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1、2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm1/266F-1 1 ea0223235-08.htm REGISTRATION STATEMENTAs filed withtheU.S.SecuritiesandExchangeCommissiononMay19,2025.Registration No.*U

2、NITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_K-TECH SOLUTIONS COMPANY LIMITED(Exact Name of Registrant as Specified in its Charter)_British Virgin Islands 3944 Not Applicable(State or OtherJurisdiction ofIncorporation

3、 orOrganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit A,7/F,Mai On Industrial Building17-21 Kung Yip Street,Kwai ChungNew Territories,HongKong+852 2741 3165(Address,including zip code,and telephone number,including area code,ofRegistrants princi

4、pal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168+1800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Lawrence Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHongKongTeleph

5、one:+1 310 7285129 Anthony N.DeMint,Esq.DeMint Law,PLLC3753 Howard Hughes ParkwaySecond Floor,Suite 314Las Vegas,NV 89169Telephone:(702)714-_Approximate date of commencement of proposed sale to the public:As soon aspracticable after effectiveness of this registration statement.If any of the securiti

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

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

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

9、 for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the reg

10、istrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archiv

11、es/edgar/data/2049187/000121390025045262/ea0223235-08.htm2/266_The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statem

12、ent on such date or dates asmay be necessary to delay its effective date until the registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the SecuritiesActof1933,as amended,or until the re

13、gistration statement shall become effectiveon such date as the U.S.Securities and Exchange Commission,acting pursuant to saidSection8(a),may determine.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/0001213900250452

14、62/ea0223235-08.htm3/266Table of ContentsInformation contained herein is subject to completion or amendment.Aregistration statement relating to these securities has been filed with theSecurities and Exchange Commission.These securities may not be sold normay offers to buy be accepted prior to the ti

15、me the registration statementbecomes effective.This prospectus shall not constitute an offer to sell orthe solicitation of an offer to buy nor shall there be any sale of thesesecurities in any State in which such offer,solicitation or sale would beunlawful prior to registration or qualification unde

16、r the securities lawsof any such State.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETIONDATED*2025K-TECH SOLUTIONS COMPANY LIMITED2,000,000 CLASS A SHARESThis is an initial public offering(the“IPO”)of the Class A shares of parvalue US$0.0001 per share(the“Class A Shares”,and together with Class B ordinarysh

17、ares of par value US$0.0001 per share(the“Class B Shares”),the“OrdinaryShare(s)”or“Share(s)”)of K-Tech Solutions Company Limited(“KTech”or the“Company”),a BVI business company incorporated in the British Virgin Islands(the“BVI”).We are offering 2,000,000 Class A Shares of the Company,on a firmcommit

18、ment basis.No public market currently exists for our Class A Shares.The IPOprice is expected to be between US$4 and US$5 per Share.We agree to grant theRepresentative warrants(the“Representative Warrants”)up to a total of 115,000Class A Shares(equal to 5%of the aggregate number of Class A Shares sol

19、d in theoffering,including Class A Shares issued pursuant to the exercise of the over-allotment option)at a price equal to 120%of the price of our Class A Shares offeredhereby,for nominal consideration.We intend to apply to list our Class A Shares on the Nasdaq Capital Market(“Nasdaq”)under the symb

20、ol“KMRK.”As such,at this time Nasdaq has not receivedour application to list our Class A Shares.The closing of this offering isconditioned upon Nasdaqs final approval of our listing application.However,thereis no assurance that this offering will be closed or that our Class A Shares will belisted fo

21、r trading on the Nasdaq.If Nasdaq does not approve our listing application,this IPO will be terminated.Upon the completion of this offering,assuming an offering size as set forthabove,we will be a“controlled company”within the meaning of the corporategovernance standards of Nasdaq,because our contro

22、lling shareholders have enteredinto an Acting-in-Concert Agreement pursuant to which they undertake that followingthe completion of this offering,the controlling shareholders shall act in concert inrelation to all matters that require the decisions of the shareholders of theCompany.Our controlling s

23、hareholders will collectively own 12,000,000 Class A Sharesand 4,500,000 Class B Shares,being 76.7%of our total issued and outstanding shares,representing 91.9%of the total voting power,assuming that the underwriters do notexercise their over-allotment option(the“Controlling Shareholders”)(or 75.7%o

24、four outstanding Shares or 91.5%of the total voting power if the underwritersexercise their over-allotment option).See section titled“ProspectusSummaryImplications of Being a Controlled Company”.As of the date of this prospectus,our outstanding authorized shares consist ofOrdinary Shares.Holders of

25、Ordinary Shares have the same rights except for votingand conversion rights.We are not a Chinese operating company,but an offshore holding companyincorporated in the BVI.As a holding company with no material operationsof our own,we conduct our operations through our wholly-owned operatingsubsidiary

26、in Hong Kong,K-Mark Technology Limited(“KMT”).This is anoffering of the Class A Shares of K-Tech Solutions Company Limited,theholding company in the BVI,instead of the shares of KMT.References tothe“Company,”“we,”“us,”and“our”in the prospectus are to K-TechSolutions Company Limited,the BVI entity th

27、at will issue the Class AShares being offered.References to“KMT”is to the Hong Kong entityoperating the design solution and trading of toy products business,whichgenerated the revenue and profit stated in the combined financialstatements included in this prospectus.Investors in our Class A Sharessho

28、uld be aware that they will not be purchasing equity interests in theoperating subsidiary in Hong Kong directly,but rather are purchasingequity solely in K-Tech Solutions Company Limited,the BVI holding company,which directly owns all of the equity interests in the operating subsidiary2025/5/20 10:5

29、5sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm4/266in HongKong.See“Risk Factors”beginning on page16 of this prospectusfor a discussion of risks facing the Company and the offering as a resulto

30、f this structure.Our operations are solely located in HongKong,a special administrative regionof the Peoples Republic of China(“China”or the“PRC”),with its owngovernmental and legal system that is independent from mainland China,includinghaving its own distinct laws and regulations.As of the date of

31、 this prospectus,weare not subject to the PRC governments direct influence or discretion over themanner in which we conduct our business activities outside of the PRC.However,dueto long-arm provisions under the current PRC laws and regulations,there remainsregulatory uncertainty with respect to the

32、implementation and interpretation of lawsin China.However,because our operations are primarily located in HongKong,we arestill subject to certain legal and operational risks associated with our operatingsubsidiary,KMT,based in HongKong.Additionally,the legal and operational risksassociated with oper

33、ating in mainland China may also apply to our operations inHongKong,and we face the risks and uncertainties associated with interpretationand the application of the complex and evolving PRC laws and regulations and as towhether and how the recent PRC government statements and regulatory developments

34、,such as those relating to data and cyberspace security,and anti-monopoly concernswould be applicable to KMT,given the substantial operations of our operatingsubsidiary in HongKong and the possibilities that Chinese government may exercisesignificant oversight over the conduct of business in HongKon

35、g.We are also subjectto the risks of uncertainty about any future actions of the PRC government orauthorities in HongKong in this regard.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-0

36、8.htm5/266Table of ContentsShould the PRC government choose to exercise significant oversight and discretionover the conduct of our business,they may intervene in or influence our operations.Such governmental actions:could result in a material change in our operations and/or the value of oursecuriti

37、es;could significantly limit or completely hinder our ability to continue ouroperations;could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors;andmay cause the value of our securities to significantly decline or beworthless.We are aware th

38、at recently,the PRC government has initiated a series ofregulatory actions and new policies to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activities inthe securities market,enhancing supervision over China-based companies liste

39、doverseas using a variable interest entity(“VIE”)structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it ishighly uncertain how soon the legislative or administrative r

40、egulatory bodies willrespond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highly uncertainwhat the potential impact such modified or new laws and regulations will have on oursubsidiarys daily business op

41、erations,its ability to accept foreign investmentsand the listing of our Class A Shares on U.S.or other foreign exchanges.The PRCgovernment may intervene or influence our operations at any time and may exert morecontrol over offerings conducted overseas and foreign investment in HongKong-basedissuer

42、s.The PRC government may also intervene or impose restrictions on our abilityto move out of HongKong to distribute earnings and pay dividends or to reinvest inour business outside of HongKong.Furthermore,PRC regulatory authorities may inthe future promulgate laws,regulations or implementing rules th

43、at require ourcompany or any of our subsidiary to obtain regulatory approval from PRC authoritiesbefore this offering.These actions could result in a material change in ouroperations and could significantly limit or completely hinder our ability to completethis offering or cause the value of our Cla

44、ss A Shares to significantly decline orbecome worthless.See“Risk Factors Risks Related to Doing Business inHongKongSubstantially all of our operations are in HongKong.However,due tothe long arm provisions under the current PRC laws and regulations,the Chinesegovernment may exercise significant overs

45、ight and discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time,which couldresult in a material change in our operations and/or the value of our Class A Shares.The enforcement of laws and that rules and regulations in China can change quicklywith litt

46、le advance notice.The Chinese government may intervene or influence ouroperating subsidiarys operations at any time,or may exert more control oversecurities offerings conducted overseas and/or foreign investment in HongKong-basedissuers,which could result in a material change in our operating subsid

47、iarysoperations and/or the value of the Class A Shares.”We have been advised by CLKW Lawyers LLP,our HongKong counsel,that based ontheir understanding of the current Hong Kong laws,as of the date of thisprospectus,the Company and KMT are not required to obtain any permissions orapprovals from HongKo

48、ng authorities before listing in the UnitedStates and issuingour Class A Shares to foreign investors.No such permissions or approvals have beenapplied for by the Company and/or KMT or denied by any relevant authorities.As ofthe date of this prospectus,KMT does not require any requisite permissions o

