businesses and in retaining and motivating key personnel from these businesses.Moreover,acquisit

220、ions may disrupt our ongoing operations,divert management from day-to-day responsibilities and increase our expenses.Future acquisitions may reduce our cash available foroperations and other uses,and could result in increases in amortization expenses related to identifiable intangible assets acquire

221、d,potentially dilutive issuances of equity securities or the incurrence ofdebt.We cannot predict the number,timing or size of future acquisitions,or the effect that any such acquisitions might have on our operating results.The international nature of our business exposes us to risks that could adver

222、sely affect our financial condition and results of operations.We conduct our business throughout the world in multiple locations.As a result,we are exposed to risks typically associated with conducting business internationally,many of which arebeyond our control.These risks include:significant curre

223、ncy fluctuations between the Singapore dollar and the U.S.dollar and other currencies in which we transact business;legal uncertainty owing to the overlap and inconsistencies of different legal regimes,problems in asserting contractual or other rights across international borders and the burden ande

224、xpense of complying with the laws and regulations of various jurisdictions;potentially adverse tax consequences,such as scrutiny of transfer pricing arrangements by authorities in the countries in which we operate;current and future tariffs and other trade barriers,including restrictions on technolo

225、gy and data transfers;unexpected changes in regulatory requirements;and terrorist attacks and other acts of violence or war.The occurrence of any of these events could have a material adverse effect on our results of operations and financial condition.We may be liable to our clients for damages caus

226、ed by unauthorized disclosure of sensitive and confidential information,whether through our employees or otherwise.We are typically required to manage,utilize and store sensitive or confidential client data in connection with the services we provide.Under the terms of our client contracts,we are req

227、uiredto keep such information strictly confidential.We use network security technologies,surveillance equipment and other methods to protect sensitive and confidential client data.We also require ouremployees to enter into confidentiality agreements to limit access to and distribution of our clients

228、 sensitive and confidential information as well as our own trade secrets.We can give no assurancethat the steps taken by us in this regard will be adequate to protect our clients confidential information.If our clients proprietary rights are misappropriated by our employees or third-partyprofessiona

229、l service providers or their employees,in violation of any applicable confidentiality agreements or otherwise,our clients may consider us liable for those acts and seek damages andcompensation from us.Any such acts could cause us to lose existing and future business and damage our reputation in the

230、market.In addition,we currently do not have any insurance coverage formismanagement or misappropriation of such information by our employees.Any litigation with respect to unauthorized disclosure of sensitive and confidential information might result in substantialcosts and diversion of resources an

231、d management attention.15 If we fail to adequately protect our intellectual property rights,our ability to compete effectively or to defend ourselves from litigation could be impaired,which could reduce our total corporateservices income and increase our costs.We believe our brand,trade name,tradema

232、rks and other intellectual property are a factor in our success.Existing laws of some countries in which we provide services may offer only limitedprotection of our intellectual property rights.We rely upon a combination of trade secrets,confidentiality policies,nondisclosure and other contractual a

233、rrangements,and patent,copyright andtrademark laws to protect our intellectual property rights.As of the date of this prospectus,we have registered two trademarks(for our previous name and logo)in the PRC and we own the domainname for our website .We have not registered trademarks in any other juris

234、diction.The steps we have taken in this regard may not be adequate to prevent or deter infringement orother misappropriation of our intellectual property,and we may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.Monitoring unau

235、thorized use of our intellectual property is difficult and costly.Unauthorized use of our intellectual property may already have occurred or may occur in the future withoutour knowledge.Any failure by us to effectively protect our intellectual property could reduce the value of our technologies and

236、impair our ability to compete.We may in the future need to initiateinfringement claims or litigation.Litigation can be expensive and time-consuming and may divert the efforts of our technical staff and managerial personnel,which could result in lower totalcorporate services income and higher expense

237、s,whether or not such litigation results in a determination favorable to us.We may face intellectual property infringement claims or other related disputes,which could be time-consuming,costly to defend or settle and result in the loss of significant rights and lowersales.We cannot be certain that o

238、ur operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,copyrights,know-how or other intellectual propertyrights held by third parties.We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual

239、property rights of others.In addition,there may be third-partytrademarks,copyrights,know-how or other intellectual property rights that are infringed by our products,services or other aspects of our business without our awareness.Holders of such intellectualproperty rights may seek to enforce such r

240、ights against us in Singapore,the United States or other jurisdictions.If any third-party infringement claims are brought against us,we may be forced todivert some resources from our business and operations to defend against these claims,regardless of their merits.Additionally,we cannot ensure that

241、Singapore courts or regulatory authorities would agree with our analysis of the application and interpretation of Singapores intellectual property rightlaws and the procedures and standards for granting trademarks,copyrights,know-how or other intellectual property rights in Singapore.If we were foun

242、d to be in violation of the intellectual propertyrights of others,we may be subject to civil and/or criminal actions for our infringement activities and/or be prohibited from using such intellectual property.We may also incur licensing fees and/orbe forced to develop alternatives of our own.As a res

243、ult,our business and operating results may be materially and adversely affected.Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities.A significant uninsured loss or a loss in excess of our insurance coverage could have amaterial adverse effect on our re

244、sults of operations and financial condition.Other than the government-mandated insurance and housing provident fund schemes,we do not maintain any material insurance covering our properties,equipment,inventory or employees,and we do not carry any material business interruption or product liability i

245、nsurance or any material third-party liability insurance to cover claims in respect of personal injuries or any damagesarising from accidents on our properties or in relation to our operations.The occurrence of certain incidents including severe weather,earthquake,fire,war,power outages,flooding and

246、 theconsequences resulting from them may not be covered by our insurance policies adequately,or at all.If we were subject to substantial liabilities we could incur costs and losses that could materiallyand adversely affect our results of operations and financial condition.We have identified certain

247、material weakness in our internal control over financial reporting as of September 30,2024.If we fail to implement and maintain an effective system of internalcontrol to remediate our material weakness over financial reporting,we may be unable to accurately report our results of operations,meet our

248、reporting obligations,or prevent fraud.Prior to this offering,we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures.Our management hasnot completed an assessment of the effectiveness of our internal control over

249、 financial reporting and our independent registered public accounting firm has not conducted an audit of our internalcontrol over financial reporting.In the course of auditing our consolidated financial statements as of and for each of the three years ended September 30,2022,2023 and 2024,we and our

250、independent registered public accounting firm identified certain material weakness in our internal control over financial reporting and other control deficiencies for the above-mentioned periods.Asdefined in the standards established by the U.S.Public Company Accounting Oversight Board,a“material we

251、akness”is a deficiency,or a combination of deficiencies,in internal control overfinancial reporting,such that there is a reasonable possibility that a material misstatement of our companys annual or interim financial statements will not be prevented or detected on a timely basis.The material weaknes

252、s identified related to the following:during its audit,our independent registered public accounting firm noted that we have a lack of review of invoice issuance andjournal entries which can lead to misstatement of revenue.16 We intend to implement measures designed to improve our internal control ov

253、er financial reporting to address the underlying causes of the material weakness,including(i)hiring morequalified staff to fill up the key roles in the operations;and(ii)appointing independent Directors,establishing an audit committee and strengthening corporate governance We intend to implement the

254、above measures prior to the listing,and we expect the remediation to be completed upon listing.In addition,we currently lack personnel adequately trained in and have appropriate knowledge of U.S.GAAP and SEC reporting requirements to properly address complex U.S.GAAPaccounting issues and related dis

255、closures to fulfill U.S.GAAP and SEC financial reporting requirements,which could result in our failure to maintain effective internal control over financialreporting.We have implemented and plan to implement a number of measures to address this issue.We are engaging an external consulting firm to a

256、ssist us with our financial reporting in US GAAP.We have allocated additional resources to improve financial oversight function,to introduce formal business performance review process,and to prepare and review the consolidated financialstatements and related disclosures in accordance with U.S.GAAP a

257、nd SEC reporting requirements.In addition,we intend to provide our relevant finance staff with appropriate training in connectionwith the requirements of U.S.GAAP.We will be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effective

258、ness of the internal controls.Effective internalcontrol over financial reporting is important to prevent fraud.As a result,our business,financial condition,results of operations and prospects,as well as the market for and trading price of our ClassA ordinary shares,may be materially and adversely af

