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1、2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm1/299F-1/A 1 ea0221100-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 20,2025.Registra

2、tion No.333-286203UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_BUUU Group Limited(Exact name of registrant as specified in its charter)_British Virgin Islands 7389 Not Applicable(State or otherjuris

3、diction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)_Flat B,16/F,Ford Glory Plaza37 Wing Hong StreetCheung Sha Wan,HongKong+852 3705 5244(Address,including zip code,and telephone number,including area code,ofregistrants pr

4、incipal executive offices)_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Aven

5、ue,3rd FloorNewYork,NY10017Tel:+1(212)588-0022 Shane Wu,Esq.Ross D.Carmel,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31stfloorNew York,NY 10036Telephone:(212)930-970_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date of th

6、is Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Sec

7、urities Act,check the following box 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 Rule462(c)under the Securities Act,check the following box and list the Secur

8、ities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlie

9、reffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP

10、,indicate by check mark if the registrant has elected not to use the extended transition period for2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm2/299complying with any new or re

11、vised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant her

12、eby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities A

13、ctof1933,asamended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/

14、edgar/data/2047273/000121390025045878/ea0221100-05.htm3/299Table of ContentsThe information in this prospectus is not complete and may be changed.Wewill not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective.This prospectusis not

15、an offer to sell these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY20,2025BUUU Group Limited1,500,000 ClassA Ordinary SharesThis is an initial public offering(the“Offering”

16、)of 1,500,000 ClassA OrdinaryShares of no par value(the“Class A Ordinary Shares”),of BUUU Group Limited(“BUUU”,the“Company”).We anticipate that the initial public offering price(the“Offering Price”)will be between US$4.00 and US$6.00 per Ordinary Share.We areoffering 1,500,000 Class A Ordinary Share

17、s of our Company,on a firm commitmentbasis,representing 13.04%of the ClassA Ordinary Shares following completion ofthe offering of our Company.Prior to this Offering,there has been no public market for our ClassA OrdinaryShares.We have applied to list our ClassA Ordinary Shares on the Nasdaq Capital

18、Market under the symbol“BUUU.”This Offering is contingent upon us listing ourClassA Ordinary Shares on the Nasdaq Capital Market,or Nasdaq.However,there isno assurance that such application will be approved,and if our application is notapproved by Nasdaq,this Offering cannot be completed.BUUUs issue

19、d share capital is a dual-class structure consisting of Class A OrdinaryShares and Class B Ordinary Shares.Class A Ordinary Shares are the only class ofOrdinary Shares being offered in this Offering.Holders of Class A Ordinary Sharesand Class B Ordinary Shares shall vote together as one class on all

20、 resolutions ofthe shareholders and have the same rights except each Class A Ordinary Share shallentitle its holder to one(1)vote and each Class B Ordinary Share shall entitle itsholder to twenty(20)votes.Class A Ordinary Shares and Class B Ordinary Shares arenot convertible into each other.Followin

21、g this Offering,BUBI Services Limited(“BUBI”),our ControllingShareholder,will retain controlling voting power in the Company based on havingapproximately 95.10%of the aggregate voting power of our issued and outstandingClass A and Class B Ordinary Shares,assuming that the underwriters do not exercis

22、etheir over-allotment option.BUBI is ultimately owned as to 40%by Ms.Nana CHAN,ourchair of the board and director,and 40%by Mr.Wai Kong POON,our Chief ExecutiveOfficer and Director.As a result,acting together,Ms.Chan and Mr.Poon can controlthe outcome of matters submitted to the shareholders for app

23、roval through BUBI.Wemay be deemed a“controlled company”within the meaning of the Nasdaq listing rules,and we may follow certain exemptions from certain corporate governance requirementsthat could adversely affect our public shareholders.For a more detailed discussionof the risk of the Company being

24、 a controlled company,see“Risk FactorsRisksRelated to Our Corporate StructureOur corporate actions will be substantiallycontrolled by our Controlling Shareholder,BUBI Services Limited,which will have theability to control or exert significant influence over important corporate mattersthat require ap

25、proval of shareholders,which may deprive you of an opportunity toreceive a premium for your ClassA Ordinary Shares and materially reduce the valueof your investment.Additionally,we may be deemed to be a“controlled company”andmay follow certain exemptions from certain corporate governance requirement

26、s thatcould adversely affect our public shareholders”on page 38 and“ProspectusSummary Implication of Being a Controlled Company”on page 14 of thisprospectus.Investing in our ClassA Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beg

27、inning on page 19 to read about factors you should consider beforebuying our ClassA Ordinary Shares.We are an“emerging growth company”and a“foreign private issuer”under thefederal securities laws and will be subject to reduced public company reportingrequirements.See“Prospectus Summary Implications

28、of Being an“Emerging GrowthCompany”and“Implications of Our Being a Foreign Private Issuer”on page 13 andpage 14 for additional information.BUUU Group Limited,or BUUU,is a holding company incorporated in BritishVirgin Islands(“BVI”).BUUU is not a Chinese or Hong Kong operating2025/5/21 15:49sec.gov/A

29、rchives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm4/299company but is a holding company incorporated in the BVI.As a holdingcompany with no material operations,BUUU conducts all of its operationsthrough its

30、 operating entities,BU Creation Limited(“BU Creation”)andBU Workshop Limited(“BU Workshop”)(collectively,the“OperatingSubsidiaries”),both of which are companies incorporated in Hong Kong.Investors in our Class A Ordinary Shares should be aware that they willnot and may never directly hold equity int

31、erests in the OperatingSubsidiaries,but rather purchasing equity solely in BUUU,the BVI holdingcompany.This structure involves unique risks to the investors,and the PRCregulatory authorities could disallow this structure,which would likelyresult in a material change in our operations and/or a materi

32、al change inthe value of the securities BUUU is registering for sale,including thatsuch event could cause the value of such securities to significantlydecline or become worthless.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/d

33、ata/2047273/000121390025045878/ea0221100-05.htm5/299Table of ContentsAll of our operations are conducted by our Operating Subsidiaries inHong Kong,which is a special administrative region of the PRC.Wecurrently do not have any operations in Mainland China.We do not have anyoperation or maintain an o

34、ffice or personnel in Mainland China,norcurrently do we have,nor intend to have,any contractual arrangements toestablish a variable interest entity(“VIE”)structure with any entity inMainland China.However,since(1)our operations are located inHong Kong,which is a special administrative region of the

35、PRC,and(2)some of our customers are Mainland China companies,Mainland Chinaindividuals,or companies that have shareholders or directors that areMainland China individuals,we are subject to certain legal and operationalrisks associated with our Operating Subsidiaries being based in HongKong,and the l

36、egal and operational risks associated with operating in MainlandChina may also apply to our operations in HongKong.We may be subject tounique risks due to uncertainty of the interpretation and the applicationof the PRC laws and regulations,including but not limited to thecybersecurity,data security,

37、and the oversight and control over overseassecurities offerings by the PRC government.We are also subject to therisks of uncertainty about any future actions of the PRC government orauthorities in HongKong in this regard.The PRC government may interveneor influence the current and future operations

38、in HongKong at any time,or may exert more oversight and control over offerings conducted overseasand/or foreign investment in issuers likes us.Such governmental actions:could result in a material change in our operations and/or thevalue of our ClassA Ordinary Shares;could significantly limit or comp

39、letely hinder our ability tocontinue our operations;could significantly limit or hinder our ability to offer orcontinue to offer our ClassA Ordinary Shares to investors;andmay cause the value of our ClassA Ordinary Shares tosignificantly decline or be worthless.See“Risk FactorsRisks Related to Doing

40、 Business in HongKongAll of ouroperations are in HongKong.However,due to the long-arm application of the currentMainland China laws and regulations,the PRC government may exercise significantdirect oversight and discretion over the conduct of our business and may intervene orinfluence our operations

41、 at any time,which could result in a material change in ouroperations and/or the value of our Class A Ordinary Shares.Our subsidiaries inHongKong may be subject to certain PRC laws and regulations,which may impair ourability to operate profitably and result in a material negative impact on ouroperat

42、ions and/or the value of our ClassA Ordinary Shares.Furthermore,the changesin the policies,regulations,rules and the enforcement of laws of Mainland China mayalso occur quickly with little advance notice and our assertions and beliefs of therisk imposed by the Mainland China legal and regulatory sys

43、tem cannot be certain”onpage29;and“Risk FactorsRisks Related to Doing Business in HongKongIfthe PRC government chooses to extend the oversight and control over offerings thatare conducted overseas and/or foreign investment in Mainland China-based issuers toHongKong-based issuers,such action may sign

44、ificantly limit or completely hinderour ability to offer or continue to offer ClassA Ordinary Shares to investors andcause the value of our Class A Ordinary Shares to significantly decline or beworthless”on page34.We are aware that,the PRC government initiated a series of regulatory actions andstate

45、ments to regulate business operations in certain areas in Mainland China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseasusing variable interest entity structure,adopting new measures to e

46、xtend the scopeof cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Noeffective laws or regulations in the PRC explicitly require the Company to seekapproval from the China Securities Regulatory Commission(the“CSRC”)or any otherPRC governmental authorities for the Companys

47、 overseas listing plan,nor has theCompany or any of the Operating Subsidiaries received any inquiry,notice,warning orsanctions regarding the planned overseas listing from the CSRC or any other PRCgovernmental authorities.However,since these statements and regulatory actions bythe PRC government are

48、newly published and official guidance and relatedimplementation rules have not been issued,it is highly uncertain what the potentialimpact such modified or new laws and regulations will have on the Companys dailybusiness operation,the ability to accept foreign investments and list on an U.S.exchange