49、rapprovals from the HongKong authorities to operate its businesses.KMT has receivedall requisite permissions or approvals from the HongKong authorities to operate itsbusiness in Hong Kong,including but not limited to business registrationcertificate.As advised by Beijing Dacheng Law Offices,LLP(Shen

50、zhen),our PRC counsel,as ofthe date of this prospectus,based on PRC laws and regulations effective as of thedate of this prospectus,our operations in Hong Kong and our registered publicoffering in the UnitedStates are not subject to the review nor prior approval ofthe China Securities Regulatory Com

51、mission(the“CSRC”),because(i)we do not haveany business operations within the PRC;and(ii)we are not regarded as a Chinesedomestic enterprise and do not meet any of the conditions stipulated by the TrialAdministrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the Tr

52、ial Measures,governing China-based entities.Uncertainties stillexist,however,due to the possibility that laws,regulations,or policies in the PRCcould change rapidly in the future.No permissions or approvals have been applied forby the Company or denied by any relevant authority.In the event that(i)t

53、he PRC2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm6/266government expanded the categories of industries and companies whose foreignsecurities offerings are subject to review by

54、 the CSRC and that we are required toobtain such permissions or approvals,or(ii)we inadvertently concluded thatrelevant permissions or approvals were not required or that we did not receive ormaintain relevant permissions or approvals required,any action taken by the PRCgovernment could significantl

55、y limit or completely hinder our operations inHong Kong and our ability to offer or continue to offer our Class A Shares toinvestors and could cause the value of such securities to significantly decline or beworthless and even delisting.The delisting of our Class A Shares,or the threat oftheir being

56、 delisted,may materially and adversely affect the value of yourinvestment in the future.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm7/266Table of ContentsSee“Risk FactorsRisks

57、Related to Doing Business in HongKongWe maybecome subject to a variety of PRC laws and other regulations regarding data securityor securities offerings that are conducted overseas and/or other foreign investmentin China-based issuers,and any failure to comply with applicable laws andregulations coul

58、d have a material and adverse effect on our business,financialcondition and results of operations and may hinder our ability to offer or continueto offer Class A Shares to investors and cause the value of our Class A Shares tosignificantly decline or be worthless.”Our Class A Shares may be prohibite

59、d from being traded on a nationalexchange under the Holding Foreign Companies Accountable Act(the“HFCAAct”)if the Public Company Accounting Oversight Board(“PCAOB”)isunable to inspect the books of our auditors for two consecutiveyears.OnDecember29,2022,the Accelerating Holding Foreign Companies Acco

60、untableAct(the“AHFCA Act”)was enacted,which amended the HFCA Act byrequiring the Securities and Exchange Commission(the“SEC”)to prohibitan issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive yearsinstead of three.As a resul

61、t,the time period before our Companyssecurities may be prohibited from trading or delisted has been decreasedaccordingly.On December 29,2022,legislation entitled“ConsolidatedAppropriations Act,2023”(the“Consolidated Appropriations Act”)wassigned into law,which contained,among other things,an identic

62、alprovision to the AHFCA Act and amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchangesif its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.On December 16,2021,the PCAOBissued a report on its determin

63、ations that it was unable to inspect orinvestigate completely PCAOB-registered public accounting firmsheadquartered in mainland China and in Hong Kong,because of positionstaken by PRC authorities in those jurisdictions.The PCAOB made itsdeterminations pursuant to PCAOB Rule6100,which provides a fram

64、ework forhow the PCAOB fulfils its responsibilities under the HFCA Act.The reportfurther listed in its Appendix A and Appendix B,Registered PublicAccounting Firms Subject to the mainland China Determination and RegisteredPublic Accounting Firms Subject to the HongKong Determination,respectively.Our

65、auditor,Audit Alliance LLP is headquartered at 10 AnsonRoad,#20-16 International Plaza,Singapore 079903 and registered with thePCAOB.Our auditor is subject to laws in the United States(“U.S.”)pursuant to which the PCAOB conducts regular inspections to assess ourauditors compliance with the applicabl

66、e professional standards,with thelast inspection occurring on September 27,2024.In addition,our auditorsdid not appear as part of the PCAOBs report of determinations under thelists in Appendix A or Appendix B of the report issued by the PCAOB onDecember16,2021.On August26,2022,the CSRC,the Ministry

67、of Financeof the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms based in mainlandChina and Hong Kong and taking the first step toward opening access forthe PCAOB to inspect and investigate registered public accounting firmshea

68、dquartered in mainland China and HongKong.Pursuant to the Protocol,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transferinformation to the SEC.Our auditor,Audit Alliance LLP,has no auditorswork papers in Chin

69、a as of the date of this prospectus.On December 15,2022,the PCAOB announced that it was able to secure complete access toinspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and HongKong in 2022,and the PCAOB Boardvacated its previous determinations that th

70、e PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered inmainland China and HongKong.However,whether the PCAOB will continue tobe able to satisfactorily conduct inspections of PCAOB-registered publicaccounting firms headquartered in mainland China and

71、 HongKong is subjectto uncertainty and depends on a number of factors out of our,and ourauditors,control.On December 15,2022,the PCAOB determined that thePCAOB was able to secure complete access to inspect and investigateregistered public accounting firms headquartered in Mainland China and HongKong

72、 and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitatethe PCAOBs access in the future,the PCAOB will consider the need toissue a new determination.The PCAOB indicated it will act immediately toconsider the need to issu

73、e new determinations with the HFCA Act if needed.Notwithstanding the foregoing,in the event it is later determined that thePCAOB is unable to inspect or investigate completely our auditor,then such2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.go

74、v/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm8/266lack of inspection could cause our securities to be delisted from the stockexchange.The delisting of our Class A Shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.See“Risk

75、 FactorsRecent joint statement by the SEC and PCAOB,and theHFCA Act all call for additional and more stringent criteria to be appliedto emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.”We conduct substantia

76、lly all of our operations in Hong Kong through ourHongKong subsidiary,KMT.Accordingly,substantially all our cash and assets aredenominated in HKD.KMT is our operating subsidiary located in HongKong.As of thedate of this prospectus,our subsidiary has not experienced any difficulties or 2025/5/20 10:5

77、5sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm9/266Table of Contentslimitations on its ability to transfer cash;KMT does not maintain cash managementpolicies or procedures dictating the amount

78、 of such funding or how funds aretransferred.There can be no assurance that the Hong Kong government will notintervene or impose restrictions to prevent the cash maintained in HongKong frombeing transferred out or restrict the deployment of the cash into our business or forthe payment of dividends.S

79、ee“Risk FactorsWe are a holding company and ourability to pay dividends is primarily dependent upon the earnings of,anddistributions by,our HongKong subsidiary”,“Dividend Policy”,“Summary CombinedFinancial Data”,and“Combined Statements of Shareholders Equity in the Report ofIndependent Registered Pu

80、blic Accounting Firm for further details.”On March 31,2023,KMT paid a dividend of HK$1,500,000(equivalent toapproximately US$191,332)to the Controlling Shareholders.We may pay furtherdividends in the near future.See“Dividend Policy.”As we are a holding company,our ability to make dividend payments,i

81、f any,wouldbe contingent upon our receipt of funds from our operating subsidiary,KMT.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and,as such,will be subjectto reduced public company reporting requirements.See“ProspectusSummaryImplicatio

82、ns of Being an Emerging Growth Company and a ForeignPrivate Issuer”for additional information.Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete.Any representation t

83、o the contraryis a criminal offense.Investing in our Class A Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page16 of this prospectus to read about factors you shouldconsider before buying our Class A Shares.Per Share TotalIPO

84、price$Underwriting discounts and commissions(1)$Proceeds to us(before expenses)$_(1)We have agreed to pay American Trust Investment Services,Inc.,the representative of theunderwriters(the“Representative”),a discount equal to 7%of the gross proceeds of theoffering.This does not include a non-accounta

85、ble expense allowance of 1%of the grossproceeds of this offering payable to the Representative.Refer to“Underwriting”foradditional information regarding underwriting compensation.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the

86、Class A Shares if any such shares are taken.In addition,we have agreed to grant the underwriters an option for a period of30days after the closing of this offering to purchase up to 15%of the total numberof our Class A Shares to be offered by us pursuant to this offering(the“Overallotment Option”),s

87、olely for the purpose of covering overallotments,at theIPO price less the underwriting discount.If the underwriters exercise theOverallotment Option in full,the total underwriting discounts payable will be$*and the total proceeds to us,after underwriting discounts but before offeringexpenses,will be

88、 approximately$*.If we complete this offering,net proceeds willbe delivered to us on the closing date.The underwriters expect to deliver the Class A Shares to the purchasers againstpayment on or about*.No dealer,salesperson or any other person is authorized to give any informationto make any represe

89、ntations in connection with this offering other than thosecontained in this prospectus and,if given or made,the information orrepresentations must not be relied upon as having been authorized by us.American Trust Investment Services,Inc.The date of this prospectus is,2025.2025/5/20 10:55sec.gov/Arch

90、ives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm10/266 2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/

91、ea0223235-08.htm11/266Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 12SUMMARY COMBINED FINANCIAL DATA 14RISK FACTORS 16SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 47USE OF PROCEEDS 49DIVIDEND POLICY 50CAPITALIZATION 51DILUTION 52CORPORATE HISTORY AND STRUCTURE 53MANAG

