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1、2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm1/219F-1/A 1 formf-1a.htm F-1/A As filed with the U.S.Securities and Exchange Commission on May 20,2025.Registration No.333-282155 UNITED ST

2、ATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1/AAmendment No.8 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 EMPRO GROUP INC(Exact name of registrant as specified in its charter)Cayman Islands 2844 Not Applicable(State or other jurisdiction ofincorporation or organizatio

3、n)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)21,Jalan 15/23,Tiong Nam Industry Park,40200 Shah AlamSelangor,Malaysia+603 55231983(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Puglisi&As

4、sociates850 Library Avenue,Suite 204Newark,Delaware 19711(302)738-6680(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:Michael T.Campoli,Esq.Pryor Cashman LLP7 Times SquareNew York,NY 10036212-421-4100 Ross Carmel,Esq.Sichenzia Ross Ferenc

5、e Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036212-930-9700 Approximate date of commencement of proposed sale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or co

6、ntinuous basis pursuant to Rule 415 under the SecuritiesAct of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the followingbox and list the Securities Act registration statement number

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

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

9、 registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registranthas elected not to use the extended transiti

10、on period for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act 2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm2

11、/219The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section

12、 8(a)of the Securities Act,or until the registration statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to such Section 8(a),may determine.2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives

13、/edgar/data/2005569/000164117225011736/formf-1a.htm3/219 The information in this preliminary prospectus is not complete and may be changed.We may not sell the securities until the registrationstatement filed with the Securities and Exchange Commission is effective.This preliminary prospectus is not

14、an offer to sell these securitiesand it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MAY 20,2025 1,250,000 Ordinary Shares EMPRO GROUP INC This is an initial public offering of our

15、 ordinary shares,par value$0.0001(“Ordinary Shares”).Prior to this offering,there has been no publicmarket for our Ordinary Shares.We expect the initial public offering price of our Ordinary Shares to be in the range of$4.00 to$4.50 per share.We have reserved the symbol“EMPG”for purposes of listing

16、our Ordinary Shares on the Nasdaq Capital Market and have applied to list ourOrdinary Shares on the Nasdaq Capital Market.It is a condition to the closing of this offering that our Ordinary Shares qualify for listing on anational securities exchange.Investing in our Ordinary Shares involves a high d

17、egree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 12 to read about factors you should consider before buying our Ordinary Shares.Yeoh Chee Wei,our founder,Chief Executive Officer and Chairman of our Board of Directors,is expected to beneficially own

18、 approximately64.7%of our outstanding Ordinary Shares following the completion of this offering(or approximately 63.3%if the underwriters exercise in fulltheir option to purchase additional Ordinary Shares),assuming an initial public offering price of$4.25,which is the midpoint of the estimatedrange

19、 of the initial public offering price shown on the front cover of this prospectus,and total gross proceeds of$5,000,000(without givingeffect to the exercise by the underwriters of their overallotment option).As a result,following the completion of this offering,we will be a“controlled company”within

20、 the meaning of Nasdaqs listing rules.As a“controlled company,”we will be permitted to elect to rely,and mayelect to rely,on certain exemptions from corporate governance requirements,including that:(1)a majority of our board of directors consists of“independent directors”as defined under the rules o

21、f Nasdaq;(2)our board of directors have a compensation committee that is composedentirely of independent directors with a written charter addressing the committee purpose and responsibilities;and(3)our director nominationsbe made,or recommended to the full board of directors,by our independent direc

22、tors or by a nominations committee that is composed entirelyof independent directors and that we adopt a written charter or board resolution addressing the nominations process.Although we do not intendto rely on the“controlled company”exemptions under Nasdaqs listing rules following the completion o

23、f this offering,we could elect to rely onthese exemptions in the future.Also,for as long as Mr.Yeoh beneficially owns a majority of the voting power of our outstanding OrdinaryShares,he will generally be able to control the outcome of matters submitted to our shareholders for approval,including the

24、election ofdirectors,without the approval of our other shareholders.See the risk factors titled“We are controlled by Mr.Yeoh,whose interests in ourbusiness may be different than yours”and“We are a controlled company within the meaning of the Nasdaq listing rules.Although we do notintend to rely on t

25、he controlled company exemptions from certain corporate governance requirements on which we are permitted to rely as aresult of being a controlled company,we could elect to rely on these exemptions in the future.If we do,you will not have the same protectionsafforded to stockholders of companies tha

26、t are subject to such requirements.”,and the sections titled“ManagementControlled CompanyException”and“Principal Shareholders”,for further information.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced public company reportingrequirements.Pl

27、ease read the disclosures beginning on page 38 of this prospectus for more information.Per Share Total WithoutOver-AllotmentOption Total WithOver-AllotmentOption Initial public offering price$Underwriters discounts(1)$Proceeds to our company before expenses$(1)Represents underwriting discounts equal

28、 to 7.5%per Ordinary Share.We have granted a 45-day option to the underwriters to purchase up to an aggregate of 187,500 additional Ordinary Shares,representing 15%ofthe Ordinary Shares sold in the offering,solely to cover over-allotments,if any,at the per share price for this initial public offerin

29、g.If theunderwriters exercise the option in full,the total underwriting discounts will be$and the additional proceeds to us,before expenses,from theexercise of the over-allotment option will be$.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pa

30、y for all of the Ordinary Shares ifany such Ordinary Shares are taken.The underwriters expect to deliver the Ordinary Shares against payment in U.S.dollars in New York,NewYork on or about,2025.Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory

31、 body has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/00016

32、4117225011736/formf-1a.htm4/219 Prospectus dated,2025 2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm5/219 TABLE OF CONTENTS PagePROSPECTUS SUMMARY3THE OFFERING11RISK FACTORS12DISCLOSURE

33、REGARDING FORWARD-LOOKING STATEMENTS38ENFORCEABILITY OF CIVIL LIABILITIES39USE OF PROCEEDS40DIVIDEND POLICY41EXCHANGE RATE INFORMATION42CAPITALIZATION43DILUTION44CORPORATE HISTORY AND STRUCTURE45MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS46INDUSTRY57BUSINESS60

34、REGULATIONS75MANAGEMENT78PRINCIPAL SHAREHOLDERS82RELATED PARTY TRANSACTIONS83DESCRIPTION OF SHARE CAPITAL84SHARES ELIGIBLE FOR FUTURE SALE100MATERIAL INCOME TAX CONSIDERATION102UNDERWRITING109EXPENSES RELATING TO THIS OFFERING116LEGAL MATTERS116EXPERTS116WHERE YOU CAN FIND ADDITIONAL INFORMATION116I

35、NDEX TO FINANCIAL STATEMENTS117 i2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm6/219 About this Prospectus We and the underwriters have not authorized anyone to provide any information o

36、r to make any representations other than those contained inthis prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you.We take no responsibilityfor,and can provide no assurance as to the reliability of,any other information that others may giv

37、e you.This prospectus is an offer to sell onlythe Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.We are not making an offer tosell these securities in any jurisdiction where the offer or sale is not permitted or where the person making th

38、e offer or sale is not qualified to doso or to any person to whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe forOrdinary Shares is made to the public in the Cayman Islands.The information contained in this prospectus is current only

39、as of the date on thefront cover of the prospectus.Our business,financial condition,results of operations,and prospects may have changed since that date.Conventions that Apply to this Prospectus Unless otherwise indicated or the context requires otherwise,references in this prospectus to:“articles o

40、f association”refers to the amended and restated articles of association of the Company which will be adopted prior to theconsummation of this offering;“ASEAN”refers to the Association of Southeast Asian Nations,which includes Brunei Darussalam,Cambodia,Indonesia,Lao PDR,Malaysia,Myanmar,the Philipp

41、ines,Singapore,Thailand and Vietnam.“Clear Days”has the meaning given to that term in the amended and restated articles of association of the Company which will beadopted prior to the consummation of this offering;“EMP Solution”means EMP Solution Sdn.Bhd.“Empro Group”means Empro Group Inc,a Cayman I