49、.Any such changes could significantly limit or completely hinder our ability2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm6/299to offer or continue to offer our securities to inv

50、estors,and could cause the valueof our securities to significantly decline or become worthless.See“ProspectusSummary Recent Regulatory Development in the PRC.”2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/00012139

51、0025045878/ea0221100-05.htm7/299Table of ContentsOn February 17,2023,with the approval of the State Council,the CSRC promulgatedthe Trial Administrative Measures of Overseas Securities Offering and Listing byDomestic Companies,or the Trial Administrative Measures,and five supportingguidelines,which

52、came into effect on March 31,2023.Pursuant to the TrialAdministrative Measures,(i)domestic companies that seek to offer or list securitiesoverseas,both directly and indirectly,shall complete filing procedures with theCSRC pursuant to the requirements of the Trial Administrative Measures within three

53、working days following their submission of initial public offerings or listingapplications.If a domestic company fails to complete the required filing proceduresor conceals any material fact or falsifies any major content in its filing documents,such domestic company may be subject to administrative

54、 penalties,such as an order torectify,warnings and fines,and its controlling shareholders,actual controllers,the person directly in charge and other directly liable persons may also be subjectto administrative penalties,such as warnings and fines;(ii)if the issuer meetsboth of the following criteria

55、,the overseas offering and listing conducted by suchissuer shall be deemed an indirect overseas offering and listing by a PRC domesticcompany:(A)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in its audited consolidated financialstatements fo

56、r the most recent fiscal year were derived from PRC domestic companies;and(B)the majority of the issuers business activities are carried out in mainlandChina,or its main place(s)of business are located in mainland China,or themajority of its senior management team in charge of its business operation

57、s andmanagement are PRC citizens or have their usual place(s)of residence located inmainland China.In such circumstances,where a PRC domestic company is seeking anindirect overseas offering and listing in an overseas market,the issuer shalldesignate a major domestic operating entity responsible for

58、all filing procedureswith the CSRC,and where an issuer makes an application for an initial publicoffering or listing in an overseas market,the issuer shall submit filings with theCSRC within three business days after such application is submitted.Based on the above mentioned,given that(i)the Company

59、 currently does not have,nordo it currently intend to establish,any subsidiary nor plan to enter into anycontractual arrangements to establish a VIE structure with any entity in MainlandChina;(ii)it is not controlled by any Mainland China entity or individual;(iii)itdoes not have any operation in th

60、e Mainland China,nor does it have any partnershipor cooperation with any Mainland China entity or individual;(iv)it currently doesnot have,nor does it plan to have,any investment,such as owning or leasing anyasset,in the Mainland China;(v)none of the senior managers in charge of thebusiness operatio

61、ns and management are citizens of the Mainland China or domiciled inMainland China;and(vi)no revenue of the Company is generated from the MainlandChina,this Offering shall not be deemed as a domestic enterprise that indirectlyoffer or list securities on an overseas stock exchange,nor does it require

62、s filingor approvals from the CSRC.Further,we believe that the Company is not considered adomestic enterprise under the Trial Administrative Measures and the TrialAdministrative Measures do not apply to the Company,and its listing on Nasdaq doesnot require fulfilling the filing procedure to the CSRC

63、.However,given theuncertainties arising from the legal system in the PRC and Hong Kong,includinguncertainties regarding the interpretation and enforcement of the PRC laws and thesignificant authority of the PRC government to intervene or influence the offshoreholding company headquartered in Hong Ko

64、ng,there can be no assurance that therelevant PRC governmental authorities,including the CSRC,would reach the sameconclusion as us,or that the CSRC or any other PRC governmental authorities wouldnot promulgate new rules or new interpretation of current rules(with retrospectiveeffect)to require us to

65、 obtain CSRC or other PRC governmental approvals for thisOffering.If we or our Operating Subsidiaries inadvertently conclude that such approvals arenot required,or applicable laws,regulations,or interpretations change such that weare required to obtain approval in the future,we may be subject to inv

66、estigations byregulators,fines or penalties,ordered to suspend our relevant operations andrectify any non-compliance,prohibited from engaging in relevant business orconducting any offering,and these risks could result in a material adverse change inour operations,significantly limit or completely hi

67、nder our ability to offer orcontinue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.If we were required to obtain such permissionsor approvals in the future in connection with the listing or continued listing of oursecurities on a stock

68、 exchange outside of the PRC,it is uncertain how long it willtake for us to obtain such approval,and,even if we obtain such approval,theapproval could be rescinded.Any failure to obtain or a delay in obtaining thenecessary permissions from the PRC authorities to conduct offerings or list outsideof t

69、he PRC may subject us to sanctions imposed by the PRC regulatory authorities,which could include fines and penalties,proceedings against us,and other forms ofsanctions,and our ability to conduct our business,invest into the Mainland China asforeign investments or accept foreign investments,ability t

70、o offer or continue to2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm8/299offer Class A Ordinary Shares to investors or list on the U.S.or other overseasexchange may be restricted

71、,and the value of our Class A Ordinary Shares maysignificantly decline or be worthless,our business,reputation,financial condition,and results of operations may be 2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000

72、121390025045878/ea0221100-05.htm9/299Table of Contentsmaterially and adversely affected.See“Risk FactorsRisks Relating to DoingBusiness in HongKongIf the PRC government chooses to extend the oversight andcontrol over offerings that are conducted overseas and/or foreign investment inMainland China-ba

73、sed issuers to Hong Kong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continue to offerClassA Ordinary Shares to investors and cause the value of our ClassA OrdinaryShares to significantly decline or be worthless.”on page 34.Our Class A Ordinary Share

74、s may be prohibited from trading on a nationalexchange or“over-the-counter”markets under the Holding ForeignCompanies Accountable Act(the“HFCAA”)if the Public Company AccountingOversight Board(“PCAOB”)determines that it is unable to inspect orfully investigate our auditor and as a result the exchang

75、e where oursecurities are traded may delist our securities.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),which was signed into law on December 29,2022,amending the HFCAA and requiring the Securities and ExchangeCommission(“SE

76、C”)to prohibit an issuers securities from trading onany U.S.stock exchange if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three consecutive years.Pursuant tothe HFCAA,the PCAOB issued a Determination Report on December 16,2021,which found that the PCAOB was un

77、able to inspect or investigate completelycertain named registered public accounting firms headquartered in MainlandChina and Hong Kong.Our auditor,Onestop Assurance PAC,is headquartered in Singapore andregistered with the PCAOB.Our auditor is subject to laws in the UnitedStates pursuant to which the

78、 PCAOB conducts regular inspections to assessour auditors compliance with the applicable professional standards,withthe last inspection occurring in July 2023.The PCAOB currently has accessto inspect the working papers of our auditor and our auditor is not subjectto the Determinations announced by t

79、he PCAOB on December 16,2021.OnAugust 26,2022,the PCAOB signed a Statement of Protocol with the ChinaSecurities Regulatory Commission and the Ministry of Finance of thePeoples Republic of China,taking the first step toward opening accessfor the PCAOB to inspect and investigate registered public acco

80、unting firmsheadquartered in mainland China and Hong Kong completely,consistent withU.S law.It includes three provisions that,if abided by,would grant thePCAOB complete access for the first time:(1)the PCAOB has sole discretionto select the firms,audit engagements and potential violations it inspect

81、sand investigates without consultation with,nor input from,PRCauthorities;(2)procedures are in place for PCAOB inspectors andinvestigators to view complete audit work papers with all informationincluded and for the PCAOB to retain information as needed;and(3)thePCAOB has direct access to interview a

82、nd take testimony from all personnelassociated with the audits the PCAOB inspects or investigates.Our auditor,Onestop Assurance PAC,has no auditors work papers in China as of thedate of this prospectus.On December 15,2022,the PCAOB announced that ithas completed a test inspection of two selected aud

83、iting firms in mainlandChina and Hong Kong and has voted to vacate its previous Determinationreport,which concluded in December 2021 that the PCAOB could not inspector investigate completely registered public accounting firms based inmainland China or Hong Kong.However,whether the PCAOB will continu

84、e to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainty anddepends on a number of factors out of our,and our auditors,control.ThePCAOB is continuing to demand complete access in mainland Chin

85、a and HongKong moving forward and has resumed regular inspections since March 2023.The PCAOB is continuing pursuing ongoing investigations and may initiatenew investigations as needed.There can be no assurance that China willabide by the Statement of Protocol with the China Securities RegulatoryComm

86、ission and the Ministry of Finance of the Peoples Republic of Chinaand that on-site inspections and investigations of firms headquartered inmainland China and Hong Kong will occur and allows for full and timelyaccess to information.In the event it is later determined that the PCAOBis unable to inspe

87、ct or investigate completely our auditor,then such lackof inspection could cause our securities to be delisted from the stockexchange.The delisting of our Class A Ordinary Shares,or the threat oftheir being delisted,may materially and adversely affect the value of yourinvestment.These recent develop

88、ments could also add uncertainties to thisOffering and we cannot assure you that the Nasdaq Capital Market orregulatory authorities would not apply additional or more stringent2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data

89、/2047273/000121390025045878/ea0221100-05.htm10/299criteria to us after considering the effectiveness of our auditors auditprocedures and quality control procedures,adequacy of personnel andtraining,or sufficiency of resources,geographic reach or experience as itrelates to the audit of our financial

90、statements.See“Risk FactorsRisksRelated to Our ClassA Ordinary Shares and This OfferingOur ClassA OrdinaryShares may be prohibited from being traded on a national exchange under the HoldingForeign Companies Accountable Act 2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea02211