92、EMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 55INDUSTRY 66BUSINESS 72REGULATIONS 80MANAGEMENT 83PRINCIPAL SHAREHOLDERS 90CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 91DESCRIPTION OF SHARES 93SHARES ELIGIBLE FOR FUTURE SALE 99MATERIAL TAX CONSIDERATIONS 101E

93、NFORCEABILITY OF CIVIL LIABILITIES 106UNDERWRITING 108EXPENSES RELATED TO THE OFFERING 114LEGAL MATTERS 115EXPERTS 115WHERE YOU CAN FIND ADDITIONAL INFORMATION 115INDEX TO COMBINED FINANCIAL STATEMENTS F-1Through and including*,2025(the 25th day after the date of thisprospectus),all dealers effectin

94、g transactions in these securities,whether or not participating in this offering,may be required to deliver aprospectus.This is in addition to a dealers obligation to deliver aprospectus when acting as an underwriter and with respect to an unsoldallotment or subscription.You should rely only on the

95、information contained in this prospectus and anyrelated free-writing prospectus that we authorize to be distributed to you.We havenot authorized any person,including any underwriter,to provide you with informationdifferent from that contained in this prospectus or any related free-writingprospectus

96、that we authorize to be distributed to you.This prospectus is not anoffer to sell,nor is it seeking an offer to buy,our Class A Shares in any state orjurisdiction where such offer or sale is not permitted.The information in thisprospectus speaks only as of the date of this prospectus unless the info

97、rmationspecifically indicates that another date applies,regardless of the time of deliveryof this prospectus or of any sale of the Class A Shares offered hereby.Our business,financial condition,results of operations and prospects may have changed since thatdate.We do not take any responsibility for,

98、nor do we provide any assurance as tothe reliability of,any information other than the information in this prospectus andany free writing prospectus prepared by us or on our behalf.Neither the delivery ofthis prospectus nor the sale of our Class A Shares means that information containedin this prosp

99、ectus is correct after the date of this prospectus.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm12/266You may lose all of your investment in our Class A Shares.If you areuncerta

100、in as to our business and operations or you are not prepared to loseall of your investment in our Class A Shares,we strongly urge you not topurchase any of our Class A Shares.We recommend that you consult legal,financial,tax,and other professional advisors or experts for furtherguidance before parti

101、cipating in the offering of our Class A Shares asfurther detailed in this prospectus.We do not recommend that you purchase our Class A Shares unless youhave prior experience with investments in capital markets,possess basicknowledge of the toy industry,and have received independent professionaladvic

102、e.i2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm13/266Table of ContentsMarket and Industry DataWe are responsible for the information contained in this prospectus and any freewr

103、iting prospectus we prepare or authorize.This prospectus includes statistical andother industry and market data that we obtained from industry and/or governmentpublications and research and studies conducted by third parties,as well estimatesby our management based on such data.The market data and e

104、stimates used in thisprospectus involve a number of assumptions and limitations,and you are cautioned notto give undue weight to such data and estimates.While we believe that theinformation from these industry and/or government publications and studies isreliable,the industry in which we operate is

105、subject to a high degree of uncertaintyand risk due to a variety of important factors,including those described in thesection titled“Risk Factors.”These and other factors could cause results to differmaterially from those expressed in the estimates made by the independent parties andby us.Trademarks

106、,Service Marks,and Trade NamesSolely for convenience,the trademarks,service marks,and trade names referredto in this prospectus are without the and symbols,but such references are notintended to indicate,in any way,that we will not assert,to the fullest extentunder applicable law,our rights or the r

107、ights of the applicable licensors to thesetrademarks,service marks and trade names.This prospectus contains additionaltrademarks,service marks,and trade names of others,which are the property of theirrespective owners.We do not intend our use or display of other companiestrademarks,service marks,or

108、trade names to imply a relationship with,orendorsement or sponsorship of us by,any other companies.Presentation of financial informationUnless otherwise indicated,all financial information contained in thisprospectus is prepared and presented in accordance with generally accepted accountingprinciple

109、s in the UnitedStates of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus havebeen subject to rounding adjustments.Accordingly,amounts,percentages and otherfigures shown as totals in certain tables or charts may not be the arithmeticaggregation of

110、 those that precede them,and amounts and figures expressed aspercentages in the text may not total 100%or,when aggregated,may not be thearithmetic aggregation of the percentages that precede them.Other Pertinent InformationUnless otherwise indicated or the context requires otherwise,references in th

111、isprospectus to:“$,”“US$,”or“U.S.dollars”refers to the lawful currency of theUnitedStates;“Acting in Concert Agreement”refers to the agreement entered into onDecember 2,2024 between Mr.Kwok Yiu Fai,Mr.Kwok Yiu Keung and Mr.KwokYiu Wah to consolidate their voting power pursuant to which they undertak

112、ethat following the completion of this offering,the controlling shareholdersshall act in concert in relation to all matters that require the decisionsof the shareholders of the Company.“Articles,”or“Articles of Association”are to the articles ofassociation of the Company filed on December 2,2024 and

113、 as amended,supplemented and/or otherwise modified from time to time;“Board”refers to the Board of directors of the Company;“BVI”refers to the British Virgin Islands;“Director(s)”refers to director(s)of the Company;“China”or the“PRC”refers to the Peoples Republic of China,for thepurposes of this pro

114、spectus,excluding Hong Kong,the Macau SpecialAdministrative Region of the PRC and Taiwan;“KMT”refers to K-Mark Technology Limited,a company incorporated inHong Kong with limited liability,and an direct wholly-owned operatingsubsidiary of the Company;“the Company,”or“our Company”,or“KTech”refers to K

115、-Tech SolutionsCompany Limited,a BVI business company incorporated in the BVI with limitedliability under the BCA on December 2,2024;2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.ht

116、m14/266“the Group,”or“our Group”refers to the Company and its subsidiaries;ii2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm15/266Table of Contents“BCA”refers to the BVI Business

117、Companies Act,Revised Edition 2020 ofthe BVI,as amended,supplemented or otherwise modified from time to time;“Controlling Shareholders”refers to Mr.Kwok Yiu Fai,Mr.Kwok Yiu Keungand Mr.Kwok Yiu Wah,who entered into Acting in Concert Agreement andcollectively beneficially own an aggregate of 16,500,0

118、00 Ordinary Sharesincluding 12,000,000 Class A Shares and 4,500,000 Class B Shares,being76.7%of our total issued and outstanding shares,representing 91.9%of thetotal voting power upon the completion of this offering,assuming theunderwriters do not exercise their over-allotment option.See“PrincipalSh

119、areholders”for more information;“Class A Shares”refers to the Class A ordinary shares with a par value ofUS$0.0001 each of KTech;“Class B Shares”refers to the Class B ordinary shares with a par value ofUS$0.0001 each of KTech;“CSRC”refers to China Securities Regulatory Commission of the PRC;“Exchang

120、eAct”refers to the US Securities ExchangeActof1934,asamended;“FY2023”refers to the financial year ended March31,2023;“FY2024”refers to the financial year ended March31,2024;“Group,”“our,”“us,”or“we”refers to the Company and itssubsidiary at the relevant time,and where the context so requires,inrespe

121、ct of the period prior to the Company becoming the holding company ofits present subsidiary,such subsidiary of the Company at the relevant time;“HK$,”“HKD,”or“HK dollars”refers to the lawful currency ofHongKong;“Hong Kong laws”refers to all applicable laws,statutes,rules,regulations,ordinances and o

122、ther pronouncements having the binding effectof law in HongKong from time to time;“HongKong”refers to the HongKong Special Administrative Region of thePRC;“Memorandum,”or“Memorandum of Association”are to the memorandum ofassociation of the Company filed on December 2,2024 and as amended,supplemented

123、 and/or otherwise modified from time to time;“Share(s),”or“Ordinary Share(s)”refer to the Class A Shares and ClassB Shares;“PCAOB”refers to Public Accounting Oversight Board;“SEC”refers to the UnitedStates Securities and Exchange Commission;and“Securities Act”refers to the U.S.Securities Actof1933,a

124、s amended.We are a holding company with operations primarily conducted in Hong Kongthrough our wholly-owned operating subsidiary KMT in Hong Kong.The reportingcurrency of KMT is HKD.This prospectus contains translations of certain foreigncurrency amounts into U.S.dollars for the convenience of the r

125、eader.Assets andliabilities are translated into U.S.dollars at the closing rate of exchange as ofthe balance sheet dates,the statement of income is translated using average rate ofexchange in effect during the reporting periods,and the equity accounts aretranslated at historical exchange rates.Unles

126、s otherwise noted,all translationsfrom HKD to U.S.dollars and from U.S.dollars to HKD in this prospectus werecalculated with reference to the table below.No representation is made that the HKDamounts could have been,or could be,converted,realized or settled into US$at suchrate,or at any other rate.Y

127、earEndedMarch31,2024 2023Year end HKD:US$exchange rate 7.82418 7.84967Year average HKD:US$exchange rate 7.82381 7.83978 Sixmonths endedSeptember30,2024 20232025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/00012139002

128、5045262/ea0223235-08.htm16/266Period end HKD:US$exchange rate 7.82979 7.77150Period average HKD:US$exchange rate 7.83151 7.80502iii2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm1

129、7/266Table of ContentsPROSPECTUS SUMMARYThis summary highlights selected information contained elsewhere in thisprospectus.Because it is only a summary,it does not contain all of theinformation you should consider before making your investment decision.Beforeinvesting in our Class A Shares,you shoul

130、d carefully read this entire prospectus,including our financial statements and the related notes thereto and theinformation set forth under including“Risk Factors,”“Summary ConsolidatedFinancial Data,”“Managements Discussion and Analysis of Financial Condition andResults of Operations,”and“Business.