42、slands exempted company with limited liability incorporated on November 22,2023.“memorandum and articles of association”refers to the amended and restated memorandum and articles of association of the Companywhich will be adopted prior to the consummation of this offering;“MYR”are to the Malaysian r

43、inggit,the legal currency of Malaysia;“Nasdaq”are to the Nasdaq Stock Market LLC;“NPRA”means the National Pharmaceutical Regulatory Agency,a division of the Ministry of Health of Malaysia.“ODM”means original design manufacturer.“OEM”means original equipment manufacturer.“ordinary resolution”means a

44、resolution passed by a simple majority of the shareholders as,being entitled to do so,vote in person orby proxy at a general meeting of the Company and includes a unanimous written resolution;“Ordinary Shares”are to ordinary shares of Empro Group,par value$0.0001 per share;“Preferred Shares”are to p

45、referred shares of Empro Group,par value$0.0001 per share;“SEC”are to the U.S.Securities and Exchange Commission;“special resolution”means a resolution passed by at least two-thirds of the shareholders as,being entitled to do so,vote in person or byproxy at a general meeting of the Company and inclu

46、des a unanimous written resolution;“U.S.dollars,”“$,”and“dollars”are to the legal currency of the United States;and “we,”“us,”“our,”“our Company,”or the“Company”are to one or more of Empro Group Inc and its subsidiaries,as the case may be.Except as otherwise indicated,all share amounts and per share

47、 amounts in this prospectus have been presented after giving effect to the issuanceof an aggregate of 5,250,000 Ordinary Shares to the existing shareholders of our company on a pro rata basis on January 15,2025.See“Prospectus Our Securities”and“Corporate History and Structure Our Corporate History”f

48、or further details about the aforementionedissuance of our Ordinary Shares.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.We have agreed to pay to the underwriters an underwriting discount equal to(A)7.

49、5%of the total gross proceeds provided by investorsintroduced to our company by the underwriters and(B)4.0%of the total gross proceeds provided by investors who are introduced to ourcompany by our directors and executive officers and their affiliates.All calculations in this prospectus relating to u

50、nderwriting discounts,net2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm7/219proceeds and similar items have been prepared on the basis that the underwriting discount will be 7.5%with res

51、pect to all investors in thisoffering.Empro Group is a Cayman Islands holding company.Our business will be conducted by our subsidiary,EMP Solution Sdn.Bhd.in Malaysiausing MYR.Our financial statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,andliab

52、ilities in our financial statements in U.S.dollars.These dollar references are based on the exchange rate of MYR to U.S.dollars,determinedas of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the value of our assets interms of U.S.d

53、ollars which may result in an increase or decrease in the amount of our obligations(expressed in dollars)and the value of ourassets,including accounts receivable(expressed in dollars).ii2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edga

54、r/data/2005569/000164117225011736/formf-1a.htm8/219 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements included elsewhere in this prospectus.In addition to this summary,we urge you to r

55、ead the entire prospectus carefully,especially therisks of investing in our Ordinary Shares,discussed under“Risk Factors,”before deciding whether to buy our Ordinary Shares.Overview Under the leadership of our founder,Yeoh Chee Wei,our company has steadily and successfully transcended its humble ori

56、gins in the beautyindustry during an operating history that spans nearly two decades.Our business is operated through our wholly-owned Malaysian subsidiary,EMP Solution,which was formed and commenced operations in2005.We have secured exclusive distributorships with original equipment manufacturers i

57、n Asia,which enable us to distribute and market ourhealthcare and beauty products throughout the ASEAN region and in Europe.Currently,we have established a presence in Thailand,Singapore,Indonesia,and several European countries(Denmark,Norway,Sweden,Finland and Switzerland),where we market medical f

58、ace masks.Our future plans include expanding our product offerings to include cosmeticsand skincare in these regions.Our flagship product offerings include our proprietary triangular eyebrow pencils,with the red edition standing as our signature beauty product.Our eyebrow pencil product offerings ar

59、e being enhanced with the launch of our Premio brand,which is targeted towards live shoppingexperiences and offers a unique appeal to consumers,and our Mios brand,which caters to a younger demographic with its affordable pricingand vibrant,colorful design.We take immense pride in our surgical face m

60、ask products,which we began to market in 2020 during the height of COVID-19 pandemic.Ourmasks feature patented Aerofit technology that effectively seals gaps beside the mask,thereby providing enhanced protection against airborneviruses.We have also recently launched SpaceLift,a potent skincare solut

61、ion infused with 12 key botanical ingredients that delivers an instant liftingeffect to the skin.Our beauty and healthcare products are readily available both online and in our physical stores.Our retail outlets of which there are currentlyfour serve as hubs for customers to experience our product r

62、ange firsthand.In addition to our own retail outlets,we have established a robust distribution network through various channels.We distribute our products viabusiness-to-business(B2B)channels,with significant volumes going to major retailers such as Watsons(the flagship health and beauty brand ofAS

63、Watson Group),a leading retailer in the ASEAN region with over 700 stores throughout Malaysia and,globally,operating 8,000 stores andmore than 1,500 pharmacies in 15 Asian,European and Middle-East markets,and Sasa,one of the leading cosmetics retailing groups in Asiawith over 60 locations throughout

64、 Malaysia as well as a robust online presence,with each of whom we have entered into definitive distributionagreements,as further described in this prospectus.Furthermore,our products are accessible to online shoppers through platforms maintained byShopee and Lazada,as well as our own online platfor

65、ms(empro.my),ensuring convenience and accessibility to a wide audience.Our comprehensive approach to marketing and distribution is designed to ensure that our products are readily available to consumers acrossvarious touchpoints,whether they prefer the convenience of online shopping or the personali

66、zed experience of visiting our physical stores.Our accomplishments reflect a commitment to providing safe,professional-grade products of uncompromising quality.We take pride in ourability to adapt and respond swiftly to dynamic market needs,positioning our company as a versatile and forward-thinking

67、 enterprise.Augmented by an effective B2B distribution strategy and enduring partnerships,our success is further bolstered by a robust presence in bothphysical and digital retail spaces.Specifically,our products are currently sold in our four(4)retail locations in Malaysia and the retail locationsof

68、 our distribution partners,such as Watsons(the flagship health and beauty brand of AS Watson Group),a leading retailer in the ASEAN regionwith over 700 stores throughout Malaysia and,globally,operating 8,000 stores and more than 1,500 pharmacies in 15 Asian,European andMiddle-East markets,and Sasa,o

69、ne of the leading cosmetics retailing groups in Asia with over 60 locations throughout Malaysia as well as arobust online presence,and our products are also available via our own online platforms,as well as platforms maintained by Watsons,Sasa,Shopee,Lazada and our other distribution partners.This c

70、omprehensive approach ensures broad market coverage and accessible customer reach.We believe that this multifaceted strategic synergy will remain pivotal in securing sustained success and a prominent industry position as wenavigate into the future.For the fiscal years ended December 31,2024,2023 and

71、 2022,our total revenue was approximately$5.48 million,$3.70 million and$10.82million,respectively,our revenue from our health care business segment was approximately$2.12 million,$3.32 million and$10.55 million,respectively,and our revenue from our cosmetics and skin care business segment was appro

72、ximately$3.36 million,$0.38 million and$0.27million,respectively.Also,for the fiscal year ended December 31,2024 we had a net profit of approximately$0.75 million,and for the fiscalyear ended December 31,2023 we experienced a net loss of approximately$0.32 million.The increase in our total revenue f

73、or the fiscal yearended December 31,2024 as compared to the fiscal year ended December 31,2023 was due to the strong growth in our cosmetics and skin carebusiness segment,including the launch of our SpaceLift skincare product at the end of 2023.The decrease in our total revenue for the fiscal yearen

74、ded December 31,2023 as compared to the fiscal year ended December 31,2022 was due to a reduction in sales of medical masks,COVID-19 test kits and related products in 2023 as a result of decreased demand arising from a marked reduction in COVID-19 cases.See“Managements Discussion and Analysis of Fin

75、ancial Condition and Results of Operations Results of Operations”.Competitive Advantages2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm9/219 We believe that the following competitive stre