259、fected if we do not have effective internal controls.We may not discover any problems in a timely manner and current and potential shareholderscould lose confidence in our financial reporting,which would harm our business and the trading price of our Class A ordinary shares.The absence of internal c

260、ontrols over financial reporting mayinhibit investors from purchasing our Class A ordinary shares and may make it more difficult for us to raise funds in a debt or equity financing.Additional material weakness or significantdeficiencies may be identified in the future.If we identify such issues or i

261、f we are unable to produce accurate and timely financial statements,our stock price may decline and we may be unable tomaintain compliance with the NYSE American rules.In addition,our internal control over financial reporting will not prevent or detect all errors and all fraud.A control system,no ma

262、tter how well designed and operated,can provide onlyreasonable,not absolute,assurance that the control systems objectives will be met.Because of the inherent limitations in all control systems,no evaluation of controls can provide absolute assurancethat misstatements due to error or fraud will not o

263、ccur or that all control issues and instances of fraud will be detected.During the course of documenting and testing our internal control procedures,in order to satisfy the requirements of Section 404,we may identify other weaknesses and deficiencies in ourinternal control over financial reporting.I

264、n addition,if we fail to maintain proper and effective internal control over financial reporting,as these standards are modified,supplemented,or amendedfrom time to time,we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance

265、with Section 404.If we fail to achieve andmaintain an effective internal control environment,we could suffer material misstatements in our financial statements and fail to meet our reporting obligations,which would likely cause investors tolose confidence in our reported financial information.This c

266、ould in turn limit our access to capital markets,harm our results of operations,and lead to a decline in the trading price of our Class Aordinary shares.Additionally,ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and sub

267、ject us to potential delisting from thestock exchange on which we list,regulatory investigations,and civil or criminal sanctions.We may also be required to restate our financial statements from prior periods.A failure in our information technology,or IT,systems could cause interruptions in our servi

268、ces,undermine the responsiveness of our services,disrupt our business,damage our reputation andcause losses.Our IT systems support all phases of our operations,including marketing,customer development and the provision of customer support services,and are an essential part of our technologyinfrastru

269、cture.If our systems fail to perform,we could experience disruptions in operations,slower response time or decreased customer satisfaction.We must process,record and monitor a largenumber of transactions and our operations are highly dependent on the integrity of our technology systems and our abili

270、ty to make timely enhancements and additions to our systems.Systeminterruptions,errors or downtime can result from a variety of causes,including changes in customer usage patterns,technological failures,changes to our systems,linkages with third-party systemsand power failures.Our systems are vulner

271、able to disruptions from human error,execution errors,errors in models such as those used for risk management and compliance,employee misconduct,unauthorized trading,external fraud,computer viruses,distributed denial of service attacks,computer viruses or cyberattacks,terrorist attacks,natural disas

272、ter,power outage,capacity constraints,software flaws,events impacting key business partners and vendors,and similar events.17 It could take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence,which could affec

273、t our ability toprocess and settle customer transactions.Moreover,instances of fraud or other misconduct might also negatively impact our reputation and customer confidence in us,in addition to any direct lossesthat might result from such instances.Despite our efforts to identify areas of risk,overs

274、ee operational areas involving risks,and implement policies and procedures designed to manage these risks,there can be no assurance that we will not suffer unexpected losses,reputational damage or regulatory actions due to technology or other operational failures or errors,including those of our ven

275、dorsor other third parties.The continuing efforts of our senior management team and other key personnel are important to our success,and our business may be harmed if we lose their services.Our future success depends heavily upon our senior management for their smooth and efficient operations of our

276、 overseas offices as well as their execution of our overall business plans.There is intense competition for hiring experienced management personnel in the financial industry,and the pool of qualified candidates is very limited.If any member of our senior managementteam is unable to continue his/her

277、employment with us and we fail to effectively manage a transition to new personnel in the future,or if we fail to attract and retain qualified and experiencedprofessionals on commercially acceptable terms,our business,financial condition and results of operations could be adversely affected.Our succ