131、”Unless the context otherwise requires,all references to“we,”“us,”“our,”“the Company”and similar designationsrefer to K-Tech Solutions Company Limited,a BVI company,and its wholly-ownedsubsidiary KMT.OverviewWe are principally engaged in the design,development,testing and sale of adiverse portfolio

132、of toy products ranging from simple plastic toy products to morecomplex electromechanical toy products.Our solution services span across theentire development stage of toy products from design,prototype testing,productionmanagement,quality control to after-sales services.We specialize in thedevelopm

133、ent of infant and pre-school educational toys and learning kits.Below is a summary of the Companys financial information for the yearsindicated:For thesixmonths endedSeptember30,2024 2023 US$US$Revenue$12,410,490$10,212,443Gross profit$1,611,850$1,209,863Net income$585,975$601,082 For theYears Ended

134、March31 2024 2023 US$US$Revenue$17,123,778$16,638,743Gross profit$2,174,522$1,568,524Net income$928,529$247,471For the six months ended September 30,2024 and 2023,our total revenueamounted to approximately US$12.4 million and US$10.2 million,respectively.Forthe years ended March 31,2024 and 2023,our

135、 total revenue amounted toapproximately US$17.1 million and US$16.6 million,respectively.We derive ourrevenue mainly from the design,development,testing and sales of a diverseportfolio of toy products.For detailed analysis and discussion of the Groups financial performance,please refer to the sectio

136、n headed“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”in this prospectus.Our Competitive StrengthsWe believe we have the following competitive strengths:Strong capability in product innovation and design;Solid customer base and established reputation;andStrong

137、back up of production facilities to ensure stable supply of qualityproductsFor more details,see“BusinessOur Competitive Strengths.”12025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm

138、18/266Table of ContentsOur Strategies and Future PlansOur business strategies and future plans for our expansion are as follows:Enhance research and development and design capabilities;Diversify our product offerings through continuous development of newproducts and global licensing strategy;andComm

139、ence manufacturing operations in Southeast Asian countries.For more details,see“BusinessOur Strategies and Future Plans.”Corporate History and StructureFor more details,see“Corporate History and Structure.”The following diagram illustrates our corporate and shareholding structure asof the date of th

140、e prospectus and upon completion of the offering(assuming noexercise of the over-allotment option):As of the date of this prospectusUpon completion of the offeringNote:On December 2,2024,Mr.Kwok Yiu Fai,Mr.Kwok Yiu Keung and Mr.Kwok Yiu Wahentered into an Acting in Concert Agreement pursuant to whic

141、h they undertake thatfollowing the completion of this offering,the controlling shareholders shall actin concert in relation to all matters that require the decisions of theshareholders of the Company.As a result of the Acting in Concert Agreement,ourControlling Shareholders will collectively control

142、 91.9%of the total voting powerupon the completion of this offering,assuming the underwriters do not exercisetheir over-allotment option.22025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-

143、08.htm19/266Table of ContentsOur principal operating subsidiary,KMT commenced operation in 2016 andprincipally engaged in the design,development,testing and sale of a diverseportfolio of toy products.Since the commencement of operation,KMT was whollyowned by three brothers namely Mr.Kwok Yiu Fai,Mr.

144、Kwok Yiu Keung and Mr.KwokYiu Wah.On December 2,2024,K-Tech Solutions Company Limited was incorporated underthe laws of the BVI,and was authorized to issue a maximum of 500,000,000 ordinaryshares of a single class with par value of US$0.0001 per share.A total of 30,000ordinary shares were issued and

145、 allotted to Mr.Kwok Yiu Fai,Mr.Kwok Yiu Keungand Mr.Kwok Yiu Wah.On December 20,2024,as part of the reorganization incontemplation of this offering,we completed a share swap transaction,pursuant towhich KTech acquired all the issued shares of KMT from Mr.Kwok Yiu Fai,Mr.KwokYiu Keung and Mr.Kwok Yi

146、u Wah by way of allotting and issuing an aggregate of19,470,000 ordinary shares to them.As a result,the Company total issued19,500,000 ordinary shares to them.On December 30,2024,our Controlling Shareholders sold a total of 3,000,000ordinary shares to five corporations,all of whom have no affiliatio

147、n with us.On May 15,2025,the Company passed a written resolution to re-designate andre-classify its existing authorized ordinary shares.Prior to the re-classificationexercise,the Company was authorized to issue a maximum of 500,000,000 ordinaryshares of a single class with a par value of US$0.0001 e

148、ach.Subsequent to the re-classification exercise,the Companys authorized shares were 500,000,000 ordinaryshares with a par value of US$0.0001 each comprising(a)495,500,000 Class A Shareswith a par value of US$0.0001 each;and(b)4,500,000 Class B Shares with a parvalue US$0.0001 each.On May 16,2025,th

149、e Company had 15,000,000 Class A Shares and 4,500,000 ClassB Shares,issued and outstanding,respectively.Holders of Class A Shares and ClassB Shares vote together as one class on all matters submitted to a vote by theshareholders at any general meeting of the Company and have the same rights exceptea

150、ch Class A Share is entitled to one(1)vote and each Class B Share is entitledto ten(10)votes.All such Class B Ordinary Shares are held by our ControllingShareholders.For a description of the reorganization primarily to facilitate our IPO in theU.S,see“Corporate History and StructureReorganization.”I

151、mmediately following this offering,our Controlling Shareholders will hold76.7%of our outstanding Shares or 91.9%of the total voting power of the Company,assuming 2,000,000 Class A Shares are issued in the offering and no exercise of theover-allotment option by the underwriters(or 75.7%of our outstan

152、ding Shares or91.5%of the total voting power if the underwriters exercise their over-allotmentoption).As a result of the Acting in Concert Agreement,our ControllingShareholders hold a majority of the voting power of KTech and we will be acontrolled company under the Nasdaq Capital Market corporate g

153、overnance rules.Formore details,see“Corporate History and Structure.”Transfers of Cash to and from Our SubsidiaryOn March 31,2023,KMT paid a dividend of HK$1,500,000(equivalent toapproximately US$191,352)to the Controlling Shareholders.KMT may continue todeclare or pay dividends in the foreseeable f

154、uture.Any future determinationrelated to our dividend policy will be made at the discretion of our board ofdirectors(the“Board”)after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the Board deems relevant,an

155、d subject to the restrictions containedin any future financing instruments.We are permitted under the laws of BVI to provide funding to our operatingsubsidiary in Hong Kong through loans and/or capital contributions withoutrestriction on the amount of the funds loaned or contributed.BVI.Subject to t

156、he BCA and our Memorandum and Articles of Association,ourBoard may authorize and declare a dividend to shareholders at such time and in suchamount as they think fit if they are satisfied,on reasonable grounds,thatimmediately following the dividend the value of our assets will exceed ourliabilities a

157、nd we will be able to pay our debts as they become due.There is nofurther BVI statutory restriction on the amount of funds which may be distributedby us as dividends.Hong Kong.Under Hong Kong law,a Hong Kong company may only make adistribution out of profits available for distribution.There are no r

158、estrictionsor limitations under the laws of HongKong imposed on the conversion of HK dollarsinto foreign currencies and the remittance of currencies out of HongKong,nor is2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049

159、187/000121390025045262/ea0223235-08.htm20/266there any restriction on foreign exchange to transfer cash between the Company andits subsidiary,across borders and to U.S.investors,nor are there anyrestrictions or limitations on distributing earnings from our business andsubsidiary to the Company and U

160、.S.investors.32025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm21/266Table of ContentsFor more information,see“Dividend Policy,”“Risk Factors”and“SummaryConsolidated Financial Data”

161、and“Consolidated Statements of ShareholdersEquity”in the audited financial statements as of and for the years endedMarch31,2024 and 2023 contained in this prospectus.Permission Required from HongKong AuthoritiesHong Kong is a special administrative region of the PRC,having its owngovernmental and le

162、gal system that is separate from mainland China and,as aresult,Hong Kong has its own distinct rules and regulations.Our operatingsubsidiary,KMT is incorporated and operating in HongKong.We have been advised byCLKW Lawyers LLP,our HongKong counsel,that based on its understanding of thecurrent HongKon

163、g laws,as of the date of this prospectus,we,including KMT,havereceived and obtained all requisite licenses,certificates,authorizations,permissions or approvals from relevant Hong Kong authorities to operate ourbusiness,including but not limited to obtaining a relevant certificate ofincorporation and

164、 business license,and that we,including KMT are not required toobtain any permission or approval from HongKong authorities to offer the Class AShares of the Company to foreign investors.However,we have been advised by CLKWLawyers LLP that uncertainties still exist due to the possibility that laws,re

165、gulations,or policies in HongKong could change rapidly in the future.Shouldthere be any change in applicable laws,regulations,or interpretations,and we orany of our subsidiary are required to obtain such permissions or approvals in thefuture,we will strive to comply with the then applicable laws,reg

166、ulations,orinterpretations.In the event that we,including KMT,(i)do not receive or fail tomaintain such permissions or approvals in the future,(ii)inadvertently concludethat relevant licenses,certificates,authorizations,permissions or approvals werenot required,or(iii)are required to obtain such lic

167、enses,certificates,authorizations,permissions or approvals in the future following applicable laws,regulations,or interpretation changes,any action taken by the Hong Konggovernment could significantly limit or completely hinder our operations and ourability to offer or continue to offer securities t

168、o investors and could cause thevalue of our securities to significantly decline or be worthless.For a moredetailed discussion of the risks related to doing business in HongKong,see“RiskFactorsRisks Related to Doing Business in HongKong”at pages16 through 27of this prospectus.Summary of Risk FactorsI