76、ngths have contributed to our success and differentiated us from our competitors:we boast a rich brand history spanning over 19 years,during which we have established ourselves as a trusted name in the beauty andhealthcare industry;we have a track record of consistently delivering safe,efficacious a

77、nd innovative beauty and healthcare products;we have received numerous accolades and awards for our outstanding contributions to the beauty and healthcare industry(See“Business Competitive Advantages Awards”on page 63 of this prospectus);32025/5/21 15:39sec.gov/Archives/edgar/data/2005569/0001641172

78、25011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm10/219 our marketing strategy is adaptable,designed to evolve in response to local market dynamics;there is an expanding market for our products;our anticipated revenue diversification following the in

79、troduction of our new products in our beauty segment enhances our financialresilience;we have developed strong relationships with partners,regulators and government agencies;and we boast a robust and experienced management team comprised of dynamic professionals with diverse backgrounds,including ou

80、rfounder,Mr.Yeoh.Growth Strategies We intend to develop our business and strengthen brand loyalty by implementing the following strategies:expanding our product offerings and developing new products,such as the products offered under our new Premio and Mios brands andour new SpaceLift skincare produ

81、ct;expanding into new markets and territories within ASEAN and Europe;and investing in new technologies.Summary of Risk Factors Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before makingan investment in our Ordina

82、ry Shares.Below please find a summary of the principal risks we face,organized under relevant headings.Theserisks are discussed more fully in the section titled“Risk Factors.”Risks Related to Our Business and Industry Risks and uncertainties related to our business include,but are not limited to,the

83、 following:We operate in a dynamic healthcare and beauty industry and have a limited operating history.Our historical results of operations andfinancial performance may not be indicative of future performance.The healthcare industry and the beauty industry are highly competitive.If we are unable to

84、compete effectively,we may lose ourmarket share and our business,results of operations and financial condition may be materially and adversely affected.Our success is dependent on the continued popularity of our healthcare and beauty products and our ability to anticipate and respond tochanges in th

85、e healthcare and beauty industry trends and consumer preferences and behavior in a timely manner.Our total revenue,and the revenue generated by our healthcare business segment,decreased considerably during the 2023 fiscal yeardue to a marked reduction in COVID-19 cases.There can be no assurance that

86、 revenue from our healthcare business segment do notcontinue to decrease,or that revenue from our other business segments increase sufficiently to offset the adverse effects of a decrease inrevenue from our health care business segment.Our new product introductions may not be as successful as we ant

87、icipate,which could have a material adverse effect on our business,prospects,financial condition,and results of operations.Our business depends,in part,on the quality,effectiveness and safety of our healthcare and beauty products.We may not be able to successfully implement our growth strategy.We ma

88、y be unable to manage our growth effectively or efficiently.We may not be able to maintain profitability in the future.42025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm11/219 We rely on th

89、ird-party e-commerce platforms to sell our products online,and if the services or operations of such platform areinterrupted or if our cooperation with such platforms terminates,deteriorates or becomes more costly,our business and results ofoperations may be materially and adversely affected.The sal

90、e of counterfeit product may affect our reputation and profitability.Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products oradequately manage our inventory.Our business and prospects depend on our ability to build our brands and re

91、putation,which could be harmed by negative publicity withrespect to us,our products and operations,our management,or other business partners.The market for beauty products in Malaysia and Southeast Asia is continuously evolving and may not grow as quickly as expected,orat all,which could negatively

92、affect our business and prospects.Changes to the pricing of our healthcare and beauty products could adversely affect our results of operations.We have incurred significant costs for a variety of sales and marketing efforts,including mass advertising and heavy promotions toattract customers through

93、multiple channels.If we are unable to conduct our sales and marketing efforts in a cost-effective and efficientmanner,our results of operations and financial condition may be materially and adversely affected.We rely on a limited number of ODM/OEM and packaging supply partners to produce our product

94、s.The loss of one or more of theseODM/OEM and packaging supply partners,business challenges at one or more of these ODM/OEM and packaging supply partners,orany failure on their part to produce products that are consistent with our standards or in accordance with contractual or regulatoryrequirements

95、 could harm our brand,cause consumer dissatisfaction,and result in material adverse impact on our business and results ofoperations.We and our ODM/OEM and packaging supply partners are susceptible to supply shortages and interruptions,long lead times,and pricefluctuations for raw materials and ingre

96、dients,any of which could disrupt our supply chain and have a material adverse impact on ourresults of operations.Our business is subject to complex and evolving product safety laws,regulations and standards.If we fail to comply with these laws,regulations and safety standards or our products otherw

97、ise have defects,we may be required to recall products and may face penaltiesand product liability claims,either of which could result in unexpected costs and damage our reputation.Complying with numerous health,safety and environmental regulations is both complex and costly.We may be subject to exp

98、ort and import control laws and regulations that could impair our ability to compete in international marketsor subject us to liability if we violate such laws and regulations.Fluctuations in exchange rates in the MYR could adversely affect our business and the value of our securities.Malaysia is ex

99、periencing inflationary pressures,which may prompt the government to take action to control the growth of the economyand inflation that could lead to a significant decrease in our profitability.If inflation increases significantly in ASEAN countries,our business,results of operations,financial condi

100、tion and prospects could bematerially and adversely affected.We rely on third-party service providers for logistics services.If these service providers fail to provide reliable services,our businessand reputation may be adversely affected.Our delivery,return and exchange policies may adversely affec

101、t our results of operations.Failure to maintain or renew our current leases or locate desirable alternatives for our facilities could materially and adversely affectour business.Expansion into international markets will expose us to significant risks.52025/5/21 15:39sec.gov/Archives/edgar/data/20055

102、69/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm12/219 An economic downturn may adversely affect consumer discretionary spending and demand for our products and services.We collect,store,process and use a variety of customer data and in

103、formation for analysis of the changing consumer preferences andfashion trends,and we are required to comply with applicable laws relating to privacy,personal information,data security andcybersecurity.The improper use or disclosure of data could have a material and adverse effect on our business and

104、 prospects.Complying with data protection laws,which are constantly evolving,can be costly and can attract negative publicity.Any security and privacy breach may lead to leak and unauthorized disclosure of data and information we aggregate,which may hurtour brand image,our business and results of op

105、erations.If our proprietary data analytics algorithms for consumer preference prediction and content recommendation are flawed or ineffective,our trend prediction and customer acquisition abilities could be harmed.We are dependent on information technology,and if we are unable to protect against ser

106、vice interruptions,data corruption,cyber-basedattacks or network security breaches,our operations could be disrupted.If we fail to maintain and upgrade our information technology systems,it may have a material adverse effect on our business,financialcondition and results of operations.Compliance wit

107、h Malaysias Personal Data Protection Act 2010,Personal Data Protection Order 2013,and any such existing or futuredata-privacy related laws,regulations,and governmental orders may entail significant expenses and could materially affect ourbusiness.Real or perceived inaccuracies in our operating metri

108、cs may harm our reputation and negatively affect our business.The payment methods that we accept subject us to third-party payment-related risks and other risks.Our ability to enrich our content offerings could be substantially impaired if we fail to cooperate with third-party content providers orfa

109、il to attract or retain high quality in-house writers and editors.If our cash from operations is not sufficient to meet our current or future operating needs and expenditures,our business,financialcondition and results of operations may be materially and adversely affected.We may be subject to infri

110、ngement claims of intellectual property rights or other rights of third parties,which may be expensive todefend and may disrupt our business and operations.If we are unable to protect our intellectual property,the value of our brands and other intangible assets may be diminished,and ourbusiness may

111、be adversely affected.Our employees or business partners or other parties with whom we maintain business relationships may engage in misconduct or otherimproper activities,which may disrupt our business,hurt our reputation and results of operations.If we fail to obtain and maintain the requisite lic

112、enses,permits,registrations and filings applicable to our business,or fail to obtainadditional licenses,permits,registrations or filings that become necessary as a result of new enactment or promulgation of governmentpolicies,laws or regulations or the expansion of our business,our business and resu