278、ess also depends on having highly trained financial,IT,sales and marketing staff and experienced management personnel.We will need to continue to hire additional personnel asour business grows.In the event we lose their services,we may not be able to attract experienced senior management or other ke

279、y personnel in the future,and we may,in turn,lose our clients.Inaddition,a shortage in the supply of personnel with requisite skills or our failure to recruit them could impede our ability to increase corporate services income from our existing services,offer newservices and expand our operations,an

280、d would pose an adverse effect on our business and financial results.Our historical growth rate,corporate services income and gross profit margins may not be indicative of our future performance,particularly as our corporate services income for the year endedSeptember 30,2022 and 2023 was comprised

281、in part by non-recurring one-off transactions.Our gross profit for the years ended September 30,2022,2023 and 2024 amounted to US$1,230,929,US$3,134,816 and US$2,663,727,respectively,while our gross profit margins wereapproximately 43.6%,68.0%and 67.1%,respectively.The trend of our historical financ

282、ial information is a mere analysis of our past performance only and does not have any positive implication ormay not necessarily reflect our financial performance in the future which will depend on our operate successfully in the future,including our ability,among other things,to retain existing cli

283、ents andattract new clients,expand into new jurisdictions and/or services,successfully increase our reputation,secure new business opportunities and control our costs.In particular,a substantial amount of our corporate services income for the year ended September 30,2022 and 2023 were provided by on

284、e-off transactions that are not expected to recur.Assuch,these historical results may not be indicative of our future business and related income and income could decrease unless we are able to procure additional business from existing and/or newclients.There is no assurance that our operating and f

285、inancial results in the future will remain at a level comparable to those recorded for the years ended September 30,2022,2023 and 2024,andwill not further decline.Our interim results,growth rate and profitability may not be indicative of our annual results or our future results.In addition,our histo

286、rical interim and annual results,growthrates and profitability may not be indicative of our future performance for the corresponding periods.Our Class A ordinary shares could be subject to significant price volatility should our earningsfail to meet the expectations of investors.Any of these events

287、could cause the price of our Shares to materially decrease.We face risks relating to natural disasters,health epidemics or pandemics,and other outbreaks,most notably those related to the outbreak of COVID-19.Our business could be adversely affected by the effects of epidemics or pandemics,including

288、COVID-19,avian influenza,severe acute respiratory syndrome(SARS),influenza A(H1N1),Ebola or any other epidemic or pandemic.Any such occurrences could cause severe disruption to our daily operations and may even require a temporary closure of our facilities.The COVID-19 pandemic has resulted in quara

289、ntines,travel restrictions,limitations on social or public gatherings,and the temporary closure of business venues and facilities across theworld.Our clients as well as income generation are mainly from Hong Kong and Singapore.The negative impacts of the COVID-19 pandemic on our business include:The

290、 uncertain economic conditions may refrain clients from engaging our corporate services(including accounting and consulting services or even company secretarial services).Quarantines impeded our ability to contact existing and new clients.Travel restrictions limited other parties ability to visit an

291、d meet us in person.Although most communication could beachieved via video calls,this form of remote communication could be less effective in building trust and communicating with existing and new clients.The operations of our clients have been and could continue to be negatively impacted by the epi

292、demic,which may in turn adversely impact their business performance,and result in adecreased demand for our all line of services.18 Depressed business sentiment and inability to freely travel in the first half of Fiscal 2022 resulted in the addition of no new clients over such period and comparative

293、ly low corporate servicesincome.Although we added new clients in the second half of Fiscal 2022 and Fiscal 2023 and a limited number of new clients in Fiscal 2024 and increased our corporate services income,there canbe no assurance that such increases are sustainable.The prolonged phenomenon of COVI

294、D-19 and the effects of mutations in the virus,both in terms of extent and intensity of the pandemic,together with their impact on our industry and themacroeconomic situations are still difficult to anticipate and may pose substantial uncertainties.In the event the health and economic environment do

295、es not improve or there is no continued recoveryin the regions where we serve our clients or operate,our business,results of operations and financial condition could be materially and adversely affected.We will continue to closely monitor theeffects of the pandemic impact on our business.We had a co