91、00-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm11/299Table of Contentsif the PCAOB is unable to inspect our auditors.The delisting of our Class AOrdinary Shares,or the threat of their being delisted,may materially and adverselyaffect the value of your inve

92、stment.Furthermore,on June22,2021,the U.S.Senatepassed the AHFCAA,which was signed into law on December 29,2022,amending theHFCAA to require the SEC to prohibit an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears ins

93、tead of three.”on page 42.BUUU has no operations of its own.It conducts its operations in HongKong throughour Operating Subsidiaries.BUUU may rely on dividends or payments to be paid by ourOperating Subsidiaries to fund its cash and financing requirements,including thefunds necessary to pay dividend

94、s and other cash distributions to our shareholders andU.S.investors,to service any debt we may incur and to pay our operating expenses.If our Operating Subsidiaries incur debt on their own behalf in the future,theinstruments governing the debt may restrict their ability to pay dividends or makeother

95、 distributions to us.Cash is transferred through our organization in thefollowing manner:(i)funds are transferred from BUUU,our holding companyincorporated in BVI,to our Operating Subsidiaries in Hong Kong,in the form ofcapital contributions or loans,as the case may be;and(ii)dividends or otherdistr

96、ibutions may be paid by our Operating Subsidiaries in HongKong to BUUU.There are no restrictions or limitations on our ability to distribute earnings fromour subsidiaries,including our subsidiaries in HongKong,to BUUU and shareholdersand the U.S.investors,provided that the entity remains solvent aft

97、er suchdistribution.Subject to the BVI Act and our Amended and Restated Memorandum andArticles of Association,our board of directors may authorize and declare a dividendto shareholders at such time and of such an amount as it thinks fit,if it issatisfied,on reasonable grounds,that immediately follow

98、ing the dividend payment thevalue of our assets will exceed our liabilities and BUUU will be able to pay ourdebts as they become due.For the cash transfers between BUUU and the OperatingSubsidiaries,and according to the BVI Act,a BVI company may make dividendsdistribution to the extent that immediat

99、ely after the distribution,the value of thecompanys assets of exceeds its liabilities,and the company is able to pay itsdebts as they fall due.According to the Companies Ordinance of Hong Kong,aHong Kong company may only make a distribution out of profits available fordistribution.If any of BUUUs su

100、bsidiaries incurs debt on its own behalf in thefuture,the instruments governing such debt may restrict their ability to paydividends to BUUU.Other than the above,we have not adopted,nor do we maintain,any cash management policies and procedures as of the date of this prospectus.Additionally,as of th

101、e date of this prospectus,there are no further BVI orHongKong statutory restrictions on the amount of funds which may be distributed byus by dividend.However,in the future,funds may not be available to fund operationsor for other use outside of HongKong,due to interventions in,or the imposition ofre

102、strictions and limitations on,our ability or on our subsidiaries ability by thePRC government to transfer cash.Any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of

103、 our ClassA Ordinary Sharesor cause them to be worthless.Furthermore,as of the date of this prospectus,there are no restrictions orlimitations under the laws of Hong Kong imposed on the conversion of Hong Kongdollar into foreign currencies and the remittance of currencies out of HongKong,nor is ther

104、e any restriction on foreign exchange to transfer cash between BUUU andits subsidiaries,across borders and to U.S investors,nor is there any restrictionsand limitations to distribute earnings from our business and subsidiaries,to BUUUand U.S.investors and amounts owed.To the Companys best knowledge,

105、the laws andregulations of the PRC do not currently have any material impact on the transfer ofcash from BUUU to the Operating Subsidiaries or from the Operating Subsidiaries toBUUU,our shareholders and the U.S.investors.However,the PRC government may,inthe future,impose restrictions or limitations

106、on our ability to transfer money outof Hong Kong,to distribute earnings and pay dividends to and from the otherentities within our organization,or to reinvest in our business outside ofHongKong.Such restrictions and limitations,if imposed in the future,may delay orhinder the expansion of our busines

107、s to outside of HongKong and may affect ourability to receive funds from our Operating Subsidiaries in Hong Kong.Thepromulgation of new laws or regulations,or the new interpretation of existing lawsand regulations,in each case,that restrict or otherwise unfavorably impact theability or way we conduc

108、t our business,could require us to change certain aspects ofour business to ensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To the extent anynew

109、or more stringent measures are required to be implemented,our business,2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm12/299financial condition and results of operations could be

110、adversely affected and suchmeasured could materially decrease the value of our Class A Ordinary Shares,potentially rendering it worthless.For a more detailed 2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390

111、025045878/ea0221100-05.htm13/299Table of Contentsdiscussion of how the cash is transferred within our organization,see“ProspectusSummaryTransfers of cash to and from our subsidiaries”on page 4,“ProspectusSummary Risk Factors Summary”on page 6,and“Risk FactorsRisks related toour corporate structureWe

112、 rely on dividends and other distributions on equitypaid by our subsidiaries to fund any cash and financing requirements we may have.Inthe future,funds may not be available to fund operations or for other uses outsideof Hong Kong,due to interventions in,or the imposition of restrictions andlimitatio

113、ns on,our ability or our subsidiaries by the PRC government to transfercash.Any limitation on the ability of our subsidiaries to make payments to us couldhave a material adverse effect on our ability to conduct our business and mightmaterially decrease the value of our ClassA Ordinary Shares or caus

114、e them to beworthless.”on page 40,and our consolidated financial statements and related notesincluded elsewhere in this prospectus.BUUU,our BVI holding company,since its incorporation on April16,2024,has notdeclared or made any dividend or other distribution to its shareholders,includingU.S.investor

115、s,in the past,nor have any dividends or distributions been made byour subsidiaries to the BVI holding company.Furthermore,no payments of any kind(including transfers,capital contributions and loans)have been made between BUUUand its subsidiaries,or by the Operating Subsidiaries to BUUU.On September1

116、,2024,BU Creation Limited and BU Workshop Limited declared a cash dividend ofHK$7.1 million(approximately US$909,090)and HK$1.4 million(approximatelyUS$179,257),respectively,to their then shareholders,for the purpose ofdistribution of retained profits.Save as disclosed above,as of the date of thepro

117、spectus,and for the six-month periods ended December 31,2023 and 2024 and thefiscal year ended June 30,2023 and 2024,our Operating Subsidiaries have notdeclared any dividends to their then shareholders,before the incorporation ofBUUU.We do not have any present plan to declare or pay any dividends on

118、 our ClassAOrdinary Shares in the foreseeable future.We currently intend to retain allavailable funds and future earnings,if any,for the operation and expansion of ourbusiness and do not anticipate declaring or paying any dividends in the foreseeablefuture.Any future determination related to our div

119、idend policy will be made at thediscretion of our board of directors after considering our financial condition,results of operations,capital requirements,contractual requirements,businessprospects and other factors the board of directors deems relevant,and subject to therestrictions contained in any

120、 future financing instruments.We are an“emerging growth company”and a“foreign private issuer”underthe federal securities laws and will be subject to reduced public companyreporting requirements.See“Prospectus SummaryImplications of Beingan“Emerging Growth Company”and“Implications of Our Being a Fore

121、ignPrivate Issuer”on pages13 and 14 for additional information.Per Share Total(4)Offering price(1)US$5.00 US$7,500,000Underwriting discounts and commissions(2)US$0.35 US$525,000Proceeds to the company before expenses(3)US$4.65 US$6,975,000_(1)Initial public offering price per share is assumed as US$

122、5.00,which is the midpoint of therange set forth on the cover page of this prospectus.(2)We have agreed to pay the underwriters a discount equal to 7.0%of the gross proceeds of theoffering.For a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on pa

123、ge128.(3)Excludes fees and expenses payable to the underwriters.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved o

124、f these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.This Offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares offered by the Company if any suchshares

125、are taken.We have granted the underwriters an option,exercisable one or moretimes in whole or in part,to purchase up to 225,000 additional ClassA OrdinaryShares from us at the initial public offering price,less underwriting discounts,within 45days from the closing of this Offering to cover over-allo

126、tments,if any.If the underwriters exercise the option in full,assuming the public offering priceper share is US$5.00(the midpoint of the range set forth on the cover page of thisprospectus),the total underwriting discounts payable will be US$603,750,and thetotal proceeds to us,before expenses,will b

127、e US$8,021,250.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm14/299 2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archi

128、ves/edgar/data/2047273/000121390025045878/ea0221100-05.htm15/299Table of ContentsWe expect our total cash expenses for this Offering to be approximately US$1,190,835,including expenses payable to the underwriters for their reasonable out-of-pocketexpenses and non-accountable expense allowance,exclus

129、ive of the above discounts.If we complete this Offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the ClassA Ordinary Shares against payment asset forth under“Underwriting”on or about 2025.The date of this prospectus is,2025 2025/5/21 15:49sec.gov/Arc

130、hives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm16/299Table of ContentsTABLE OF CONTENTS PageMARKET AND INDUSTRY DATA iiPRESENTATION OF FINANCIAL INFORMATION iiCONVENTIONS THAT APPLY TO THIS PROSPECTUS iiiP

131、ROSPECTUS SUMMARY 1RISK FACTORS 19SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 51USE OF PROCEEDS 53DIVIDEND POLICY 54CORPORATE HISTORY AND STRUCTURE 55CAPITALIZATION 58DILUTION 59MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 60INDUSTRY 76BUSINESS 83REGULAT

132、IONS 94MANAGEMENT 100RELATED PARTY TRANSACTIONS 106PRINCIPAL SHAREHOLDERS 108DESCRIPTION OF SHARES 110SHARES ELIGIBLE FOR FUTURE SALE 118TAXATION 120ENFORCEABILITY OF CIVIL LIABILITIES 126UNDERWRITING 128EXPENSES RELATING TO THIS OFFERING 137LEGAL MATTERS 138EXPERTS 138WHERE YOU CAN FIND ADDITIONAL