113、lts of operations may be materially and adverselyaffected.Our acquisition activities and other strategic transactions may present managerial,integration,operational and financial risks,whichmay prevent us from realizing the full intended benefit of the acquisitions we undertake.Our quarterly operati

114、ng results may fluctuate due to seasonality and other factors,which makes our results of operations difficult topredict and may cause our quarterly results of operations to fall short of expectations.Disruptions in the financial markets and economic conditions could affect our ability to raise capit

115、al.62025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm13/219 Any catastrophe,including natural catastrophes,health epidemics and other outbreaks and extraordinary events,could disrupt ourbus

116、iness operation.The continued and collaborative efforts of our senior management and key employees are crucial to our success,and our business maybe harmed if we lose their services.We may from time to time become a party to litigation,legal disputes,claims or administrative proceedings that may mat

117、erially andadversely affect us.Our performance is dependent on the performance of the economy and consumer spending patterns in the countries in which weoperate.Our financial performance is subject to political,economic,social,regulatory and other developments in the countries in which weoperate.Ris

118、ks Relating to this Offering and the Trading Market There has been no public market for our Ordinary Shares prior to this offering,and you may not be able to resell our Ordinary Shares ator above the price you pay for them,or at all.The market price of our Ordinary Shares may be volatile or may decl

119、ine regardless of our operating performance,and you may not beable to resell your shares at or above the initial public offering price.You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.If securities or industry analysts cease to publis

120、h research or reports about our business,or if they adversely change theirrecommendations regarding our Ordinary Shares,the market price for the Ordinary Shares and trading volume could decline.Techniques employed by short sellers may drive down the market price of our Ordinary Shares.We currently d

121、o not expect to pay dividends in the foreseeable future,and you must rely on price appreciation of our Ordinary Sharesfor return on your investment.Substantial future sales or perceived potential sales of our Ordinary Shares in the public market could cause the price of our OrdinaryShares to decline

122、.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we are incorporated under Cayman Islands law.Certain judgments obtained against us by our shareholders may not be enforceable.Because we are a foreign private iss

123、uer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have less protection than you would have if we were a domestic issuer.If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market,our securities may be

124、delisted,which could negatively impact the price of our securities and your ability to sell them.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certainprovisions applicable to U.S.domestic public companies.72025/5/21 15:39sec.gov

125、/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm14/219 If we are classified as a passive foreign investment company,United States taxpayers who own our Ordinary Shares may have adverseUnited States federal inco

126、me tax consequences.We will incur substantial increased costs as a result of being a public company.If we fail to implement and maintain an effective system of internal controls,we may fail to meet our reporting obligations or be unableto accurately report our results of operations or prevent fraud,

127、and investor confidence and the market price of our Ordinary Shares maybe materially and adversely affected.Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may notenhance our results of operations or the price of our Ordinary

128、 Shares.We are an“emerging growth company”within the meaning of the Securities Act,and if we take advantage of certain exemptions fromdisclosure requirements available to emerging growth companies,this will make it more difficult to compare our performance withother public companies.Because we are a

129、n“emerging growth company,”we may not be subject to requirements that other public companies are subject to,which could affect investor confidence in us and our Ordinary Shares.Our pre-IPO shareholders will be able to sell their shares after the completion of this offering subject to restrictions un

130、der Rule 144under the Securities Act,which could impact the trading price of our Ordinary Shares.Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them uponredemption of their shares.We are controlled by a single shareholder,whose i

131、nterest in our business may be different than yours.We are a“controlled company”within the meaning of The Nasdaq Capital Market or,Nasdaq,listing rules.Although we do not intendto rely on the controlled company exemptions from certain corporate governance requirements on which we are permitted to re

132、ly as aresult of being a controlled company,we could elect to rely on these exemptions in the future.If we do,you will not have the sameprotections afforded to stockholders of companies that are subject to such requirements.We may not have sufficient funds to satisfy indemnification claims of our di

133、rectors and officers.Our Securities On January 15,2025,in order to align the capitalization of our company with the terms of our initial public offering as described in thisprospectus,we issued an aggregate of 5,250,000 Ordinary Shares to the existing shareholders of our company on a pro rata basis

134、for a purchaseprice equal to$0.0001 per share.We issued the shares pursuant to written resolutions of the sole director dated January 15,2025 and anApplication for Ordinary Voting Shares from each of our existing shareholders,the form of which is attached as Exhibit 10.16 to the registrationstatemen

135、t of which this prospectus forms a part.Immediately following such issuance,there are 6,750,000 Ordinary Shares of our companyissued and outstanding,which shares are held by our existing shareholders in the same proportions as were our Ordinary Shares immediatelyprior to such issuance.Corporate Info

136、rmation Our principal executive offices are located at 21,Jalan 15/23,Tiong Nam Industry Park,40200 Shah Alam,Selangor,Malaysia,and our phonenumber is+603 55231983.Our registered office in the Cayman Islands is located at the offices of c/o Ogier Global(Cayman)Limited,whosephysical and postal addres

137、s is 89 Nexus Way,Camana Bay,Grand Cayman,Cayman Islands KY1-9009,and the phone number of our registeredoffice is 345-949-9876.We maintain a corporate website at https:/www.empro.my.The information contained in,or accessible from,ourwebsite or any other website does not constitute a part of this pro

138、spectus.Our agent for service of process in the United States is Puglisi&Associates.Corporate Structure We are a Cayman Islands exempted company with limited liability incorporated on November 22,2023.Exempted companies are CaymanIslands companies conducting business mainly outside the Cayman Island

139、s and our affairs are governed by our memorandum and articles ofassociation and the Companies Act(Revised)of the Cayman Islands(as the same may be amended from time to time,the“Cayman CompaniesAct”).As of the date of this prospectus,all of the outstanding equity interests of EMP Solution are owned b

140、y Empro Group,with 5,130,000 OrdinaryShares(76.0%of the outstanding Ordinary Shares)of Empro Group held by Mr.Yeoh and the remaining 1,620,000 outstanding Ordinary Shares(24.0%of the outstanding Ordinary Shares)held by six non-controlling shareholders of Empro Group,including an entity that is 50%ow

141、ned bythe spouse of Mr.Chin,our Chief Operating Officer and a member of our Board of Directors.Upon completion of this offering based on aproposed number of 1,176,470 Ordinary Shares being offered(assuming an initial public offering price of$4.25,which is the midpoint of theestimated range of the in

142、itial public offering price shown on the front cover of this prospectus,and total gross proceeds of$5,000,000),assuming no exercise of the underwriters over-allotment option,all of the outstanding equity interests of EMP Solution will be owned byEmpro Group,with the outstanding Ordinary Shares of Em

143、pro Group being held by the following:Mr.Yeoh-(5,130,000)Ordinary Shares,thepre-IPO non-controlling shareholders of Empro Group-(1,620,000)Ordinary Shares,and the public shareholders of Empro Group who2025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.go

144、v/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm15/219purchase Ordinary Shares in this offering-(1,176,470)Ordinary Shares.For more details on our corporate history,please refer to“CorporateHistory and Structure.”82025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/for

145、mf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm16/219 Implications of Our Being an“Emerging Growth Company”As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in theJumpstart Our

146、Business Startups Act of 2012,or the“JOBS Act.”An“emerging growth company”may take advantage of reduced reportingrequirements that are otherwise applicable to larger public companies.In particular,as an emerging growth company,we:may present only two years of audited financial statements and only tw

147、o years of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements andanalyzing how those elements fit with our principles and objectives,whi

148、ch is commonly referred to as“compensation discussion andanalysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control overfinancial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding

149、advisory vote from our shareholders on executive compensation or golden parachutearrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and c

150、hief executiveofficer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBSAct;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annu

151、al report on Form 20-F following the effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-in periods for theadoption of new or revised financial accounting standards under 107 of the JOBS Act

152、.Our election to use the phase-in periods may make itdifficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have optedout of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-

153、described reduced reporting requirements and exemptions until we no longer meet thedefinition of an emerging growth company.The JOBS Act provides that we would cease to be an“emerging growth company”at the end of thefiscal year in which the fifth anniversary of our initial sale of common equity purs