169、nvesting in our Class A Shares involves significant risks.You shouldcarefully consider the risks described in“Risk Factors”before making a decisionto invest in our Class A Shares.If any of these risks actually occurs,ourbusiness,financial condition or results of operations could be materially andadv

170、ersely affected.In such case,the trading price of our Class A Shares wouldlikely decline,their liquidity could drop significantly and you may lose all orpart of your investment.The following is a summary of some of the principal riskswe face:Risks Related to Doing Business in HongKongAlthough the au

171、dit report included in this prospectus is prepared byU.S.auditors who are currently inspected by the PCAOB,there is noguarantee that future audit reports will be issued by auditors inspectedby the PCAOB and,as such,in the future investors may be deprived of thebenefits of such inspection.Furthermore

172、,trading in our securities may beprohibited under the HFCA Act if the SEC subsequently determines our auditwork is performed by auditors that the PCAOB is unable to inspect orinvestigate completely and,as a result,U.S.national securitiesexchanges,such as the NASDAQ Capital Market,may determine to de

173、list oursecurities.Furthermore,on December29,2022 the AHFCA Act was enacted,which amended the HFCA Act by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutiveyears instead of three,and thus,re

174、duced the time before our Class A Shares may be prohibitedfrom trading or delisted.For a more detailed discussion of this riskfactor,see page16 of this prospectus.Recent joint statement by the SEC and PCAOB,and the HFCA Act all call foradditional and more stringent criteria to be applied to emerging

175、 marketcompanies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who are not inspected by the PCAOB.For a moredetailed discussion of this risk factor,see page18 of this prospectus.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm

176、https:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm22/266We are a holding company and our ability to pay dividends is primarilydependent upon the earnings of,and distributions by,our Hong Kongsubsidiary.For a more detailed discussion of this risk factor,seepage20 of th

177、is prospectus.42025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm23/266Table of ContentsA downturn in the HongKong or global economy,or a change in economicand political policies of

178、the PRC,could materially and adversely affectour HongKong operating subsidiarys business and financial condition.For a more detailed discussion of this risk factor,see page20 of thisprospectus.Substantially all of our operations are in HongKong.However,due to thelong arm provisions under the current

179、 PRC laws and regulations,theChinese government may exercise significant oversight and discretion overthe conduct of our business and may intervene in or influence ouroperations at any time,which could result in a material change in ouroperations and/or the value of our Class A Shares.The enforcemen

180、t of lawsand that rules and regulations in China can change quickly with littleadvance notice.The Chinese government may intervene or influence ouroperating subsidiarys operations at any time,or may exert more controlover securities offerings conducted overseas and/or foreign investment inHongKong-b

181、ased issuers.For instance,PRC domestic companies that seekto offer or list securities overseas,both directly and indirectly,arecurrently required to complete filing procedures with the CSRC pursuant tothe requirements of the Trial Measures within three working daysfollowing their submission of IPOs

182、or listing applications.Although webelieve that we are not regarded as a PRC domestic company becausesubstantially all of our operations are in Hong Kong,it is uncertainwhether the Chinese government will adopt additional requirements orextend the existing requirements to apply to us.We could be sub

183、ject toapproval or review of Chinese regulatory authorities to pursue thisoffering.Any future action by the PRC government expanding the categoriesof industries and companies whose foreign securities offerings are subjectto review by the CSRC could significantly limit or completely hinder ourability

184、 to offer or continue to offer securities to investors and couldcause the value of such securities to significantly decline or beworthless.For a more detailed discussion of this risk factor,seepage20 of this prospectus.It may be difficult for overseas and/or regulators to conductinvestigations or co

185、llect evidence within the territory of China,including HongKong.For a more detailed discussion of this risk factor,see page21 of this prospectus.Although we are based in HongKong,if we should become subject to therecent scrutiny,criticism and negative publicity involving U.S.-listedChina-based compa

186、nies,we may have to expend significant resources toinvestigate and/or defend the allegations,which could harm our HongKongoperating subsidiarys business operations,this offering and ourreputation,and could result in a loss of your investment in our Class AShares if such allegations cannot be address

187、ed and resolved favorably.Fora more detailed discussion of this risk factor,see page 22 of thisprospectus.Adverse regulatory developments in China may subject us to additionalregulatory review,and additional disclosure requirements and regulatoryscrutiny to be adopted by the SEC in response to risks

188、 related to recentregulatory developments in China may impose additional compliancerequirements for companies like us with HongKong-based operations,allof which could increase our compliance costs and subject us to additionaldisclosure requirements.For a more detailed discussion of this riskfactor,s

189、ee page22 of this prospectus.There are political risks associated with conducting business inHong Kong.For a more detailed discussion of this risk factor,seepage23 of this prospectus.We may become subject to a variety of PRC laws and other regulationsregarding data security or securities offerings t

190、hat are conductedoverseas and/or other foreign investment in China-based issuers,and anyfailure to comply with applicable laws and regulations could have amaterial and adverse effect on our business,financial condition andresults of operations and may hinder our ability to offer or continue tooffer

191、Class A Shares to investors and cause the value of our Class AShares to significantly decline or be worthless.For a more detaileddiscussion of this risk factor,see page23 of this prospectus.Fluctuations in exchange rates could have a material adverse effect on ourresults of operations and the price

192、of our Class A Shares.For a moredetailed discussion of this risk factor,see page25 of this prospectus.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm24/266The enforcement of laws

193、and rules and regulations in China can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kong can change quickly with little or no advance notice.As aresult,the Hong Kong legal system embodies uncertai

194、nties that couldlimit the availability of legal protections,which could result in amaterial change in our operations and/or the value of our Class A Shares.For a more detailed discussion of this risk factor,see page26 of thisprospectus.52025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025

195、045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm25/266Table of ContentsYou may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in HongKong against usor our management named in this

196、prospectus based on HongKong laws.For amore detailed discussion of this risk factor,see page 26 of thisprospectus.Certain judgments obtained against us by our shareholders may not beenforceable.For a more detailed discussion of this risk factor,seepage26 of this prospectus.Changes in international t

197、rade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in HongKongwhere our operation is located.For a more detailed discussion of thisrisk factor,see page27 of this prospectus.Risks Related to Our BusinessOur business is subject to a number of risks,includin

198、g risks that may preventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows and prospects.These risks,which can be found beginning on page27 of this prospectus,include,but are not limited to,the following:O

199、ur international footprint exposes us to a variety of operational risks.We may fail to anticipate and respond to changes in consumer preferenceand market trend in a timely manner.We specialize in the design,development and sale of high quality infantand pre-school educational toys and learning kits.

200、If the demand foreducational toys does not achieve anticipated growth or even decrease,ourbusiness and results of operation would be materially and adverselyaffected.We generally do not enter into long-term contracts with our customers andpurchase order we receive may fluctuate from period to period

201、.Developments adverse to our major customers could have an adverse effecton usFluctuation in foreign currencies could have an impact on our salesOur business is dependent on the strength of our design capability andproduct quality,and market perception of our reputation.If we fail tomaintain and enh

202、ance our reputation,our business,results of operationand prospects may be materially and adversely affected.Any changes to international trade regulations,quotas,tariffs and dutiesmay affect prices of and demand for our productsWe are exposed to risks relating to our suppliers that manufacture ourpr

203、oducts,and we may not be able to successfully establish and operatemanufacturing operations.We rely on a limited number of third-party suppliers to manufacture ourtoy products,and we have limited control over them and may not be able toobtain quality products on a timely basis or in sufficient quant

204、ity.We are subject to the risk of increase in inventories and inventoryturnoverdays and a sudden decrease in market demand for our products maylead to obsolete inventoriesOur cash flows may deteriorate due to potential mismatch in time betweenreceipt of payments from our customers and payments to ou

205、r suppliers,which could adversely affect our business,financial condition and resultsof operation.Fluctuations in prices of raw materials could negatively impact theproduction cost of finished products.The suppliers may transfer anyincrease in cost of production to us by increasing the unit price of

206、finished products purchased by us.If we are unable to transfer such coststo our customers by raising the selling price,our operations andprofitability may be adversely affectedOur sales may be affected by seasonality.We may face possible claims over our products which may be defective2025/5/20 10:55

207、sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm26/26662025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/0001213

208、90025045262/ea0223235-08.htm27/266Table of ContentsOur business,financial condition and results of operations may beadversely impacted by product defects or other quality issues.Failure to attract and retain key management and technical staff mayhinder our business prospectsWe depend on third-party

209、providers and suppliers for raw materials,components and finished products.Any failure or interruption in productsor services provided by these third parties could harm our ability tooperate our business.We have a customer concentration,with a limited number of customersaccounting for a significant

210、portion of our total revenue.If we areunable to retain a broad group of existing customers,lose one or moresignificant customers,or fail to attract new customers,our results ofoperations could suffer.Complaints from our clients may affect our reputation and our ability toretain our existing clients

211、and secure new clients.Any negative publicity,allegations,complaints or claims made against usmay adversely affect our reputation,business,financial position,resultsof operations and price of our Class A Shares.Our insurance coverage may not be sufficient to cover all losses orpotential claims from

212、our clients which losses could affect our business,financial condition and results of operations.We are affected by the macroeconomic,political,regulatory,social andother factors beyond our control mainly in HongKong.We are exposed to credit risks of our customers.Our management team lacks experienc

213、e in managing a U.S.public companyand complying with laws applicable to such company,the failure of whichmay adversely affect our business,financial condition and results ofoperations.We may be subject to litigation,claims or other disputes.We are dependent on external financing to support our busin