296、ncentration of credit risk because we derived our corporate services income from a limited number of customers.For the year ended September 30,2024,we derived our corporate services income from 55 customers with the top two customers contributing approximately 47.9%of our total corporateservices inc

297、ome.For the year ended September 30,2023,we derived our corporate services income from 60 customers with the top two customers contributing approximately 54.7%of our totalcorporate services income.For the year ended September 30,2022,we derived our corporate services income from 87 customers,with th

298、e top two customers contributing approximately 46.3%of ourtotal corporate services income.Generally,we either require prepayment in full or offer alternate payment plans for customers to prepay a certain percentage with the remainder to be settled aftercompletion of our services.We cannot assure you

299、 that we will not see concentration of accounts receivable from a small number of customers in the future.In such case,if any of these customersdefaults on its payment obligations to us,we will not be able to recover the related accounts receivable,and our business,financial condition and results of

300、 operations may be materially and adverselyaffected.We depend on a limited number of customers for a significant portion of our corporate services income and the loss of one or more of these customers could adversely affect our business,financial condition,and results of operations.Our ability to ma

301、intain close relationships with major customers is essential to the success of our business.We received a substantial portion of our corporate services income from a limitednumber of customers.For the years ended September 30,2022,2023 and 2024,corporate services income generated from our two larges

302、t customers accounted for approximately 46.3%,54.7%and47.9%,respectively,and corporate services income generated from our largest customers accounted for approximately 33.0%,30.9%and 27.7%,respectively.Corporate services income from ourlargest customer for the year ended September 30,2022 was relate

303、d to a one-off transaction,which is not expected to recur in the future.Although this customer continued to engage with us for otherservices for the year ended September 30,2023,we cannot assure you that the volume of corporate services income from this customer will remain consistent in the future.

304、Additionally,corporateservices income from our second largest customer for the year ended September 30,2023 was also related to a one-off transaction,which is not expected to recur in the future.We cannot assure youthat any of our customers in the future will not cease purchasing services from us in

305、 favor of services from our competitors,significantly reduce orders or seek price reductions in the future,and anysuch event could have a material adverse effect on our corporate services income,profitability,and results of operations.We have incurred negative operating cash flow in the past,which w

306、e may continue to experience in the future.We have incurred negative operating cash flow in the past.For the year ended September 30,2022,2023 and 2024,we had negative operating cash flow of US$340,755,US$58,677 andUS$602,871,respectively.We expect our costs and expenses to increase as we expand our

307、 operations,primarily including payroll expenses and third party professional fees.Our ability to achievepositive operating cash flow principally depends on our ability to maintain and further expand our customer base,increase our corporate services income and control our costs and expenses,but weca

308、nnot assure you that our customer base will maintain the growth momentum.In addition,our ability to achieve and sustain positive operating cash flow is affected by various factors,some of whichare beyond our control,such as changes in regulatory policy and macroeconomic conditions or competitive dyn

309、amics in the industry.If we cannot effectively maintain or achieve corporate servicesincome growth at scale,or we are unable to maintain and enhance our profitability and liquidity,our business,financial condition,and results of operations may be materially and adversely affected.We recorded net cur

310、rent liabilities and a total shareholders deficit in the past and may continue to record net current liabilities and a total shareholders deficit in the future,which could exposeus to liquidity risks.We had net current liabilities of US$522,853 and total shareholders deficits of US$344,809 as of Sep

311、tember 30,2022.Although we had net current assets of US$695,971 and US$1,686,894 as ofSeptember 30,2023 and 2024,respectively and total shareholders equity of US$812,677 and US$1,780,528 as of September 30,2023 and 2024,respectively,we may record net current liabilitiesand a total shareholders defic

312、it in the future,which could expose us to liquidity risks.A net current liabilities position could expose us to the risk of shortfalls in liquidity,in which case our ability toraise funds,obtain bank loans and declare and pay dividends would be materially and adversely affected.Our liquidity positio

313、n is dependent on,among other factors,our ability to grow our businessand extend our service offering to existing customers and expand our customer base,but we cannot assure you that our business and customer base will maintain the growth momentum.If we havenet current liabilities in the future,our