154、uant to a registration statement declared effective under theSecurities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.235 billion in annual revenue,have more than$700million in market value of our Ordinary Shares held by non-affiliates,or issue more than$1 billion in pri

155、ncipal amount of non-convertible debtover a three-year period.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).Assuch,we are exempt from certain provisions applicable to United States

156、 domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous than the rules thatapply to domestic pub

157、lic companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;92025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm17/219 we are ex

158、empt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under th

159、e Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.We will be required to file a

160、n annual report on Form 20-F within four months of the end of each fiscal year.Press releases relating to financialresults and material events will also be furnished to the SEC on Form 6-K.However,the information we are required to file with or furnish tothe SEC will be less extensive and less timel

161、y compared to that required to be filed with the SEC by U.S.domestic issuers.As a result,you maynot be afforded the same protections or information that would be made available to you were you investing in a U.S.domestic issuer.The Nasdaq listing rules provide that a foreign private Issuer may follo

162、w the practices of its home country,which for us is the Cayman Islands,rather than the Nasdaq rules as to certain corporate governance requirements,including the requirement that the issuer have a majority ofindependent directors,the audit committee,compensation committee,and nominating and corporat

163、e governance committee requirements,therequirement to disclose third-party director and nominee compensation,and the requirement to distribute annual and interim reports.A foreignprivate issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose i

164、n its annual reports filed withthe SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements.Although we do not currently intend to take advantage of these exceptions to the Nasdaq corporate governance rules,we may in the

165、future takeadvantage of one or more of these exemptions.See“Risk FactorsRisks Relating to this Offering and the Trading MarketBecause we are aforeign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S.issuers,you will have lessprotection than you would

166、 have if we were a domestic issuer.”102025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm18/219 THE OFFERING Securities offered by us 1,250,000 Ordinary Shares(calculated based on an initial

167、public offering price of$4.00,the lowpoint of the estimated range of the initial public offering price shown on the front cover of thisprospectus).Over-allotment option We have granted the underwriters an option,exercisable for 45 days from the date of thisprospectus,to purchase up to an aggregate o

168、f 187,500 additional Ordinary Shares,representing15%of the Ordinary Shares sold in the offering,at the initial public offering price,lessunderwriting discounts.Price per Ordinary Share We currently estimate that the initial public offering price will be in the range of$4.00 to$4.50per Ordinary Share

169、.Ordinary Shares outstanding prior tocompletion of this offering 6,750,000 Ordinary SharesSee“Description of Share Capital”for more information.Ordinary Shares outstandingimmediately after this offering 8,000,000 Ordinary Shares assuming no exercise of the underwriters over-allotment option 8,187,50

170、0 Ordinary Shares assuming full exercise of the underwriters over-allotment option Listing We have applied to have our Ordinary Shares listed on the Nasdaq Capital Market.Proposed Ticker symbol“EMPG”Transfer Agent Continental Stock Transfer&Trust Company.Use of proceeds We intend to use the proceeds

171、 from this offering for working capital,market penetration anddevelopment,operating expenses and transaction expenses.See“Use of Proceeds”on page 40 formore information.Lock-up All of our directors and executive officers and any other holders of five percent(5%)or more ofour Ordinary Shares on an as

172、-converted basis have agreed,subject to certain exceptions,not tosell,transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securitiesconvertible into or exercisable or exchangeable for our Ordinary Shares for a period of 180 daysafter the closing of this offering;provided,that

173、 the foregoing restrictions shall only apply for aperiod of ninety(90)days from the closing of this offering with respect to 50%of the securitiesbeneficially owned by each such person on the date of the closing of this offering.See“SharesEligible for Future Sale”and“Underwriting”for more information

174、.Risk factors The Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors”beginning on page 12 for a discussion of factors to consider before deciding to invest in ourOrdinary Shares.Controlled company Yeoh Chee Wei,our founder,Chief Executive Officer and Chairman o

175、f our Board of Directors,isexpected to beneficially own approximately 64.7%of our outstanding Ordinary Shares followingthe completion of this offering(or approximately 63.3%if the underwriters exercise in full theiroption to purchase additional Ordinary Shares),assuming an initial public offering pr

176、ice of$4.25,which is the midpoint of the estimated range of the initial public offering price shown on the frontcover of this prospectus,and total gross proceeds of$5,000,000(without giving effect to theexercise by the underwriters of their overallotment option).As a result,following the completiono

177、f this offering,we will be a“controlled company”within the meaning of Nasdaq rules.As a“controlled company,”we will be permitted to elect to rely,and may elect to rely,on certainexemptions from corporate governance requirements,including that:(1)a majority of our boardof directors consists of“indepe

178、ndent directors”as defined under the rules of Nasdaq;(2)ourboard of directors have a compensation committee that is composed entirely of independentdirectors with a written charter addressing the committee purpose and responsibilities;and(3)ourdirector nominations be made,or recommended to the full

179、board of directors,by our independentdirectors or by a nominations committee that is composed entirely of independent directors andthat we adopt a written charter or board resolution addressing the nominations process.Althoughwe do not intend to rely on the“controlled company”exemptions under Nasdaq

180、s listing rulesfollowing the completion of this offering,we could elect to rely on these exemptions in the future.Further,for as long as Mr.Yeoh beneficially owns a majority of the voting power of ouroutstanding Ordinary Shares,he will generally be able to control the outcome of matterssubmitted to

181、our shareholders for approval,including the election of directors,without theapproval of our other shareholders.See“ManagementControlled Company Exception.”112025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/0001641172250

182、11736/formf-1a.htm19/219 RISK FACTORS An investment in our Ordinary Shares involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you shouldconsider carefully the risks described below,together with all of the other information set forth in this prospectus,including

183、the section titled“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our financial statements and related notes.Ifany of these risks actually occurs,our business,financial condition,results of operations,or cash flow could be materially and adverselyaffected,wh

184、ich could cause the trading price of our Ordinary Shares to decline,resulting in a loss of all or part of your investment.The risksdescribed below and discussed in other parts of this prospectus are not the only ones that we face.Additional risks not presently known to us orthat we currently deem im

185、material may also affect our business.You should only consider investing in our Ordinary Shares if you can bear therisk of loss of your entire investment.Risks Relating to our Business and Industry We operate in the dynamic healthcare and beauty industry and have an evolving operating history.Our hi

186、storical results of operations andfinancial performance may not be indicative of future performance.Our wholly-owned Malaysian subsidiary EMP Solution started operations in 2005.As a company with an evolving operating history andbusiness strategy,our historical growth may not be indicative of our fu

187、ture performance.We may not be successful in executing our growthstrategy,and even if we achieve our strategic plan,we may not be able to sustain profitability.In future periods,our revenue,whether in one orboth of our business segments,or with respect to our business as a whole,could decline or gro

188、w more slowly than we expect.We may also incursignificant losses in the future for a number of reasons,including the materialization of the following risks and other risks described in ourprospectus,as well as unforeseen difficulties,complications,delays,and other unknown factors:(a)We may be unsucc

189、essful in predicting and capturing healthcare and beauty industry trends and consumer preferences;(b)We may be unable to introduce new healthcare and beauty products that appeal to consumers;(c)We may be unsuccessful in protecting or enhancing the recognition and reputation of our healthcare and bea

190、uty brands;(d)We may be unsuccessful in competing for market share with our existing or new competitors;(e)The ability of our third-party suppliers,manufacturers,and logistics providers to produce and deliver our healthcare and beauty products ina timely manner and in accordance with ever-changing c

191、ustomer expectations could be disrupted;(f)We may fail to adjust our sales and marketing strategies fast enough to keep up with consumers behavioral changes in using the internetand mobile devices;(g)We may not be able to maintain and improve our customer experience;(h)We may experience service inte

192、rruptions,data corruption,cyber-based attacks,or network security breaches,which may result in thedisruption of our operating systems or the loss of confidential information of our consumers;(i)We may be unable to retain key members of our senior management team or attract and retain other qualified