214、ess growth.We may default on our obligations under our credit facilities.We are exposed to risks of infringement of our intellectual propertyrights and the unauthorized use of our trademarks by third parties.Our lack of effective internal controls over financial reporting mayaffect our ability to ac

215、curately report our financial results or preventfraud.We may make acquisitions which could divert the attention of managementand which may not be integrated successfully into our existing business.Risks Related to our Corporate StructureWe are incorporated under the laws of the BVI and conduct subst

216、antiallyall of our operations,and all of our directors and executive officersreside,outside of the U.S.You may face difficulties in protecting yourinterests,and your ability to protect your rights through U.S.courtsmay be limited.Our dual-class voting structure will limit your ability to influenceco

217、rporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our Class A Shares may view asbeneficial.We cannot predict the effect our dual-class structure may have on themarket price of our Class A Shares.The future sales of Class A Shares by existing

218、shareholders may adverselyaffect the market price of our Class A Shares.72025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm28/266Table of ContentsRisks Related to our Class A SharesI

219、n addition to the risks described above,we are subject to general risks anduncertainties relating to our Class A Shares and this offering.For a more detaileddiscussion of the risks related to our Class A Shares,see the risk factorsbeginning on page38 of the prospectus,including but not limited to th

220、e following:There has been no public market for our Class A Shares prior to thisoffering;if an active trading market does not develop you may not be ableto resell our Class A Shares at any reasonable price.Our Class A Shares price may never trade at or above the price in thisoffering.The IPO price f

221、or our Class A Shares may not reflect their actual value.Our Class A Share price may be volatile,and you may lose all or part ofyour investment.Such rapid and substantial price volatility,includingany stock run-up,may be unrelated to our actual or expected operatingperformance and financial conditio

222、n or prospects,making it difficult forprospective investors to assess the rapidly changing value of our Class AShares.Volatility in our Class A Share price may subject us to securitieslitigation.Our Class A Shares are expected to initially trade under$5.00 per Shareand thus would be known as a penny

223、 stock.Trading in penny stocks hascertain restrictions and these restrictions could negatively affect theprice and liquidity of our Class A Shares.If we fail to meet applicable listing requirements,Nasdaq Capital Marketmay delist our Class A Shares from trading,in which case the liquidityand market

224、price of our Class A Shares could decline.Certain recent IPOs of companies with public floats comparable to ouranticipated public float have experienced extreme volatility that wasseemingly unrelated to the underlying performance of the respectivecompany.We may experience similar volatility,which ma

225、y make it difficultfor prospective investors to assess the value of our Class A Shares.If you purchase our Class A Shares in this offering,you will incurimmediate and substantial dilution in the book value of your Class AShares.Our Controlling Shareholders have significant voting power and may takea

226、ctions that may not be in the best interests of our other shareholders.Nasdaq Capital Market may apply additional and more stringent criteria forour initial and continued listing because we plan to have a small publicoffering and our insiders will hold a large portion of our listedsecurities.Securit

227、ies analysts may not publish favorable research or reports aboutour business or may publish no information at all,which could cause ourClass A Share price or trading volume to decline.Investors may have difficulty enforcing judgments against us,ourdirectors and management.The laws of the BVI relatin

228、g to the protection of the interest of minorityshareholders are different from those in the U.S.Our status as a“foreign private issuer”under the SEC rules will exemptus from the U.S.proxy rules and the more detailed and frequentExchangeAct,reporting obligations applicable to a U.S.domestic publiccom

229、pany.Our status as a foreign private issuer under the Nasdaq Capital MarketCompany Guide will allow us to adopt certain home country practices inrelation to corporate governance matters which may differ significantlyfrom the Nasdaq Capital Market corporate governance listing standardsapplicable to a

230、 U.S.domestic Nasdaq Capital Market listed company.We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses.2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2

231、049187/000121390025045262/ea0223235-08.htm29/26682025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm30/266Table of ContentsWe will incur increased costs as a result of being a public

232、company.Our status as an“emerging growth company”under the JOBS Act may makeit more difficult to raise capital as and when we need it.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”We may allocate the net proc

233、eeds from this offering in ways that differfrom the estimates discussed in the section titled“Use of Proceeds”andwith which you may not agree.We may be classified as a passive foreign investment company,or PFIC,forU.S.federal income tax purposes for the current taxable year,whichcould result in adve

234、rse U.S.federal income tax consequences forU.S.Holders of our Class A Shares.Implications of the HFCA ActOur auditor is required by the laws of the U.S.to undergo regular inspectionsby the PCAOB.If our securities become listed on a national exchange or quoted onthe over-the-counter market,trading in

235、 our securities may be prohibited under theHFCA Act,and our securities may be subject to delisting if the PCAOB cannotinspect or completely investigate our auditor.On June22,2021,the U.S.Senatepassed the AFHCA Act and on December29,2022,the Consolidated Appropriations Actwas signed into law,which co

236、ntained,among other things,an identical provision toAHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutiveyears instead of three,thus reducing thetime befor

237、e your securities may be prohibited from trading or delisted.The auditorof the Company,Audit Alliance LLP is headquartered at 10 Anson Road,#20-16International Plaza,Singapore 079903 and is not among the auditor firms listed onthe determination list issued by the PCAOB,which notes all of the auditor

238、 firmsthat the PCAOB is not able to inspect.Our securities may be delisted or prohibited from trading if the PCAOBdetermines that it cannot inspect or investigate completely our auditor under theHFCA Act.See“Risk Factors Risks Related to Doing Business inHongKongRecent joint statement by the SEC and

239、 PCAOB,and the HFCA Act allcall for additional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.”Corporate InformationOur principal executive office is located a

240、t Unit A,7/F,Mai On IndustrialBuilding,17-21 Kung Yip Street,Kwai Chung,New Territories,HongKong and ourtelephone number at this address is+852 2741 3165.Our registered office in theBVI is located at Craigmuir Chambers,Road Town,Tortola,VG1110,BVI.We maintaina website at https:/www.k-mark.tech/.We d

241、o not incorporate the information on ourwebsite into this prospectus and the information contained therein or connectedthereto shall not be deemed to be part of this prospectus or the registrationstatement.Our agent for service of process in the U.S.is Cogency Global Inc.,located at 122 East 42nd St

242、reet,18th Floor NewYork,NY10168.Implications of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our most recentlycompleted fiscal year,we qualify as an“emerging growth company”as defined inSection 2(a)of the Securities Act,as mod

243、ified by the Jumpstart Our BusinessStartups Act(the“JOBS Act”).As an emerging growth company,we may takeadvantage of certain reduced disclosure and requirements that are otherwiseapplicable generally to U.S.public companies that are not emerging growthcompanies.These provisions include:the option to

244、 include in an IPO registration statement only twoyears ofaudited financial statements and selected financial data and onlytwoyears of related disclosure;reduced executive compensation disclosure;and92025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec

245、.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm31/266Table of Contentsan exemption from the auditor attestation requirements of Section404 ofthe Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”)in theassessment of our ICFR.The JOBS Act also permits an emerging growth company,s

246、uch as us,to delayadopting new or revised accounting standards until such time as those standards areapplicable to private companies.We have not elected to“opt out”of thisprovision,which means that when a standard is issued or revised and it hasdifferent application dates for public or private compa

247、nies,we will have thediscretion to adopt the new or revised standard at the time private companies adoptthe new or revised standard and our discretion will remain until such time that weeither(i)irrevocably elect to“opt out”of such extended transition period or(ii)no longer qualify as an emerging gr

248、owth company.We will remain an emerging growth company until the earliest of:the lastday of our fiscal year during which we have total annual revenueof at least$1.235billion;the lastday of our fiscal year following the fifth anniversary of theclosing of this offering;the date on which we have,during

249、 the previous three-year period,issuedmore than$1.0billion in non-convertible debt securities;orthe date on which we are deemed to be a“large accelerated filer”underthe ExchangeAct,which,among other things,would occur if the marketvalue of our Class A Shares that are held by non-affiliates exceeds$7

250、00million as of the last businessday of our most recently completedsecond fiscal quarter.We have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained herein may be less than the information youreceive from other public companies.In addition,upon

251、closing of this offering,we will report under theExchangeAct as a“foreign private issuer.”As a foreign private issuer,we maytake advantage of certain provisions under the Nasdaq Capital Market Company Guidethat allow us to follow BVI law for certain corporate governance matters.Evenafter we no longe

252、r qualify as an emerging growth company,as long as we qualify asa foreign private issuer under the ExchangeAct,we will be exempt from certainprovisions of the Exchange Act that are applicable to U.S.domestic publiccompanies,including:the sections of the ExchangeAct regulating the solicitation of pro

253、xies,consents,or authorizations in respect of a security registered under theExchangeAct;the sections of the Exchange Act requiring insiders to file publicreports of their share ownership and trading activities and liability forinsiders who profit from trades made in a short period of time;the rules

254、 under the ExchangeAct requiring the filing with the SEC ofquarterly reports on Form10-Q containing unaudited financial and otherspecified information,or current reports on Form 8-K,upon theoccurrence of specified significant events;andRegulationFair Disclosure(“RegulationFD”),which regulates select

255、ivedisclosures of material information by issuers.We will file with the SEC,within fourmonths after the end of each fiscalyear(or as otherwise required by the SEC),an annual report on Form 20-Fcontaining financial statements audited by an independent registered publicaccounting firm.We may take adva