314、working capital for operations or business expansion plans could be limited and our business,financial position and results of operations could be materiallyand adversely affected.Certain data and information in this prospectus were obtained from third-party sources and were not independently verifi

315、ed by us.This prospectus contains certain data and information that we obtained from various government and private entity publications and reports,including the Frost&Sullivan report which wecommissioned.Statistical data in these publications also include projections based on a number of assumption

316、s.While we have not independently verified the data and information contained thereinand such data and information may have been collected using third-party methodologies,we believe that the data and information,including projections based on a number of assumptions,fromthese third-party publication

317、s and reports used in this prospectus is reliable.However,the industries in which we operate may not grow at the rate projected by market data,or at all.Failure of theseindustries to grow at the projected rate may have a material adverse effect on our business and the market price of our Class A ord

318、inary shares.In addition,the rapidly evolving nature of theseindustries results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of the industries in which we operate.Furthermore,if any one or moreof the assumptions underlying the mar

319、ket data is later found to be incorrect,actual results may differ from the projections based on these assumptions.Although our principal business operations are based in Singapore,we also conduct business operations in mainland China and Hong Kong,which could expose us to the rules,regulations andin

320、fluence of regulators in those jurisdictions.Although our principal business operations are based in Singapore,we also conduct business operations in mainland China and Hong Kong.Our corporate services income generated from mainland China accounted for 0.8%,0.6%and 0.7%of our total corporate service

321、s income for the years ended September 30,2022,2023 and2024,respectively.Our corporate services income generated from Hong Kong accounted for 55.5%,5.0%and 16.7%for the same periods,respectively.While corporate services income generatedfrom Hong Kong has decreased significantly since we moved our co

322、rporate headquarters to Singapore in July 2022,and the majority of our new contracts are entered into with Enigmatig Singapore,we continue to service certain clients in Hong Kong,in particular Hong Kong-based clients who prefer to engage with our Hong Kong entity.Our operations in mainland China and

323、 Hong Kong couldexpose us to the rules,regulations and influence of regulators.Our PRC subsidiary,Enigmatig Shanghai,was established under and is governed by the laws of the PRC.The PRC legal system is based on written statutes.Prior court decisions may becited for reference,but have limited precede

324、ntial value.In 1979,the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general,such as foreign investment,corporate organization and governance,commerce,taxation and trade.However,since the PRC legal system continues to evolve rapidly,

325、the interpretations of many laws,regulations and rules are not always uniform and enforcement of these laws,regulations and rules involves uncertainties,which may limit legal protections available to us.Uncertainties due toevolving laws and regulations could also impede the ability of a China-based

326、company to obtain or maintain permits or licenses required to conduct business in China.In the absence of requiredpermits or licenses,governmental authorities could impose material sanctions or penalties on us.In addition,some regulatory requirements issued by certain PRC government authorities may

327、not beconsistently applied by other PRC government authorities(including local government authorities),thus making strict compliance with all regulatory requirements impractical,or in somecircumstances impossible.For example,we may have to resort to administrative and court proceedings to enforce th

328、e legal protection that we enjoy either by law or contract.However,since PRCadministrative and court authorities have discretion in interpreting and implementing statutory and contractual terms,it may be more difficult to predict the outcome of administrative and courtproceedings and the level of le

329、gal protection we enjoy than in more developed legal systems.Furthermore,the PRC legal system is based in part on government policies and internal rules,some ofwhich are not published on a timely basis or at all and may have retroactive effect.As a result,we may not be aware of our violation of thes

330、e policies and rules until sometime after the violation.Suchuncertainties,including uncertainty over the scope and effect of our contractual,property(including intellectual property)and procedural rights,could materially and adversely affect our business andimpede our ability to continue our operati

331、ons.19 In addition,we cannot predict the effects of future developments in the PRC legal system on our business operations,including the promulgation of new laws,or changes to existing laws orthe interpretation or enforcement thereof.These uncertainties could limit the legal protections available to

332、 us and our investors,including you.Moreover,any litigation in China may be protractedand result in substantial costs and diversion of our resources and management attention.The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence ou

333、r operations as the government deems appropriate to furtherregulatory,political and societal goals.The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries,and wecannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our b