193、 personnel;and (j)We may fail to successfully implement our new business initiatives,especially expansion into new offerings or new business lines in whichwe have limited or no prior experience.122025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Arc

194、hives/edgar/data/2005569/000164117225011736/formf-1a.htm20/219 There is no certainty in our ability to successfully navigate the various risks and challenges that may arise in the future.Such events have thepotential to significantly and negatively impact our business,operational results,and financi

195、al health.These risks could lead to a decrease in ourcustomer base.They might also result in a decline in our net sales growth,adversely influencing our profit margins.If we are unable to maintainour growth in net sales or enhance our profit margins,it could seriously affect our business,financial s

196、tatus,and operational outcomes.Therefore,it is essential to understand that any growth in net sales that we may have experienced in the past does not necessarily predict similarresults in the future.The healthcare and beauty industry are highly competitive.If we are unable to compete effectively,we

197、may lose our market share and ourbusiness,results of operations and financial condition may be materially and adversely affected.In the fiercely competitive healthcare and beauty industry,we confront substantial rivalry from both national and international entities,includinglarge multinational consu

198、mer product companies that boast diverse portfolios in healthcare and beauty brands.This competition landscape isinfluenced by a spectrum of factors such as product launches,pricing strategies,product quality,brand recognition,innovation,and robustmarketing campaigns.Many of our competitors wield su

199、bstantial financial,technical,and marketing resources,coupled with extensiveoperational histories,and broader customer bases,enabling them to swiftly adapt to market change.Despite our distinctive business model,bothestablished and emerging industry players may alter their strategies to directly cha

200、llenge our market foothold.They might tailor theirapproaches,targeting younger demographics or employing aggressive pricing strategies.Given their wide-reaching networks and strong brand presence,securing the loyalty of our existing customer base is not guaranteed.In responseto competitive pressures

201、,competitors might engage in price competition,prompting potential price reductions that could impact our profitmargins.The unpredictability surrounding competitors actions,the advent of new market entrants,and technological advancements coupledwith their effective marketing strategies pose challeng

202、es that can impede our growth trajectory.Sustaining our competitiveness requiresleveraging our brand strength,proactive identification and response to healthcare and beauty industry trends,robust marketing initiatives,innovation strategies,a diverse array of product offerings,and optimized operation

203、s efficiency,including supply chain management.Expansioninto emerging markets remains integral to fortifying our market position.Failing to uphold our competitive edge could potentially lead tosignificant ramifications for our market standing,operational performance,and financial resilience.Our succ

204、ess is dependent on the continued popularity of our healthcare and beauty products and our ability to anticipate and respond tochanges in the healthcare and beauty industry trends and consumer preferences and behavior in a timely manner.The ongoing success of our business hinges on our ability to co

205、nsistently offer high-quality healthcare and beauty products aligned with ever-evolving industry and consumer trends.The dynamic nature of this sector,heavily influenced by fashion trends and shifting consumer behaviorsamplified by rapid social and digital media growth,necessitates continuous innova

206、tion and agile responses.Beyond product innovation,oursuccess is contingent upon our ability to leverage technological advancements,embracing digital transformations that personalize customerengagement and harness data for strategic marketing initiatives.Our continued success relies on our products

207、ability to resonate with a diverse consumer base characterized by constantly shifting preferencesand behaviors.While we have adeptly anticipated and addressed these changes in the past,and we believe we are currently doing so with thelaunches of our Premio and Mios brands and our SpaceLift skincare

208、product,we cannot assure consistent foresight,especially as we expand ourcustomer reach and product range.Failing to adeptly adapt to these changes could impact product acceptance,growth opportunities,competitivestrategies,and inventory management,potentially harming our brand image and customer loy

209、alty,ultimately affecting our business andprospects negatively.Our total revenue,and the revenue generated by our healthcare business segment,continued to decline in the 2024 fiscal year due to theongoing reduction in demand for healthcare products.While we have shifted focus toward our cosmetics an

210、d skin care segment,there is noassurance that revenue from our healthcare business segment will not continue to decrease or that growth in our cosmetics and skin caresegment will be sufficient to offset the adverse effects of a decrease in revenue from our health care business segment.Our total reve

211、nue increased by$1,787,941,or 48.37%,to$5,484,664 for the fiscal year ended December 31,2024.This increase was primarilydriven by the strong growth in our cosmetics and skin care business segment,offsetting the continued decline in revenue from our health caresegment.Revenue from our health care bus

212、iness segment decreased further by$1,189,073,or 35.85%,from$3,316,800 in the fiscal year endedDecember 31,2023,to$2,127,727 in the fiscal year ended December 31,2024.The reduction in healthcare product sales aligns with the globalimprovement in COVID-19 conditions and shifting market demand,leading

213、to our strategic focus on higher-margin cosmetic and skin careproducts.Revenue from our cosmetics and skin care business segment increased significantly by$2,977,014,or approximately 783.58%,from$379,923 in fiscal year 2023 to$3,356,937 in fiscal year 2024.This growth was driven by the recently succ

214、essful launch of our SpaceLiftskincare product at the end of fiscal year 2023.While our shift to cosmetics and skin care has fueled revenue growth,the long-term success ofthis transition remains uncertain.If demand for our new skin care products does not continue to grow as anticipated or if we face

215、 increasedcompetition,our business,financial condition,and results of operations may be materially adversely affected.132025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm21/219 Our new produ

216、ct introductions may not be as successful as we anticipate,which could have a material adverse effect on our business,prospects,financial condition,and results of operations.The rapidly changing fashion,healthcare,and beauty trends,along with shifting consumer preferences,have forced us to adapt by

217、continuouslydeveloping,producing,and marketing new products.We also focus on enhancing our brand recognition and shortening our product developmentand supply chain cycles.Our ongoing success relies on our ability to efficiently respond to healthcare and beauty industry trends,consumerpreferences,and

218、 attitudes.Failing to consistently develop appealing new products could negatively impact our net revenues and margins.While we have an established process for developing and validating new product concepts,launching new products,including our new Premioand Mios brands and our new SpaceLift skincare

219、 product,always carries risks.These risks include potential lower-than-expected acceptanceamong customers,issues related to pricing,or challenges in our marketing strategies.Introducing products to new customer groups,as we areseeking to do with Premio and Mios,can be less successful due to limited

220、insights into their preferences,trends,and behaviors.Delays ordifficulties with suppliers or manufacturers can also limit our ability to launch new products.Additionally,the introduction of new products mayimpact the sales of existing ones and place a strain on our resources.Inventory management and

221、 delivery quality can affect the sales of newproducts,and we may encounter shortages or delivery issues.Any of these challenges could hinder our ability to achieve our sales goals,impacting our business and financial condition negatively.As part of our ongoing strategy,we plan to introduce new produ

222、cts in our existing categories and expand into new ones where we may havelimited experience.The success of these product launches in new categories,including our new Premio and Mios brands and our new SpaceLiftskincare product,could be affected by our limited experience introducing products in new c

223、ategories,competition,or other risks described inthis prospectus.Expanding into new product categories may also bring operational and financial constraints,potentially hindering our success.Failing to introduce successful products in both traditional and adjacent categories could significantly impac

224、t our business,financial condition,and results.Our business depends,in part,on the quality,effectiveness and safety of our healthcare and beauty products.A decline in consumer confidence in the ingredients used in our healthcare and beauty products,whether related to concerns aboutcontamination,safe

225、ty,quality,or the inclusion of prohibited or restricted substances,could result in reputational damage to our brands and leadconsumers to choose alternative products.Allegations of safety issues or contamination,even if unfounded,may necessitate significant resourceallocation for response efforts an

226、d could occasionally lead to product recalls in markets where the affected products were distributed.Theseincidents or recalls have the potential to adversely affect our profitability and brand reputation.If our products are considered defective,unsafe,or fall short of meeting consumer expectations,

227、it could damage our consumer relationships,reduce the appeal of our brand,and require recalls or regulatory actions.Additionally,concerns about safety or quality in competing productsmight lead to a decrease in consumer demand for our offerings.Any of these situations could have a significant advers