133、INFORMATION 138INDEX TO FINANCIAL STATEMENTS F-1We and the Underwriters have not authorized anyone to provide anyinformation or to make any representations other than those contained inthis prospectus or in any free writing prospectuses prepared by us or onour behalf or to which we have referred you

134、.If anyone provides you withdifferent or inconsistent information,you should not rely on it.We arenot,and the Underwriters are not,making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do s

135、o or to any personto whom it is not permitted to make such offer or sale.For the avoidanceof doubt,no offer or invitation to subscribe for ClassA Ordinary Sharesis made to the public in the BVI.You should not rely upon any informationabout us that is not contained in this prospectus or in one of our

136、 publicreports filed with the Securities and Exchange Commission(“SEC”)andincorporated into this prospectus.The information in this registrationstatement is not complete and is subject to change.No person should relyon the information contained in this document for any purpose other thanparticipatin

137、g in our proposed Offering,and only the prospectus datedhereof,is authorized by us to be used in connection with our proposedOffering.Our business,financial condition,results of operations,andprospects may have changed since that date.No action is being taken in any jurisdiction outside the U.S.to p

138、ermit apublic offering of our securities or possession or distribution of this2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm17/299prospectus in any such jurisdiction.Persons who

139、come into possession ofthis prospectus in jurisdictions outside the U.S.are required to informthemselves about and to observe any restrictions about this Offering andthe distribution of this prospectus applicable to those jurisdictions.Until and including _,2025(the 25thdays after the date of this p

140、rospectus),all dealers effecting transactions in these securities,whether or not participatingin this Offering,may be required to deliver a prospectus.This is in addition to adealers obligation to deliver a prospectus when acting as an underwriter and withrespect to an unsold allotment or subscripti

141、on.i2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm18/299Table of ContentsMARKET AND INDUSTRY DATACertain market data and forecasts used throughout this prospectus were obtained f

142、rominternal company surveys,market research,consultant surveys,reports ofgovernmental and international agencies and industry publications and surveys.Industry publications and third-party research,surveys and reports generallyindicate that their information has been obtained from sources believed t

143、o bereliable.This information involves a number of assumptions and limitations,and youare cautioned not to give undue weight to such estimates.Our estimates involve risksand uncertainties and are subject to change based on various factors,including thosediscussed under the heading“Risk Factors”in th

144、is prospectus.PRESENTATION OF FINANCIAL INFORMATIONUnless otherwise indicated,all financial information contained in this prospectus isprepared and presented in accordance with generally accepted accounting principles inthe UnitedStates of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and

145、other figures included in this prospectus have beensubject to rounding adjustments.Accordingly,amounts,percentages and other figuresshown as totals in certain tables or charts may not be the arithmetic aggregation ofthose that precede them,and amounts and figures expressed as percentages in the text

146、may not total 100%or,when aggregated,may not be the arithmetic aggregation of thepercentages that precede them.Our financial year ends on June30 of each year.References in this prospectus to afinancial year,such as“financial year 2024,”relate to our financial year endedJune30 of that calendar year.F

147、inancial Information in U.S.DollarsOur reporting currency is the UnitedStates Dollar.This prospectus also containstranslations of certain foreign currency amounts into U.S.dollars for theconvenience of the reader.Unless otherwise stated,all translations of HongKongdollars into U.S.dollars for the si

148、x-month period ended December 31,2024 and 2023were made at HK$7.79 to US$1.00 and HK$7.82 to US$1.00,and for the fiscalyearsended 2023 and 2024 were made at HK$7.84 to US$1.00 and HK$7.81 to US$1.00,theexchange rate set forth in the H10 statistical release of the Federal Reserve Boardon December 31,

149、2024 and December 29,2023,June 30,2023 and June 28,2024,respectively.We make no representation that the HongKong or U.S.dollar amounts referred to inthis prospectus could have been or could be converted into U.S.dollars or HongKongdollars,as the case may be,at any particular rate or at all.ii2025/5/

150、21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm19/299Table of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSExcept where the context otherwise requires and for purposes of this prospe

151、ctus only,references to:“Amended and Restated Memorandum and Articles of Association”refers tothe current amended and restated memorandum and articles of association ofBUUU(as defined below),as filed with the Registry of Corporate Affairs inthe British Virgin Islands on October 18,2024;“BUUU”and“Com

152、pany”refers to BUUU Group Limited,a BVI businesscompany with limited liability incorporated under the laws of BVI,and theholding company of our businesses;“BVI”refers to the British Virgin Islands;“BVI Act”refers to the BVI Business Companies Act,2020(as amended);“CAGR”refers to compounded annual gr

153、owth rate,the year-on-year growthrate over a specific period of time;“Controlling Shareholder”refers to BUBI Services Limited,or BUBI,acompany incorporated under the laws of British Virgin Islands;“ClassA Ordinary Shares”refers to the ClassA Ordinary Shares of BUUU(as defined below)of no par value a

154、nd entitled to one(1)vote per share;“ClassB Ordinary Shares”refers to the ClassB Ordinary Shares of BUUU(as defined below)of no par value and entitled to twenty(20)votes pershare;“GIH Industry Information Sheet”or“Industry Information Sheet”referto the industry sheet commissioned by us and prepared

155、by GOVEN IntelligenceHoldings Limited,or“GIH,”an independent research firm,titled“GIHIndustry Information Sheet”,to provide information regarding our industryand our market position in HongKong;“Hong Kong dollar(s)”,or“HK$”refer to the legal currency ofHongKong;“HongKong”or“HKSAR”refers to the HongK

156、ong Special AdministrativeRegion of the Peoples Republic of China;“Mainland China”refers to the mainland of the Peoples Republic ofChina;excluding Taiwan,Hong Kong and the Macau Special AdministrativeRegions of the Peoples Republic of China for the purposes of thisprospectus only;“Operating Subsidia

157、ries”refers to BU Creation Limited and BU WorkshopLimited,both of which are companies with limited liability incorporatedunder the laws of HongKong and subsidiaries of BUUU;“Ordinary Shares”refers to Class A and Class B Ordinary Shares;“PRC”refer to the Peoples Republic of China,including HongKong a

158、ndthe Macau Special Administrative Regions of the Peoples Republic of China;“PRC government”are to the government and governmental authorities ofMainland China for the purposes of this prospectus only;“SEC”refers to the UnitedStates Securities and Exchange Commission;“US$”,“$”,or“U.S.dollar(s)”refer

159、 to the legal currency of theUnitedStates;“U.S.”,or“UnitedStates”refers to the UnitedStates of America;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates;and“We”,“Group”,“us”,“or“our”refer to BUUU Group Limited,the BVIholding company that will issue the ClassA Ordinary S

160、hares being offered,and its subsidiaries.iii2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm20/299Table of ContentsWe have made rounding adjustments to some of the figures included

161、 in this prospectus.Accordingly,numerical figures shown as totals in some tables may not be anarithmetic aggregation of the figures that preceded them.This prospectus contains information derived from various public sources and certaininformation from an industry report commissioned by us and prepar

162、ed by GIH,a third-party industry research firm,to provide information regarding our industry andmarket position.Industry publications,research,surveys,studies,and forecastsgenerally state that the information they contain has been obtained from sourcesbelieved to be reliable,but that the accuracy an

163、d completeness of such informationis not guaranteed.Industry data,projections and estimates are subject to inherentuncertainty as they necessarily require certain assumptions and judgments.If any oneor more of the assumptions underlying the market data turns out to be incorrect,actual results may di

164、ffer from the projections based on these assumptions.Neitherwe,the Underwriters nor any other party involved in this offering has independentlyverified such information.Forecasts and other forward-looking information obtainedfrom these sources are subject to the same qualifications and uncertainties

165、 as theother forward-looking statements in this prospectus,and to risks due to a variety offactors,including those described under“Risk Factors.”These and other factorscould cause results to differ materially from those expressed in these forecasts andother forward-looking information.iv2025/5/21 15

166、:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm21/299Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.This summar

167、y is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our ClassA OrdinaryShares.You should carefully consider,among other things,our consolidatedfinancial state

168、ments and the related notes and the sections entitled“RiskFactors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.OverviewEstablished in 2017,we have rapidly grown into a premier Meetings,Incentives,Conferences,and Exhibit

169、ions(“MICE”)solutions provider based in HongKong.Ourcomprehensive marketing service portfolio is designed to meet the diverse needs ofour clients,spanning across two core areas:(i)event management and(ii)stageproduction.(a)Event management servicesIn the realm of event management,our operating subsi

170、diary,BU Creation,excelsas creative planners and meticulous executors.We curate and manage a widespectrum of events,including cultural,artistic,recreational,and corporatepromotions.Our approach is deeply collaborative,and we work closely with ourclients to bring their visions to life.From the initia

171、l concept to the finalexecution,we ensure every detail is aligned with our clients objectives,delivering events that resonate and captivate audiences.In addition,we havecollaborated with event production houses to co-host various remarkable eventsin Hong Kong.Notable examples include the S2O Songkra

172、n Music FestivalHong Kong,the Spartan Race Hong Kong,and the Grade 10 Asia Card ShowHongKong.Under our event management services,BU Creation directly engages in(i)designand planning,(ii)project management,and(iii)on-site supervision.Our revenue derived from event management services represents appro