256、ntage of these exemptions until such time as we are no longer aforeign private issuer.We are required to determine our status as a foreignprivate issuer on an annual basis at the end of our second fiscal quarter.We wouldcease to be a foreign private issuer at such time as more than 50%of ouroutstand

257、ing voting securities are held by U.S.residents and any of the followingthree circumstances apply:the majority of our executive officers or directors are U.S.citizens orresidents;more than 50%of our assets are located in the U.S.;or2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/00012139002504526

258、2/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm32/266our business is administered principally in the U.S.102025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/0001213

259、90025045262/ea0223235-08.htm33/266Table of ContentsBoth foreign private issuers and emerging growth companies are also exempt fromcertain of the more extensive SEC executive compensation disclosure rules.Therefore,if we no longer qualify as an emerging growth company but remain aforeign private issu

260、er,we will continue to be exempt from such rules and willcontinue to be permitted to follow our home country practice as to the disclosureof such matters.Implication of Being a Controlled CompanyControlled companies are exempt from the majority of independent directorrequirements.Controlled companie

261、s are subject to an exemption from Nasdaqstandards requiring that the Board of a listed company consist of a majority ofindependent directors within one year of the listing date.Public Companies that qualify as a“Controlled Company”with securitieslisted on the Nasdaq Stock Market(Nasdaq),must comply

262、 with the exchangescontinued listing standards to maintain their listings.Nasdaq has adoptedqualitative listing standards.Companies that do not comply with these corporategovernance requirements may lose their listing status.Under the Nasdaq rules,a“controlled company”is a company with more than 50%

263、of its voting power held by asingle person,entity or group.Under Nasdaq rules,a controlled company is exemptfrom certain corporate governance requirements including:the requirement that a majority of the Board of directors consist ofindependent directors;the requirement that a listed company have a

264、nominating and governancecommittee that is composed entirely of independent directors with awritten charter addressing the committees purpose and responsibilities;the requirement that a listed company have a compensation committee thatis composed entirely of independent directors with a written char

265、teraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgovernance committee and compensation committee.Controlled companies must still comply with the exchanges other corporategovernance standards.These include having an

266、 audit committee and the specialmeetings of independent or non-management directors.Upon the completion of this offering,the outstanding shares of the Companywill consist of 21,500,000 Ordinary Shares which consist of 17,000,000 Class AShares and 4,500,000 Class B Shares,assuming the underwriter doe

267、s not exercise itsoverallotment option to purchase additional Class A Shares.On December 2,2024,Mr.Kwok Yiu Fai,Mr.Kwok Yiu Keung and Mr.Kwok Yiu Wah entered into an Acting inConcert Agreement pursuant to which they undertake that following the completion ofthis offering,the controlling shareholders

268、 shall act in concert in relation to allmatters that require the decisions of the shareholders of the Company.As a resultof the Acting in Concert Agreement,our Controlling Shareholders will collectivelyown 76.7%of our total issued and outstanding Ordinary Shares or control 91.9%ofthe total voting po

269、wer upon the completion of this offering,assuming theunderwriters do not exercise their over-allotment option.As a result of the Actingin Concert Agreement,our Controlling Shareholders hold a majority of the votingpower of KTech and therefore will be able to exert significant control over ourmanagem

270、ent and affairs requiring shareholder approval,including approval ofsignificant corporate transactions.This concentration of ownership may not be inthe best interests of all of our shareholders.As a“controlled company,”we arepermitted to elect not to comply with certain corporate governance requirem

271、ents.Wedo not plan to rely on these exemptions,but we may elect to do so after wecomplete the offering.112025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm34/266Table of ContentsTHE

272、OFFERINGClass A Shares being offered byus 2,000,000 Class A Shares(or 2,300,000 Class AShares if the underwriters exercise theiroverallotment option to purchase additional ClassA Shares in full).Number of Shares outstandingprior to this offering 15,000,000 Class A Shares and 4,500,000 Class BSharesN

273、umber of Shares issued andoutstanding after this offering 17,000,000 Class A Shares(or 17,300,000 Class AShares if the underwriters exercise theiroverallotment option to purchase additional ClassA Shares in full)and 4,500,000 Class B Shares.Initial offering price$per Class A Share.Option to purchase

274、 additionalClass A Shares We granted the underwriters an over-allotmentoption to purchase up to 300,000 additional ClassA Shares from us within 45 days of the date ofthis prospectus.Representatives warrants We agree to grant the Representative warrants(the“Representative Warrants”)up to a totalof 11

275、5,000 Class A Shares(equal to 5%of theaggregate number of Class A Shares sold in theoffering,including Class A Shares issuedpursuant to the exercise of the over-allotmentoption)at a price equal to 120%of the price ofour Class A Shares offered hereby,for nominalconsideration.Voting Rights Class A Sha

276、res are entitled to one(1)vote pershare.Class B Shares are entitled to ten(10)votes pershare.Holders of Class A Shares and Class B Shares willvote together as a single class,unless otherwiserequired by law or our Memorandum and Articles ofAssociation.The holders of our Class B Shareswill hold approx

277、imately 91.9%of the total votesfor our issued and outstanding Shares including19.4%of the total votes from their Class AShares and 72.6%of the total votes from theirClass B Shares,following the completion of thisOffering,assuming no exercise of theunderwriters over-allotment option,and willhave the

278、ability to control the outcome ofmatters submitted to our shareholders forapproval,including the election of our directorsand the approval of any change in controltransaction.See the sections titled“PrincipalShareholders”and“Description of Shares”foradditional information.Lock-up We,each of our dire

279、ctors,officers and 5%orgreater shareholders agree with the underwritersnot to sell,transfer or dispose of,directly orindirectly,any of our common stock or securitiesconvertible into or exercisable or exchangeablefor our Ordinary Shares for 180days after thedate of this prospectus.See“Shares Eligible

280、for Future Sale”and“Underwriting”for moreinformation.Use of proceeds We estimate we will receive net proceeds fromthis offering of approximately$*,orapproximately$*if the underwriters exercisetheir option to purchase additional Class A2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/00012139002504

281、5262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm35/266Shares in full,based on an assumed IPO price of$*per Class A Share,which is the price setforth on the cover page of this prospectus,afterdeducting the estimated underwriting discountsand comm

282、issions payable by us.122025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm36/266Table of Contents We intend to use the net proceeds from thisoffering as follows:approximately 60%for

283、potential investmentsand/or acquisition of a factory in Vietnamand/or other South East Asian countries;approximately 15%for expansion andrecruitment of product designers andengineers;approximately 10%to obtain licensed rightsfrom internationally renowned intellectualproperties licensors for co-brand

284、edproducts;and remaining 15%for general administrationand working capital.See“Use of Proceeds”for more information.Indemnification escrow Net proceeds of this offering in the amount of$300,000 shall be used to fund an escrow accountfor a period of 12 months following the closingdate of this offering

285、,which account shall beused for indemnification purposes by the Companyfor the benefit of the underwriters.See“Underwriting”for more information.Risk factors See“Risk Factors”and other informationincluded in this prospectus for a discussion ofrisks you should carefully consider beforedeciding to inv

286、est in our Class A Shares.Listing We applied to list our Class A Shares on theNasdaq Capital Market under the symbol“KMRK.”At this time,Nasdaq Capital Market has not yetapproved our application to list our Class AShares.The closing of this offering isconditioned upon Nasdaqs final approval of ourlis

287、ting application.However,there is noassurance this offering will be closed and ourClass A Shares will be traded on the NasdaqCapital Market.If the Nasdaq Capital Market doesnot approve our listing application this IPO willbe terminated.Transfer agent VStock Transfer,LLC.The transfer agent andregistr

288、ars address is 18 Lafayette Place,Woodmere,NewYork 11598.Unless otherwise indicated,all information in this prospectus assumes or giveseffect to:no exercise by the underwriters of their overallotment option to purchaseup to 300,000 additional Class A Shares from us;andthe adoption of our amended and

289、 restated Articles,which is effective onMay 16,2025.132025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm37/266Table of ContentsSUMMARY COMBINED FINANCIAL DATAThe following summary co

290、mbined statements of cash flows and statements ofoperations and comprehensive income for the six months ended September 30,2024 and2023 and for theyears ended March31,2024 and 2023,and combined balance sheetsdata as of March 31,2024 and 2023 were derived from our combined financialstatements(“CFS”)i

291、ncluded elsewhere in this prospectus.Our CFS are prepared andpresented in accordance with U.S.GAAP.Our historical results are not necessarilyindicative of the results that may be expected for any future period.The followingsummary combined financial data should be read in conjunction with“Management

292、sDiscussion and Analysis of Financial Condition and Results of Operations”and ourCFS included elsewhere in this prospectus.Below is the Companys summary combined statements of cash flows data forthesixmonths indicated:For the sixmonths endedSeptember30,2024(Unaudited)2023(Unaudited)US$US$Net cash pr

293、ovided by operating activities 37,755 3,457,359Net cash provided by investing activities 53,285 15,720Net cash provided by financing activities 144,580 327,290Effect of foreign exchange rate on cash 14,072 1,228Net increase(decrease)in cash and cash equivalents 249,692 3,801,597Below is the Companys

294、 summary combined statements of cash flows data fortheyears indicated:For the Year EndedMarch31 2024(Audited)2023(Audited)US$US$Net cash provided by(used in)operating activities 5,440,648(229,783)Net cash provided by(used in)investing activities 66,403(89,799)Net cash used in financing activities(2,

295、466,070)(520,085)Effect of foreign exchange rate on cash 7,477(8,247)Net increase(decrease)in cash and cash equivalents 3,048,458(847,914)Below is the Companys summary combined balance sheet data as at the dateindicated:As ofMarch31,2024 As ofSeptember30,2024 US$US$(Audited)(Unaudited)Total assets 7