228、e impact on our business,financial condition,and operational results.We may not be able to successfully implement our growth strategy.Our future growth,profitability,and cash flow depend on our ability to successfully implement our business strategy of expanding sales,establishing new markets and ex

229、panding our product portfolio through the introduction of our new SpaceLift skincare product and theintroduction of products under our Premio and Mios brands.This,in turn,relies on various factors,including our capacity to:(a)Maintain and develop a strong portfolio of brands and related products;(b)

230、Expand our presence in targeted markets within the ASEAN region and beyond by attracting new consumers while retaining and furtherengaging existing customers;(c)Identify industry trends,develop and launch new products(such as our new SpaceLift skincare product and eyebrow pencils marketedunder the P

231、remio and Mios brands),and expand into relevant adjacencies in response to these trends;(d)Integrate the offline and online shopping experience to provide a seamless omni-channel environment for our customers,whether throughour own retail locations and online platforms or through those of our partne

232、rs;(e)Utilize innovation to drive sales,enhance technological and operational efficiencies,and improve profit margins;(f)Enhance our technology and data capabilities,particularly in AI and big data analytics,to better predict and respond to customerpreferences,trends,and behaviors;(g)Effectively man

233、age the quality and efficiency of our ODM/OEM and packaging supply partners,as well as the performance of logistics andother third-party service providers;(h)Broaden and diversify our online and offline distribution channels;142025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/for

234、mf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm22/219 (i)Pursue strategic investments and collaborations to complement our existing capabilities,expand our brand portfolio(such as through ournew Premio and Mios brands),and extend our geographic reach within th

235、e ASEAN region and beyond,including through our expandedpresence at trade shows and industry events;and (j)Leverage our high-performance team culture to drive margins.There is no guarantee that we can successfully achieve all of these initiatives in the expected manner or within the anticipated time

236、 frame.Furthermore,achieving these objectives will necessitate investments that may result in short-term costs without immediate net sales,potentiallydiluting our earnings.We cannot provide assurance that we will fully realize the expected benefits of our strategy,and the failure to do so couldhave

237、a material adverse effect on our business,financial condition,and results of operations.We may be unable to manage our growth effectively or efficiently.Managing our growth requires significant attention from our management team and allocation of financial,supply chain,distribution and otherresource

238、s.To manage growth effectively,we must continue to enhance our operational,financial and management systems,including ourinventory control;maintain and improve our internal controls and disclosure controls and procedures;maintain and improve our informationtechnology systems and procedures;and train

239、 and manage our employee base.We may not be able to achieve enhancements in any one or moreof these areas,and any failure to do so could significantly harm our business,financial condition,and results of operations.We may not be able to achieve or maintain profitability in the future.During the fisc

240、al years ended December 31,2024,2023 and 2022,we achieved net profit/(loss)of USD$0.75 million,USD$(0.32)million andUSD$1.17 million,respectively.We cannot assure you that we will be able to generate net profits or positive cash flow from operating activitiesin the future.Our ability to achieve and

241、maintain profitability will depend in large part on our ability to maintain or increase our operatingmargin,either by growing our revenues at a rate faster than our costs and operating expenses increase,or by reducing our costs and operatingexpenses as a percentage of our net revenues.We also expect

242、 to continue to make significant future expenditures related to the development andexpansion of our business,including:(a)investments in our product development team and research and development team and in the development of new healthcare and beautyproducts;(b)investments in sales and marketing,en

243、larging our customer base and promoting market awareness of our brands and products;(c)investments in expansion or maintenance of our online and offline distribution channels in a measured manner,including the potentialbuildout of our offline experience store footprint;(d)investment in enhancing dat

244、a and information technology and improving operating efficiency,including improving the efficiency in supplychain management and inventory control;and (e)incurring costs associated with general administration,including legal,accounting and other expenses related to being a public company.As a result

245、 of these significant expenses,we must generate sufficient revenue to achieve and maintain profitability in future periods.There areseveral factors that could affect our ability to do so,including the potential lack of demand for our products,increased competition,achallenging macro-economic environ

246、ment,as well as other risks discussed elsewhere in this prospectus.If we are unable to sustain or increaseprofitability,it could have adverse effects on our business and results of operations.152025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archi

247、ves/edgar/data/2005569/000164117225011736/formf-1a.htm23/219 We rely on third-party e-commerce platforms to sell our products online.If such platforms services or operations are interrupted or if ourcooperation with such platforms terminates,deteriorates or becomes more costly,our business and resul

248、ts of operations may be materiallyand adversely affected.Currently,we rely on third-party e-commerce platforms such as Shopee and Lazada,as well as the e-commerce platforms maintained by ourdistribution partners,such as Watsons and Sasa,among others,for online sales of our products and derive approx

249、imately 15.26%of our overallsales revenue through and from such platforms.If such platforms services or operations are interrupted,if such platforms fail to providesatisfactory customer experience and fail to attract new and retain existing users,if our cooperation with such third-party e-commerce p

250、latformsterminates,deteriorates or becomes more costly,or if we fail to incentivize such platforms to drive traffic to our retail stores or promote the saleof our products,our business and results of operations may be materially and adversely affected.We cannot guarantee that we will be able tofind

251、alternative channels on terms and conditions commercially acceptable to us in a timely manner,or at all.In addition,any negative publicityabout such third-party e-commerce platforms,any public perception or claims that non-authentic,counterfeit or defective goods are sold on suchplatforms,be it with

252、 merit or proven or not,most of which are beyond our control,may deter visits to the platforms and result in less customertraffic to our retail stores or fewer sales of our products,which may negatively impact our business and results of operations.The sale of counterfeit product may affect our repu

253、tation and profitability.As of the date of this prospectus,to our knowledge,none of our products have been subject to counterfeiting.However,the potential sale ofcounterfeit products,which applies generally to all of the healthcare and beauty products that we offer,poses a risk to our reputation and

254、profitability.Counterfeit items,often available in traditional markets at significantly reduced prices compared to genuine products,lack thenecessary approvals and may contain harmful or substandard substances,posing risks to consumers health and appearance.Counterfeiting mayoccur due to consumers p

255、rice sensitivity and challenges faced by enforcement agencies in regulating the retail market.We cannot guarantee thatour products will not be subject to counterfeiting in the future,including unauthorized replication of our designs,trademarks,or labeling by thirdparties.Should any counterfeiting oc

256、cur in the future,the presence of counterfeit goods may detrimentally impact our brands perceived valueand image,erode consumer confidence,and consequently,negatively impact our business.Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our

257、products or adequatelymanage our inventory.Our business relies on efficient inventory management.We use forecasts to gauge product demand and popularity,which guides our inventorydecisions.However,demand can change between ordering inventory and selling it due to factors like seasonality,new product

258、 launches,pricingchanges,and consumer preferences.Accurately predicting demand and setting appropriate inventory levels can be challenging.We usually cannot return unsold products to our suppliers.Poor inventory management or unfavorable negotiations with manufacturers andsuppliers increase our risk

259、s.These risks include potential inventory obsolescence,decreasing inventory values,and significant write-downs ifwe overestimate demand.On the other hand,underestimating demand can lead to higher costs and production delays,as well as lost sales.Failing to meet consumer demand or experiencing delive

260、ry delays can harm our reputation and customer relationships.We may also have tolower prices to reduce excess inventory or accept higher costs from suppliers,impacting our profit margins.Any of these situations couldsignificantly impact our business,financial health,and operations.162025/5/21 15:39s

261、ec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm24/219 Our business and prospects depend on our ability to build our brands and reputation,which could be harmed by negative publicity withrespect to us,our

262、 products and operations,our management,or other business partners.We believe that keeping and improving the reputation of our brands is crucial for our business success.Our financial success heavily relies onhow consumers view our brands.Being well-recognized is key to attracting consumers.In the c

263、ompetitive beauty market,keeping and boostingour brands image helps us stay competitive.As a smaller company with a limited array of products,we might not be as well-known as largerhealthcare and beauty brands,so its vital for us to work on making our brand more recognized and reputable for our grow