173、ximately 77.9%and 77.5%,and 80.5%and 72.2%of our total revenue for the six months endedDecember 31,2024 and 2023,and years ended June30,2024 and 2023,respectively.(b)Stage production servicesOur expertise in stage production lies in our ability to transform spaces intoimmersive experiences.Our opera

174、ting subsidiary,BU Workshop,meticulouslycoordinates with suppliers to integrate advanced lighting,visual and audiosystems,stage performance elements and venue decorations.Our goal is tocreate environments that not only engage but also leave a lasting impression,elevating the impact of every event we

175、 manage.Under our stage production services,BU Workshop directly manages the entireproduction process,from stage management and technical direction to thefabrication and installation of set elements.The lighting and visual and audiosystems involved are sourced from its suppliers.Our revenue derived

176、from stage production services represents approximately 22.1%and 22.5%,and 19.5%and 27.8%of our total revenue for the six months endedDecember 31,2024 and 2023,and years ended June30,2024 and 2023,respectively.Our diverse clientele includes public institutions,marketing and public relationsfirms,rea

177、l estate corporations,and a number of established brands.This broadcustomer base reflects our ability to deliver customized solutions that meet thehigh standards of various sectors.Our revenue decreased from approximately US$2.93million for the six months ended December 31,2023 to approximately US$2

178、.87 millionfor the six months ended December 31,2024,representing a slight decrease ofapproximately 2.0%;our profit before tax decreased from approximately US$0.48million to approximately US$0.22 million in the corresponding periods,representingan decreased of approximately 54.6%.Our net income decr

179、eased from approximatelyUS$0.435 million for the six months ended December 31,2023 to approximatelyUS$0.161 million for the six months ended December 31,2024,representing adecrease of approximately 63.1%.Our revenue increased from approximatelyUS$3.5million for the year ended June30,2023 to approxim

180、ately US$5.8millionfor the year ended June30,2024,representing an increase of approximately 64.2%;while our profit before tax increased from approximately US$0.4 million toapproximately US$1.0million in the corresponding periods,representing an increase2025/5/21 15:49sec.gov/Archives/edgar/data/2047

181、273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm22/299of approximately 178.9%.Our net income increased from approximately US$0.3 millionfor the year ended June 30,2023 to approximately US$0.9 million for the year endedJune 30,2

182、024,representing an increase of approximately 166.3%.12025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm23/299Table of ContentsCompetitive StrengthsWe believe that the following comp

183、etitive strengths:Experienced and capable leadershipComprehensive,one-stop MICE solutionsInnovative and skilled in-house design teamStable relationships with a diversified customer baseFor more details,see“Business Our Competitive Strengths”.Growth StrategiesEnhancing brand recognition and strengthe

184、ning marketing initiativesIntegrating advanced technologies into our eventsExpansion into the U.S.and Southeast AsiaFor more details,see“Business Growth Strategies”.Corporate History and StructureBUUU Group Limited(“BUUU”)is a holding company with no operations of its own.Weconduct our operations pr

185、imarily through BU Creation and BU Workshop,our OperatingSubsidiaries in HongKong.The ClassA Ordinary Shares offered in this prospectusare those of BUUU Group Limited,instead of the shares of our OperatingSubsidiaries.BUUU Group Limited was incorporated under the laws of the BVI on April16,2024.Itis

186、 a holding company and is not actively engaged in any business.The registeredoffice of BUUU is at Vistra Corporate Services Centre,Wickhams CayII,Road Town,Tortola VG1110,BVI.BUUU was authorized to issue a maximum of 50,000Shares withno par value of a single class.At the time of the BUUUs incorporat

187、ion,1 sharewas legally and beneficially owned by BUBI Services Limited(“BUBI Services”),acompany incorporated under the law of the BVI.As of the date of this prospectus,BUBI Services is directly owned as to 40%by Ms.Nana CHAN(400 ordinary shares);20%(200 ordinary shares)by Mr.Wai Kwong POON;and 40%(

188、400 ordinary shares)byPerfect Wood Limited.On October17,2024,BUUU resolved and approved to increase the maximum number ofshares it is authorized to issue from 50,000 with no par value to 500,000,000 withno par value.On the same day,BUUU resolved and approved to re-designate(a)249,999,999 authorized

189、but unissued ordinary shares of no par value into249,999,999 ClassA ordinary shares(“ClassA Ordinary Shares”)of no par value;and(b)250,000,000 authorized but unissued ordinary shares of no par value into250,000,000 ClassB ordinary shares(“ClassB Ordinary Shares”)of no par value,and re-designate a to

190、tal of 1 issued ordinary shares of no par value owned by BUBIServices into 1 ClassA Ordinary Shares of no par value.Immediately upon the re-designation became effective on October 22,2024,6,039,999 Class A OrdinaryShares were issued and allotted to BUBI Services at a total consideration of US$1(“All

191、otment 1”).Following Allotment 1,BUUU was held as to 100%(6,040,000ClassA Ordinary Shares with no par value)by BUBI Services.On November7,2024,BUUU entered into Sale and Purchase Agreements with A MaxHolding Limited,Glitter Win International Limited,Tight Core Limited,StormCitadel Global Limited and

192、 Virtuous Accolade Limited,respectively.Pursuant to theSale and Purchase Agreements,BUUU is to sell,and A Max Holding Limited,GlitterWin International Limited,Tight Core Limited,Storm Citadel Global Limited andVirtuous Accolade Limited are to acquire 2,500,000,480,000,480,000,100,000 and400,000 Clas

193、s A Ordinary Shares,at the consideration of US$12,500,US$2,400,US$2,400,US$500 and US$2,000,respectively(collectively“Allotment 2”).On November 18,2024,BUUU(as purchaser)entered into a Sale and PurchaseAgreement with Ms.Nana CHAN,Mr.Wai Kwong POON and Perfect Wood Limited(asvendors),respectively.Pur

194、suant to the Sale and Purchase Agreement,Ms.Nana CHAN,Mr.Wai Kwong POON and Perfect Wood Limited are to sell,and BUUU is to acquire40%,40%and 20%of the issued share capital of BU Creation.In consideration ofthe acquisition,BUUU allotted and issued an aggregate of 2,500,000 Class BOrdinary Shares to

195、BUBI Services upon the direction of Ms.Nana CHAN,Mr.Wai KwongPOON and Perfect Wood Limited,and with the consent of BUUU(“Share Swap 1”).Immediately after Share Swap 1,BU Creation became wholly owned by BUUU.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/

196、www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm24/29922025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm25/299Table of ContentsOn November 18,2024,BUUU(as

197、 purchaser)entered into a Sale and PurchaseAgreement with Ms.Nana CHAN,Mr.Wai Kwong POON and Perfect Wood Limited(asvendors)to acquire an aggregate of 75%of the share capital of BU Workshop.Pursuant to the Sale and Purchase Agreement,Ms.Nana CHAN,Mr.Wai Kwong POON andPerfect Wood Limited are to sell

198、,and BUUU is to acquire 30%,30%and 15%of theissued share capital of BU Workshop.In consideration of the acquisition,BUUUallotted and issued an aggregate of 2,500,000 Class B Ordinary Shares to BUBIServices upon the direction of Ms.Nana CHAN,Mr.Wai Kwong POON and Perfect WoodLimited,and with the cons

199、ent of BUUU(“Share Swap 2”,together with Share Swap 2,the“Share Swaps”).Immediately after Share Swap 2,BUUU owned 75%of the issuedshare capital of BU Workshop.Following the Share Swaps and as of the date of thisprospectus,BUUU has 10,000,000 Class A Ordinary Shares and 5,000,000 Class BOrdinary Shar

200、es in issue.On December 13,2024,pursuant to a sale and purchase agreement entered intobetween Glitter Win International Limited and Excellent Prospect Investment HoldingLimited,Excellent Prospect Investment Holding Limited has acquired 480,000 Class AOrdinary Shares from Glitter Win International Li

201、mited,representing 4.8%of theClass A Ordinary Shares in issue of BUUU.The following table sets forth the breakdown of equity ownership of the Company asof the date of the prospectus,upon the completion of the abovementioned issuancesand transactions:Shareholders NumberandpercentageofClassA OrdinaryS

202、hares Issued Number andpercentageofClassB OrdinaryShares IssuedBUBI Services Limited 6,040,000(60.4%)5,000,000(100%)A Max Holding Limited 2,500,000(25.0%)Excellent Prospect InvestmentHolding Limited 480,000(4.8%)Tight Core Limited 480,000(4.8%)Storm Citadel Global Limited 100,000(1.0%)Virtuous Accol

203、ade Limited 400,000(4.0%)Total:10,000,000(100%)5,000,000(100%)The following diagram illustrates the corporate structure of our Group as of thedate of this prospectus and upon completion of this Offering._(1)As of the date of this prospectus,there are four(4)shareholders of record that haveshareholdi

204、ng less than 5%.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm26/29932025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Arch

205、ives/edgar/data/2047273/000121390025045878/ea0221100-05.htm27/299Table of Contents(2)BUUU Group Limited is a holding company with no operation of its own.The ordinary sharesoffered in this prospectus are those of BUUU Group Limited.(3)BUUU Group Limited conducts all its operation through its operati

206、ng subsidiaries,BUCreation Limited and BU Workshop Limited,both incorporated under the laws of Hong Kong.Our Operating SubsidiariesAs at the date of this prospectus,the ownership of our Operating Subsidiaries areas follows:Name Background OwnershipBU Creation Incorporated on May 11,2017 as aprivate

207、company limited by sharesunder the laws of HongKong.Immediately prior to thereorganization,it was owned as to 40%(40 ordinary shares)by Ms.Nana CHAN;40%(40ordinary shares)by Mr.WaiKwong POON;and 20%(20 ordinaryshares)by Perfect Wood Limited.As part of the reorganization,onNovember18,2024,BUUU(aspurc