296、,331,405 9,571,507Total liabilities(5,050,429)(6,686,542)Total shareholders equity 2,280,976 2,884,965Below is the Companys summary combined balance sheet data as at the dateindicated:As of March31 2024 2023 US$US$2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm

297、https:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm38/266Total assets 7,331,405 5,130,592Total liabilities(5,050,429)(3,782,511)Total shareholders equity 2,280,976 1,348,081142025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/w

298、ww.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm39/266Table of ContentsBelow is the Companys summary combined statements of operations andcomprehensive income for theperiod ended:For the sixmonths endedSeptember30,2024 2023 US$US$Revenue 12,410,490 10,212,443Cost of revenue

299、(10,798,640)(9,002,580)Gross profit 1,611,850 1,209,863Total operating expenses(979,410)(618,118)Total other income,net 33,019 99,317Income tax expense(79,484)(89,980)Net income 585,975 601,082Other comprehensive income 18,014 3,556Total comprehensive income 603,989 604,638Below is the Companys summ

300、ary combined statements of operations andcomprehensive income for theyears ended:For the Year EndedMarch31 2024 2023 US$US$Revenue 17,123,778 16,638,743Cost of revenue(14,949,256)(15,070,219)Gross profit 2,174,522 1,568,524Total operating expenses(1,301,930)(1,326,117)Total other income,net 200,584

301、20,391Income tax expense(144,647)(15,327)Net income 928,529 247,471Other comprehensive income(expense)4,378(3,866)Total comprehensive income 932,907 243,605152025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390

302、025045262/ea0223235-08.htm40/266Table of ContentsRISK FACTORSInvesting in our Class A Shares is highly speculative and involves a significantdegree of risk.You should carefully consider the following risks,as well as otherinformation contained in this prospectus,before making an investment in our Co

303、mpany.To the best of our Directors knowledge and belief,the risk factors that arematerial to investors in making an informed judgment have been set out below.Therisks discussed below could materially and adversely affect our business,prospects,financial condition,results of operations,cash flows,abi

304、lity to pay dividends andthe trading price of our Class A Shares.Additional risks and uncertainties notcurrently known to us or that we currently deem to be immaterial may also materiallyand adversely affect our business,prospects,financial condition,results ofoperations,cash flows and ability to pa

305、y dividends,and you may lose all or part ofyour investment.This prospectus also contains forward-lookingstatements having direct and/orindirect implications on our future performance.Our actual results could differmaterially from those anticipated in these forward-lookingstatements as a result ofcer

306、tain factors,including the risks and uncertainties faced by us described belowand elsewhere in this prospectus.Risks Related to Doing Business inHongKongAlthough the audit report included in this prospectus is prepared byU.S.auditors who are currently inspected by the PCAOB,there is noguarantee that

307、 future audit reports will be issued by auditors inspected bythe PCAOB and,as such,in the future investors may be deprived of thebenefits of such inspection.Furthermore,trading in our securities may beprohibited under the HFCA Act if the SEC subsequently determines our auditwork is performed by audi

308、tors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securitiesexchanges,such as the NASDAQ Capital Market,may determine to delist oursecurities.Furthermore,on December29,2022 the AHFCA Act was enacted,which amended the HFCA Act by requiring the SEC to prohi

309、bit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutiveyears instead of three,and thus,reduced the time before our Class A Shares may be prohibited fromtrading or delisted.The audit report included in this prospectus was

310、issued by Audit Alliance LLP,aSingapore.-based accounting firm that is registered with the PCAOB and can beinspected by the PCAOB.We have no intention of dismissing Audit Alliance LLP in thefuture or of engaging any auditor not subject to regular inspection by thePCAOB.There is no guarantee,however,

311、that any future auditor engaged by theCompany would remain subject to full PCAOB inspection during the entire term of ourengagement.The PCAOB is currently unable to conduct inspections in mainland Chinaand Hong Kong without the approval of the PRC authorities.Currently,ourU.S.auditors audit work for

312、 us can be inspected by the PCAOB and our auditor hasno auditors work papers in China as of the date of this prospectus.We also have nooperations in mainland China.However,if there is significant change to currentpolitical arrangements between mainland China and HongKong,companies operating inHongKo

313、ng like us may face similar regulatory risks as those operated in the PRC andwe cannot assure you that our auditors audit work for us will continue to be ableto be inspected by the PCAOB.If it is later determined that the PCAOB is unable toinspect or investigate our auditor completely,investors may

314、be deprived of thebenefits of such inspection.Any audit reports not issued by auditors that arecompletely inspected by the PCAOB could result in a lack of assurance that ourfinancial statements and disclosures are adequate and accurate.Inspections of other auditors conducted by the PCAOB outside mai

315、nland China haveat times identified deficiencies in those auditors audit procedures and qualitycontrol procedures,which may be addressed as part of the inspection process toimprove future audit quality.The lack of PCAOB inspections of audit work undertakenin mainland China prevents the PCAOB from re

316、gularly evaluating auditors audits andtheir quality control procedures.As a result,if any component of our auditorswork papers become located in mainland China in the future,such work papers will notbe subject to inspection by the PCAOB.As a result,investors would be deprived ofsuch PCAOB inspection

317、s,which could result in limitations or restrictions to ouraccess of the U.S.capital markets.As part of a continued regulatory focus in the U.S.on access to audit and otherinformation currently protected by national law,in June2019,a bipartisan group oflawmakers introduced bills in both houses of the

318、 U.S.Congress that,if passed,would require the SEC to maintain a list of issuers for which PCAOB is not able to2025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm41/266inspect or inve

319、stigate the audit work performed by a foreign public accounting firmfor such issuers completely.The proposed Ensuring Quality Information andTransparency for Abroad-Based Listings on our Exchanges Act prescribes increased162025/5/20 10:55sec.gov/Archives/edgar/data/2049187/000121390025045262/ea02232

320、35-08.htmhttps:/www.sec.gov/Archives/edgar/data/2049187/000121390025045262/ea0223235-08.htm42/266Table of Contentsdisclosure requirements for these issuers and,beginning in 2025,the delisting fromU.S.national securities exchanges of issuers included on the SECs list for threeconsecutive years.It is

321、unclear if this proposed legislation will be enacted.Furthermore,there have been recent deliberations within the U.S.governmentregarding potentially limiting or restricting China-based companies from accessingU.S.capital markets.On May 20,2020,the U.S.Senate passed the HFCA Act,which includesrequire

322、ments for the SEC to identify issuers whose audit work is performed byauditors that the PCAOB is unable to inspect or investigate completely because of arestriction imposed by a non-U.S.authority in the auditors local jurisdiction.TheU.S.House of Representatives passed the HFCA Act on December2,2020

323、,and the HFCAAct was signed into law on December 18,2020.Additionally,in July 2020,theU.S.Presidents Working Group on Financial Markets issued recommendations foractions that can be taken by the executive branch,the SEC,the PCAOB or otherfederal agencies and department with respect to Chinese compan

324、ies listed onU.S.stock exchanges and their audit firms,in an effort to protect investors in theU.S.In response,on November23,2020,the SEC issued guidance highlighting certainrisks(and their implications to U.S.investors)associated with investments inChina-based issuers and summarizing enhanced discl

325、osures the SEC recommends China-based issuers make regarding such risks.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements in the HFCA Act.On December2,2021,the SEC adopted amendments to finalize rules implementing

326、thesubmission and disclosure requirements in the HFCA Act.The rules apply to publiccompanies whose stock is registered with the SEC and are identified by the SEC ashaving filed an annual report with an audit report issued by a registered publicaccounting firm located in a foreign jurisdiction and wh

327、ose audit work that PCAOB isunable to inspect or investigate.We will be required to comply with these rules ifthe SEC identifies us as having a“non-inspection”year under a process to besubsequently established by the SEC.The final amendments require any identifiedregistrant to submit documentation t

328、o the SEC establishing that the registrant is notowned or controlled by a government entity in the public accounting firms foreignjurisdiction,and they also require,among other things,disclosure in theregistrants annual report regarding the audit arrangements of,and governmentinfluence on,such regis

329、trants.Pursuant to the HFCA act,our securities may beprohibited from trading on the NASDAQ Capital Market or other U.S.stock exchangesif our auditor cannot be inspected by the PCAOB for three consecutiveyears,andthis ultimately could result in our Class A Shares being delisted.On June22,2021,the U.S

330、.Senate passed the AHFCA Act,which was signed intolaw on December29,2022,amended the HFCA Act and require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its audit workcannot be inspected when its auditor is subject to PCAOB inspections for twoconsecutiveyears ins

331、tead of three and,thus,reduced the time before our Class AShares may be prohibited from trading or delisted.On September22,2021,the PCAOB adopted a final rule implementing the HFCA Act,which provides a framework for the PCAOB to use when determining,as contemplatedunder the HFCA Act,whether the PCAO

332、B is unable to inspect or investigate completelyregistered public accounting firms located in a foreign jurisdiction in connectionwith their audit works because of a position taken by one or more authorities in thatjurisdiction.On November 5,2021,the SEC approved the PCAOBs Rule 6100,BoardDeterminat

333、ions Under the HFCA Act.Rule6100 provides a framework for the PCAOB touse when determining,as contemplated under the HFCA Act,whether it is unable toinspect or investigate completely registered public accounting firms located in aforeign jurisdiction because of a position taken by one or more authorities in thatjurisdiction.On December16,2021,the PCAOB issued a report on its determinations that it