208、haser)entered into a sale andpurchase agreement with Ms.Nana CHAN,Mr.Wai Kwong POON,Perfect WoodLimited(as vendors)and BUBI services(as allotee),pursuant to which BUUUacquired the entire share capital ofBU Creation.100%owned by BUUUBU Workshop Incorporated on September13,2019 asa private company lim

209、ited by sharesunder the laws of HongKong.Immediately prior to theReorganization,it was owned as to 30%(30 ordinary shares)by Ms.Nana CHAN;30%(30 ordinary shares)by Mr.WaiKwong POON;15%(15ordinary shares)by Perfect Wood Limited;and 25%(25 ordinary shares)by Mr.Sze HoLI.As part of the reorganization,o

210、nNovember18,2024,BUUU(aspurchaser)entered into a sale andpurchase agreement with Ms.Nana CHAN,Mr.Wai Kwong POON and Perfect WoodLimited(as vendors)and BUBI services(as allotee),pursuant to which BUUUacquired 75%of the share capital ofBU Workshop.75%owned by BUUU and 25%owned by Mr.Sze Ho LITransfers

211、 of Cash to and from Our SubsidiaryBUUU has no operations of its own.It conducts its operations in HongKong throughits Operating Subsidiaries.BUUU may rely on dividends or payments to be paid byits Operating Subsidiaries to fund its cash and financing requirements,includingthe funds necessary to pay

212、 dividends and other cash distributions to ourshareholders and U.S.investors,to service any debt we may incur and to pay ouroperating expenses.If our Operating Subsidiaries incur debt on their own behalf inthe future,the instruments governing the debt may restrict their ability to paydividends or ma

213、ke other distributions to us.Cash is transferred through ourorganization in the following manner:(i)funds are transferred from BUUU,ourholding company incorporated in BVI,to our Operating Subsidiaries in HongKong,inthe form of capital contributions or loans,as the case may be;and(ii)dividendsor othe

214、r distributions may be paid by our Operating Subsidiaries in HongKong toBUUU.There is no restriction under the BVI Act on the amount of funding that BUUU mayprovide to its subsidiaries in HongKong(i.e.,BUUU to its Operating Subsidiaries)through loans or capital contributions,provided that such provi

215、sion of funds is in2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm28/299the best interests of,and of commercial benefit to,BUUU.The OperatingSubsidiaries are also permitted under

216、the laws of HongKong,to provide funding toBUUU,through dividend distributions or payments,without restrictions on theamount of the funds.42025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-

217、05.htm29/299Table of ContentsThere are no restrictions or limitation on our ability to distribute earnings bydividends from our Operating Subsidiaries in Hong Kong to the Company and ourshareholders and U.S.investors,provided that the entity remains solvent aftersuch distribution.Subject to the BVI

218、Act and our Amended and Restated Memorandumand Articles of Association,our board of directors may,by resolutions ofdirectors,authorize and declare a dividend to shareholders from time to time andof an amount they deem fit if they are satisfied,on reasonable grounds,thatimmediately after the distribu

219、tion,the value of our assets will exceed ourliabilities,and we will be able to satisfy our debts as they fall due.Accordingto the Companies Ordinance(Chapter622 of the Laws of HongKong),a company mayonly make a distribution out of profits available for distribution.Other than theabove,we did not ado

220、pt or maintain any cash management policies and procedures asof the date of this prospectus.Under the current practice of the Inland Revenue Department of HongKong,no tax ispayable in HongKong in respect of dividends paid by us.There are no restrictions or limitations under the laws of HongKong impo

221、sed on theconversion of Hong Kong dollar into foreign currencies and the remittance ofcurrencies out of HongKong,nor is there any restriction on any foreign exchangeto transfer cash between BUUU and its subsidiaries,across borders and toU.S.investors,nor there is any restrictions and limitations to

222、distributeearnings from the subsidiaries,to BUUU and U.S.investors and amounts owed.See“Regulations”on page 94 and“Dividend Policy”on page54.To Companys best knowledge,the laws and regulations of the PRC do not currentlyhave any material impact on the transfer of cash from BUUU to the OperatingSubsi

223、diaries or from the Operating Subsidiaries to BUUU,our shareholders and theU.S.investors.However,in the future,funds may not be available to fundoperations or for other use outside of HongKong,due to interventions in,or theimposition of restrictions and limitations on,our ability or on our subsidiar

224、iesability by the PRC government to transfer cash.Any limitation on the ability ofour subsidiaries to make payments to us could have a material adverse effect on ourability to conduct our business and might materially decrease the value of ourClassA Ordinary Shares or cause them to be worthless.Furt

225、hermore,the PRC government may,in the future,impose restrictions orlimitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our business outside of Hong Kong.Such restrictions andlim

226、itations,if imposed in the future,may delay or hinder the expansion of ourbusiness to outside of HongKong and may affect our ability to receive funds fromour Operating Subsidiaries in Hong Kong.The promulgation of new laws orregulations,or the new interpretation of existing laws and regulations,in e

227、achcase,that restrict or otherwise unfavorably impact the ability or way we conductour business,could require us to change certain aspects of our business to ensurecompliance,which could decrease demand for our services,reduce revenues,increasecosts,require us to obtain more licenses,permits,approva

228、ls or certificates,orsubject us to additional liabilities.To the extent any new or more stringentmeasures are required to be implemented,our business,financial condition andresults of operations could be adversely affected and such measured couldmaterially decrease the value of our ClassA Ordinary S

229、hares,potentially renderingit worthless.BUUU,our BVI holding company,since its incorporation on April16,2024,has notdeclared or made any dividend or other distribution to its shareholders,includingU.S.investors,in the past,nor have any dividends or distributions been made byour subsidiaries to the B

230、VI holding company.Furthermore,no payments of any kind(including transfers,capital contributions and loans)have been made between BUUUand its subsidiaries,or by the Operating Subsidiaries to BUUU.On September1,2024,BU Creation Limited and BU Workshop Limited declared a cash dividend ofHK$7.1 million

231、(approximately US$909,090)and HK$1.4 million(approximatelyUS$179,257),respectively,to their then shareholders,for the purpose ofdistribution of retained profits.Save as disclosed above,as of the date of theprospectus,and for the six-month periods ended December 31,2023 and 2024 andfiscal years ended

232、 June 30,2023 and 2024,our Operating Subsidiaries did notdeclare any dividends to its then shareholders,before the incorporation of BUUU.If we determine to pay dividends on any of our ClassA Ordinary Shares in thefuture,as a holding company,we will be dependent on receipt of funds from ourOperating

233、Subsidiaries by way of dividend payments.We do not have any present planto declare or pay any dividends on our ClassA Ordinary Shares in the foreseeablefuture.We currently intend to retain all available funds and future earnings,ifany,for the operation and expansion of our business and do not antici

234、patedeclaring or paying any dividends in the foreseeable future.Any future2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm30/299determination related to our dividend policy will be

235、 made at the discretion of ourboard of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to therestrictions contained in any future financing ins

236、truments.See“RiskFactorsRisks related to our corporate structureWe rely on dividends andother distributions on equity paid by our subsidiaries to fund any cash andfinancing requirements we may have.In the future,funds may not be available tofund operations or52025/5/21 15:49sec.gov/Archives/edgar/da

237、ta/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm31/299Table of Contentsfor other uses outside of HongKong,due to interventions in,or the imposition ofrestrictions and limitations on,our ability or our subsidiaries by the

238、 PRCgovernment to transfer cash.Any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of our ClassA Ordinary Sharesor cause them to be worthless.”on page 40 and our co

239、nsolidated financialstatements and related notes included elsewhere in this prospectus,for moreinformation.Risk Factors SummaryInvesting in our ClassA Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our C

240、lass A Ordinary Shares.Below please find a summary of theprincipal risks we face,organized under relevant headings.These risks arediscussed more fully in the section titled“Risk Factors”.The following is asummary of what we view as our most significant risk factors:Risks Relating to Doing Business i

241、n HongKongWe are headquartered in Hong Kong and all of our operation and business areconducted through our Operating Subsidiaries in HongKong.HongKong is a specialadministrative region of the PRC,we are therefore subject to certain legal andoperational risks associated with our Operating Subsidiarie

242、s being based inHong Kong,and the legal and operational risks associated with operating inMainland China may also apply to our operations in Hong Kong.We may facesignificant regulatory,liquidity,and enforcement risks and uncertainties relatingto doing business in the PRC in general.The PRC governmen

243、t may intervene orinfluence the current and future operations in Hong Kong at any time.The PRCgovernment may chooses to extend the oversight and control over offerings that areconducted overseas and/or foreign investment in Mainland China-based issuers toHongKong-based issuers,such action may signif

244、icantly limit or completely hinderour ability to offer or continue to offer ClassA Ordinary Shares to investors andcause the value of our Class A Ordinary Shares to significantly decline or beworthless.See“Risk FactorsRisks Related to Doing Business in HongKong”beginning on page29 for a more detaile

245、d discussion of the risks involved.Theserisks include but are not limited to,the following:All of our operations are in Hong Kong.However,due to the long-armapplication of the current PRC laws and regulations,the PRC governmentmay exercise significant direct oversight and discretion over the conduct

246、of our business and may intervene or influence our operations at any time,which could result in a material change in our operations and/or the valueof our ClassA Ordinary Shares.Our Operating Subsidiaries in HongKongmay be subject to certain PRC laws and regulations,which may impair ourability to op

247、erate profitably and result in a material negative impact onour operations and/or the value of our Class A Ordinary Shares.Furthermore,the changes in the policies,laws,regulations,rules,andthe enforcement of laws of Mainland China may also occur quickly withlittle advance notice and our assertions a

248、nd beliefs of the risk imposedby the Mainland China legal and regulatory system cannot be certain.Seemore detailed discussion of this risk factor on page 29 of thisprospectus.There remain some uncertainties as to whether we will be required toobtain approvals from the PRC authorities to list on the

249、U.S.exchangesand offer securities in the future,and if required,we cannot assure youthat we will be able to obtain such approval.We may become subject to avariety of PRC laws and other obligations regarding data security inrelation to offerings that are conducted overseas,and any failure tocomply wi

250、th applicable laws and obligations could have a material andadverse effect on our business,financial condition and results ofoperations and may hinder our ability to offer or continue to offerClassA Ordinary Shares to investors and cause the value of our ClassAOrdinary Shares to significantly declin

251、e or be worthless.See moredetailed discussion of this risk factor on page 31 of this prospectus.If the PRC government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment inMainland China-based issuers to HongKong-based issuers,such action m

252、aysignificantly limit or completely hinder our ability to offer or continueto offer ClassA Ordinary Shares to investors and cause the value of our2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea

253、0221100-05.htm32/299Class A Ordinary Shares to significantly decline or be worthless.Seemore detailed discussion of this risk factor on page 34 of thisprospectus.The enactment of the law of the PRC on Safeguarding National Security inthe Hong Kong Special Administrative Region(the“Hong Kong National

254、Security Law”)could impact our Operating Subsidiaries in Hong Kong,which represent substantially all of our business.See more detaileddiscussion of this risk factor on page 35 of this prospectus.62025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov

255、/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm33/299Table of ContentsThe enforcement of laws and rules and regulations in PRC can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kon

256、g can change quickly with little or no advance notice.As aresult,the Hong Kong legal system embodies uncertainties which couldlimit the availability of legal protections,which could result in amaterial change in our Operating Subsidiaries operations and/or thevalue of the securities we are offering.

257、See more detailed discussion ofthis risk factor on page 35 of this prospectus.There are political risks associated with conducting business inHongKong.See more detailed discussion of this risk factor on page36 ofthis prospectus.Because our business is conducted in HongKong dollars and the price ofou

258、r ClassA Ordinary Shares is quoted in UnitedStates dollars,changesin currency conversion rates may affect the value of your investments.Seemore detailed discussion of this risk factor on page 36 of thisprospectus.Our operations are concentrated in HongKong.Our business performance ishighly influence

259、d by the conditions of capital and financial market inHong Kong.Unfavorable market and economic conditions and the materialdeterioration of the political and regulatory environment in HongKong,Mainland China,and elsewhere in the world could materially and adverselyaffect our business,financial condi

260、tion,prospects,and results ofoperations.See more detailed discussion of this risk factor on page37of this prospectus.Risks Related to our Business and IndustryThere is no assurance that our customers will continue to retain ourservices.The quality of our customer support and service offerings is par

261、amount toour clients,and any failure to maintain high standards could result inclients discontinuing the use of our services,potentially leading to adecline in our sales.We are exposed to credit risks with our customers.Our revenue may experience fluctuations from period to period due tovariations i

262、n the services required by our customers and the timing ofevent completions.Our failure to maintain the confidentiality,integrity,and availabilityof our systems,software,and solutions could seriously damage ourreputation and affect our ability to retain customers and attract newbusiness.We engage ou

263、r suppliers on an individual project basis,and their failureto meet our requirements may affect the quality of our services.Our insurance coverage may be inadequate to protect us from potentiallosses.Our final billings to our customers may differ from the initial quotationsand we may encounter disag

264、reements with our customers in relation to thefinal billings.Our services fees are determined based on the estimated time and costsinvolved in a project,which may deviate from the actual time and costsincurred,and as a consequence,an inaccurate estimation of costs to beincurred may adversely affect

265、our financial results.Our business is subject to seasonality.Undetected errors or failures in our services could lead to a loss of ordelay in market acceptance,potentially causing significant harm to ourbusiness.We currently do not own the properties on which we carry out our business,and we are exp

266、osed to the risks associated with the commercial real estaterental market.Our operations may be interrupted by malfunctions or deficiencies in ourIT infrastructure.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000

267、121390025045878/ea0221100-05.htm34/299Some of our systems and services are developed by third parties orsupported by third-party hardware and software,and our business andreputation could suffer if these third-party systems and services fail toperform properly or are no longer available to us.72025/

268、5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm35/299Table of ContentsFailing to keep pace with technological advancements and evolving clientneeds could adversely affect our business.

269、If we are unable to effectivelydevelop,launch,or integrate new technologies into our services,it mayharm our reputation,reduce our sales,and negatively impact our operatingincome.Our business is dependent on information technology and is subject tocybersecurity risks.A cyberattack may disrupt our op

270、erations andcompromise the personal data of our customers.Assertions by a third party that we have infringed,misappropriated,orotherwise violated their intellectual property could subject us to costlyand time-consuming litigation and adversely impact our business.We may be subject to litigation,arbi

271、tration,or other legal proceedingrisk.Increasing labor costs and labor shortages in our industry may affect ourbusiness,financial condition,and results of operations.The highly competitive and fragmented market for our services may continueto create adverse price pressures.We may not be able to attr

272、act and retain our core management team andother key personnel for our operations.The Company may incur significant losses,and there can be no assurancethat the Company will remain a profitable business.The Companys future revenue and operating results are unpredictable andmay fluctuate significantl

273、y.We may be unable to successfully implement our future business plans andobjectives.We may need to raise additional capital to support its operations.Natural disasters,acts of war,and other catastrophic events mayadversely affect our operations.A re-occurrence of the COVID-19 pandemic or the sustai

274、ned outbreak ofother infectious diseases could have a material adverse impact on ourbusiness,operating results,and financial condition.Risks Relating to Our Corporate StructureThe dual-class structure of our Ordinary Shares will have the effect ofconcentrating voting control with our Controlling Sha

275、reholder,BUBIServices Limited,which will hold in the aggregate 95.10%of the votingpower of our voting shares following the completion of this Offeringpreventing you and other shareholders from influencing significantdecisions,including the election of directors,amendments to ourorganizational docume

276、nts and any merger,consolidation,sale of all orsubstantially all of our assets,or other major corporate transactionrequiring shareholder approval.As a“controlled company”under the rules of the Nasdaq Stock MarketLLC,we may choose to exempt our company from certain corporate governancerequirements th

277、at could have an adverse effect on our public shareholders.We rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we may have.Inthe future,funds may not be available to fund operations or for otheruses outside of HongKong,due to int

278、erventions in,or the imposition ofrestrictions and limitations on,our ability or our subsidiaries by thePRC government to transfer cash.Any limitation on the ability of oursubsidiaries to make payments to us could have a material adverse effecton our ability to conduct our business and might materia

279、lly decrease thevalue of our ClassA Ordinary Shares or cause them to be worthless.You may incur additional costs and procedural obstacles in effectingservice of legal process,enforcing foreign judgments or bringing actionsin HongKong against us or our management named in this prospectus basedon Hong

280、Kong laws.You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we are2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045

281、878/ea0221100-05.htm36/299incorporated under BVI law.82025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm37/299Table of ContentsRisks Relating to our Securities and this OfferingOur C

282、lass A Ordinary Shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is unable to inspect our auditors.The delisting of our ClassAOrdinary Shares,or the threat of their being delisted,may materially andadversely affect the v

283、alue of your investment.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December29,2022,amendingthe HFCAA to require the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor

284、 is not subject toPCAOB inspections for two consecutiveyears instead of three.There has been no public market for our ClassA Ordinary Shares prior tothis Offering,and you may not be able to resell our ClassA OrdinaryShares at or above the price you paid,or at all.We may experience extreme stock pric

285、e volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychanging value of our ClassA Ordinary Shares.Our ClassA Ordinary Shares may be thinly traded and you may be unable tosell at or ne

286、ar ask prices or at all if you need to sell your shares toraise money or otherwise desire to liquidate your shares.You will experience immediate and substantial dilution in the net tangiblebook value of ClassA Ordinary Shares purchased.Shares eligible for future sale may adversely affect the market

287、price ofour ClassA Ordinary Shares,as the future sale of a substantial amountof issued and outstanding Class A Ordinary Shares in the publicmarketplace could reduce the price of our ClassA Ordinary Shares.We have broad discretion in the use of the net proceeds from this Offeringand may not use them

288、effectively.Our existing shareholders that are not included in this registrationstatement will be able to sell their Class A Ordinary Shares aftercompletion of this Offering subject to restrictions under the Rule144.If we cannot satisfy,or continue to satisfy,the initial listingrequirements and othe

289、r rules of Nasdaq Capital Market,although we areexempt from certain corporate governance standards applicable to USissuers as a Foreign Private Issuer,our ClassA Ordinary Shares may notbe listed or may be delisted,which could negatively impact the price ofour ClassA Ordinary Shares and your ability

290、to sell them.We are an“emerging growth company,”and the reduced disclosurerequirements applicable to emerging growth companies may make our ClassAOrdinary Shares less attractive to investors.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as

291、 an emerging growth company.We are a“foreign private issuer”and a BVI company,and our disclosureobligations differ from those of U.S.domestic reporting companies.As aresult,we may not provide you the same information as U.S.domesticreporting companies or we may provide information at different times

292、,which may make it more difficult for you to evaluate our performance andprospects.Further issuances of ClassB Ordinary Shares may result in a dilution ofthe percentage ownership of the existing holders of Class A OrdinaryShares as a total proportion of Ordinary Shares in the Company.Regulatory Deve

293、lopment in the PRCWe are a holding company incorporated in the BVI with all of the operationsconducted by our Operating Subsidiaries in HongKong.We currently do not have,nordo we currently intend to establish,any subsidiaries nor do we plan to enter intoany contractual arrangements to establish a VI

294、E structure with any entity inMainland China.HongKong is a special administrative region of the PRC and the basic policies ofthe PRC regarding Hong Kong are reflected in the Basic Law,which serves as2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.

295、gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm38/299HongKongs constitution.The Basic Law provides HongKong with a high degree ofautonomy and executive,legislative and independent judicial powers,including thatof final adjudication under the principle of“one country,two systems”.

296、Accordingly,we believe that the PRC laws and regulations on92025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm39/299Table of Contentscybersecurity,data security,and the oversight and

297、 control over overseassecurities offerings do not currently have any material impact on our business,financial condition or results of operations.However,there is no assurance thatthere will not be any changes in the economic,political and legal environment inHongKong in the future.We are aware that

298、,in recent years,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin Mainland China with little advance notice,including cracking down on illegalactivities in the securities market,enhancing supervision over Mainland China-base

299、d companies listed overseas using a variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expandingthe efforts in anti-monopoly enforcement.This indicates the PRC governmentsintent to exert more oversight and control over offerings that are conduct

300、edoverseas and/or foreign investments in Mainland China-based issuers.Since thesestatements and regulatory actions are relatively new,it is highly uncertain howsoon the legislative or administrative regulation-making bodies will respond andwhat existing or new laws or regulations or detailed impleme

301、ntations andinterpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations willhave on our daily business operation,its ability to accept foreign investments,and the listing of our Class A Ordinary Shares on a U.S

302、.or other foreignexchanges.These actions could result in a material change in our operations and/orthe value of our Class A Ordinary Shares and could significantly limit orcompletely hinder our ability to offer or continue to offer our ClassA OrdinaryShares to investors.Cybersecurity reviewOn August

303、20,2021,the 30th meeting of the Standing Committee of the 13th NationalPeoples Congress voted and passed the“Personal Information Protection Law of thePeoples Republic of China”,or“PRC Personal Information Protection Law”,whichbecame effective on November1,2021.The PRC Personal Information Protectio

304、n Lawapplies to the processing of personal information of natural persons within theterritory of Mainland China that is carried out outside of Mainland China where(i)such processing is for the purpose of providing products or services fornatural persons within Mainland China,(ii)such processing is t

305、o analyze orevaluate the behavior of natural persons within Mainland China,or(iii)there areany other circumstances stipulated by related laws and administrative regulations.On December24,2021,the CSRC together with other relevant government authoritiesin Mainland China issued the Provisions of the S

306、tate Council on the Administrationof Overseas Securities Offering and Listing by Domestic Companies(Draft forComments),and the Measures for the Filing of Overseas Securities Offering andListing by Domestic Companies(Draft for Comments)(“Draft Overseas ListingRegulations”).The Draft Overseas Listing

307、Regulations require that OverseasIssuance and Listing shall complete the filing procedures of and submit therelevant information to the CSRC.The Overseas Issuance and Listing include directand indirect issuance and listing.Where an enterprise whose principal businessactivities are conducted in Mainl

308、and China seeks to issue and list its shares inthe name of an Overseas Issuer on the basis of the equity,assets,income or othersimilar rights and interests of the relevant Mainland China domestic enterprise,such activities shall be deemed an Indirect Overseas Issuance and Listing under theDraft Over

309、seas Listing Regulations.On December 28,2021,the Cyberspace Administration of China,the CAC,jointly withthe relevant authorities formally published the Measures for Cybersecurity Review(2021)(the“Measures”)which took effect on February 15,2022 and replaced theformer Measures for Cybersecurity Review

310、(2020)issued on July 10,2021.TheMeasures provide that operators of critical information infrastructure purchasingnetwork products and services,and online platform operators carrying out dataprocessing activities that affect or may affect national security(together withthe operators of critical infor

311、mation infrastructure,the“Operators”),shallconduct a cybersecurity review,and that any online platform operator who controlsmore than one million users personal information must go through a cybersecurityreview by the cybersecurity review office if it seeks to be listed in a foreigncountry.The publi

312、cation of the Measures expands the application scope of thecybersecurity review to cover data processors and indicates greater oversight bythe CAC over data security,which may impact our business and this Offering in thefuture.Our Operating Subsidiaries may collect and store data(including certain p

313、ersonalinformation)from their customers,some of whom may be individuals in Mainland2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm40/299China,in connection with our business and o

314、perations and for“Know YourCustomers”purposes.To the Companys best knowledge,we do not expect theMeasures to have an impact on our business,operations or this Offering,given that(i)our Operating Subsidiaries are incorporated in Hong Kong(ii)we have nosubsidiaries,VIE structure nor any direct operati

315、ons in Mainland China,and(iii)pursuant to the Basic Law,which is a national law of the PRC and theconstitutional document for HongKong,national laws of the Mainland China shallnot be applied in HongKong except for those listed in AnnexIII of the Basic Law(which is confined to laws relating to defens

316、e and foreign affairs,as well asother matters outside the autonomy of HongKong).102025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm41/299Table of ContentsThe Company believes that e

317、ach of our Operating Subsidiaries will not be deemed tobe an“Operator”required to file for cybersecurity review before listing in theUnited States,because(i)our Operating Subsidiaries were incorporated inHongKong and operate in HongKong without any subsidiaries or VIE structure inMainland China and

318、each of the Measures,the PRC Personal Information ProtectionLaw and the Draft Overseas Listing Regulations do not clearly provide whether itshall be applied to a company based in Hong Kong;(ii)as of date of thisprospectus,our Operating Subsidiaries have in aggregate collected and storedpersonal info

319、rmation of less than one million users;(iii)all of the data ourOperating Subsidiaries have collected is stored in servers located in HongKong;and(iv)as of the date of this prospectus,our Operating Subsidiaries have notbeen informed by any PRC governmental authority of any requirement that it filesfo

320、r a cybersecurity review or a CSRC review.Therefore,we do not believe we arecovered by the permission requirements from CSRC or CAC.Data Security LawThe PRC Data Security Law(the“Data Security Law”or“DSL”),which waspromulgated by the Standing Committee of the National Peoples Congress onJune10,2021

321、and took effect on September1,2021,requires data collection to beconducted in a legitimate and proper manner,and stipulates that,for the purposeof data protection,data processing activities must be conducted based on dataclassification and hierarchical protection system for data security.According t

322、oArticle 2 of the Data Security Law,DSL applies to data processing activitieswithin the territory of Mainland China as well as data processing activitiesconducted outside the territory of Mainland China which jeopardize the nationalinterest or the public interest of PRC or the rights and interest of

323、 any PRCorganization and citizens.Any entity failing to perform the obligations providedin the Data Security Law may be subject to orders to correct,warnings andpenalties including ban or suspension of business,revocation of business licensesor other penalties.As of the date of this prospectus,we do

324、 not have anyoperations or maintain any office or personnel in Mainland China,and we have notconducted any data processing activities which may endanger the national interestor the public interest of PRC or the rights and interest of any PRC organizationand citizens.Therefore,to the Companys best kn

325、owledge,we do not believe thatthe Data Security Law is applicable to us.CSRC Filing or approvalOn August8,2006,six PRC regulatory agencies jointly adopted the Regulations onMergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&ARules”),which came into effect on September8,2006

326、and were amended on June22,2009.The M&A Rules requires that an offshore special purpose vehicle formed foroverseas listing purposes and controlled directly or indirectly by the PRC Citizensshall obtain the approval of the CSRC prior to overseas listing and trading of suchspecial purpose vehicles sec

327、urities on an overseas stock exchange.Based on ourunderstanding of the Chinese laws and regulations currently in effect at the timeof this prospectus,we will not be required to submit an application to the CSRCfor its approval of this Offering and the listing and trading of our Class AOrdinary Share

328、s on the Nasdaq under the M&A Rules.However,there remains someuncertainty as to how the M&A Rules will be interpreted or implemented,and theopinions summarized above are subject to any new laws,rules and regulations ordetailed implementations and interpretations in any form relating to the M&A Rules

329、.We cannot assure you that relevant PRC government agencies,including the CSRC,would reach the same conclusion.The General Office of the Central Committee of the Communist Party of China and theGeneral Office of the State Council jointly issued the Opinions on StrictlyCracking Down on Illegal Securi

330、ties Activities(“Opinions”),which were madeavailable to the public on July 6,2021.The Opinions emphasized the need tostrengthen the administration over illegal securities activities,and the need tostrengthen the supervision over overseas listings by PRC-based companies.Pursuantto the Opinions,Chines

331、e regulators are required to accelerate rulemaking relatedto the overseas issuance and listing of securities,and update the existing lawsand regulations related to data security,cross-border data flow,and management ofconfidential information.Numerous regulations,guidelines and other measures areexp

332、ected to be adopted under the umbrella of or in addition to the CybersecurityLaw and Data Security Law.As of the date of this prospectus,no official guidanceor related implementation rules have been issued.As a result,the Opinions onStrictly Cracking Down on Illegal Securities Activities remain uncl

333、ear on how theywill be interpreted,amended and implemented by the relevant PRC governmentalauthorities.2025/5/21 15:49sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htmhttps:/www.sec.gov/Archives/edgar/data/2047273/000121390025045878/ea0221100-05.htm42/299On December 24,2021,the CSRC,together with other relevant PRC governmentauthorities issued the Draft Overseas Listing Regul