264、th.Our ability to maintain and improve our brand is influenced by many factors,including our ability to provide good consumer experiences.Thisdepends on offering innovative and competitively priced products that consumers want.Its also important for us and our partners to followethical and social st

265、andards,such as avoiding animal testing and adhering to rules about product quality,safety,labor,and environmentalprotection.Offering high-quality products,fulfilling orders well,and giving excellent customer service are crucial.If we fail in these areas,itcould harm our customer experience,reputati

266、on,and our ability to attract and keep customers.If our marketing strategies or new products do notimprove our brand image or attract consumers,it could hurt our business.Over the past three years,we have put a lot of effort and money into promoting our brands through advertising and promotions.Howe

267、ver,wecannot be sure that these efforts will always be successful or cost-effective,which could affect our financial results.If we cannot maintain our reputation,make our brand more recognized,or increase positive awareness of our products,it might be hard to keepand grow our customer base.This coul

268、d negatively impact our business and financial situation.Also,if our third-party manufacturers or suppliers do not follow ethical,social,product,labor,and environmental standards,or if they engage incontroversial actions like animal testing,it could harm our reputation.This might lead to decreased s

269、ales and consumer boycotts.Negativefeedback or publicity about us,our products,our management,or our partners could also hurt our brand and business,making our brand lessappealing to consumers.Any harm to our reputation,our partners reputation,or loss of consumer trust could significantly affect our

270、 business performance and financialhealth.We might also need extra resources to rebuild our brand and reputation.The market for beauty products in Malaysia and Southeast Asia is continuously evolving and may not grow as quickly as expected,or at all,which could negatively affect our business and pro

271、spects.Our business and its future potential are closely tied to the ongoing development and expansion of the beauty product market in Malaysia andSoutheast Asia and,with respect to our new SpaceLift skincare product,Hong Kong.This markets growth is influenced by a range of factorsand uncertainties

272、that are outside our control.These include the overall macroeconomic environment,changes in per capita spending,the levelof consumer interest in beauty products,the frequency with which consumers make purchases,the demand from consumers in less developedcities,regulatory shifts,technological advance

273、ments,cultural influences,and changes in consumer tastes and preferences.Its not certain that the beauty product market will continue to expand at the rapid rate it has in the past,or that it will develop in a mannersimilar to other markets,or even continue to grow at all.If the beauty product marke

274、t in Malaysia and Southeast Asia doesnt grow as quickly asanticipated,or if it doesnt grow,or if we are unable to capitalize on this growth through effective business strategies,our business and futureprospects could be adversely affected.Changes to the pricing of our healthcare and beauty products

275、could adversely affect our results of operations.We aim to offer consumers affordable,high-quality healthcare and beauty products.The price of our products depends on various factors such asthe cost of ingredients,development costs,expected sales,manufacturing costs,and logistics costs.With our unde

276、rstanding of customerpreferences and data analytics,we can set competitive prices.However,we cannot always be sure our pricing will be competitive.If our pricesare too low,our profits might decrease.If our prices are too high,we might not sell as much as we expect,affecting our revenue.We may need t

277、o lower prices,especially during big sales events and product launches,to increase brand awareness and sales.We might alsoreduce prices as products get older to keep them attractive to consumers.If we overestimate demand,we might have to cut prices to sell extrastock.These price cuts might not alway

278、s lead to higher sales and could affect the demand for our newer or more expensive products,hurting ourrevenue.172025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm25/219 Also,although the te

279、rms of our agreements with our distribution partners contain terms that seek to mitigate this risk,it is possible that some ofour distribution partners might buy meaningful quantities of our products at discounted prices and resell them,which could disrupt our pricingand market.We have incurred,and

280、expect to continue to incur,significant costs for a variety of sales and marketing efforts,including mass advertisingand heavy promotions to attract customers through multiple channels.If we are unable to conduct our sales and marketing efforts in a cost-effective and efficient manner,our results of

281、 operations and financial condition may be materially and adversely affected.We have allocated substantial financial and other resources to sales and marketing efforts.This includes growing our marketing and sales teamsand investing in advertising.We plan to continue investing in boosting our brand

282、awareness and attracting new customers.For the fiscal yearsending December 31,2024,2023 and 2022,our selling and marketing expenses were$503,317,$277,283 and$128,583,representingapproximately 9.2%,7.5%and 1.2%of our total net revenues,respectively.However,our marketing and branding activities might

283、not always bewell-received,successful,or cost-effective,potentially leading to significantly higher marketing expenses in the future.Moreover,we may face challenges in maintaining our current marketing and branding activities or in identifying and adopting new marketingtrends,channels,and approaches

284、 that resonate with the lifestyle of our target customers.Adapting quickly enough to changes in consumerbehavior,especially regarding the use of the internet and mobile devices,could also pose a challenge.If we fail to refine our existing marketingstrategies or introduce new effective marketing stra

285、tegies cost-effectively,it could negatively impact our business,operational results,andfinancial condition.Additionally,failing to comply with relevant laws and regulations could restrict,inhibit,or delay our ability to sell products.We rely on a limited number of ODM/OEM and packaging supply partne

286、rs to produce our products.The loss of one or more of theseODM/OEM and packaging supply partners,business challenges at one or more of these ODM/OEM and packaging supply partners,or anyfailure on their part to produce products that are consistent with our standards or in accordance with contractual

287、or regulatory requirementscould harm our brand,cause consumer dissatisfaction,and result in material adverse impact on our business and results of operations.We primarily depend on a limited number of ODM/OEM and packaging supply partners in Malaysia for producing most of our products.Specifically,w

288、ith respect to our medical face masks,we depend on Jingga Anggun Sdn Bhd,and with respect to our beauty products,includingour eyebrow pencils and our SpaceLift skincare product,we depend on Mosfac Sdn Bhd.Relying on a limited number of suppliers for each product exposes us to risks.We may not have a

289、lternative suppliers if issues arise with our keypartners.Our contracts with these suppliers are usually framework agreements,and we place orders as manufacturing needs arise.We could faceseveral operational issues with our suppliers,such as reduced production capacity due to high demand,failure to

290、meet product specifications orquality standards,delays in delivery,increased manufacturing costs,or longer lead times.Our suppliers might also face disruptions likeequipment breakdowns,labor issues,natural disasters,material shortages,or regulatory violations.We cannot guarantee passing on any cost

291、increases to our customers.If a supplier faces interruptions,finding alternative sources or increasingcapacity elsewhere could be costly and time-consuming.It is possible that our suppliers might prioritize other clients,including our competitors,during shortages.Disputes with suppliers could lead t

292、o legal costs and distract our management,potentially causing supply issues.Renewing contracts with existing suppliers or finding new ones capable of producing our current and future products might not always bepossible.Our competitors could secure exclusive agreements with our suppliers,limiting ou

293、r access to manufacturing capacity.Identifyingsuitable new suppliers is a thorough process,requiring satisfaction with their quality control,capabilities,service,financial stability,andcompliance with regulations and labor practices.A loss of a major manufacturer or a major change in our relationshi

294、p with any supplier could negatively affect our business,financial condition,and operational results.If suppliers fail to meet their obligations in terms of quantity,quality,or timely supply,it could materially impact ourbusiness and operations.Additionally,as we collaborate with these manufacturers

295、 to formulate some products,any deviation from theiragreements,such as leaking or plagiarizing our product formulas,could harm our business prospects.If they breach confidentiality agreementswith others while developing formulas for us,it could also negatively affect us.182025/5/21 15:39sec.gov/Arch

296、ives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htm26/219 We and our ODM/OEM and packaging supply partners are susceptible to supply shortages and interruptions,long lead times,and pricefluctuations for raw materials a

297、nd ingredients,any of which could disrupt our supply chain and have a material adverse impact on ourresults of operations.Our product range includes various categories and lines,requiring a timely and adequate supply of different raw materials,components,andingredients.We source some of these from t

298、hird-party suppliers through our ODM/OEM and packaging supply partners,often relying on alimited number of suppliers,sometimes just one,or specific foreign suppliers.This reliance exposes us to risks such as supply shortages,longlead times,cost increases,quality issues,unfavorable international trad

299、e policies,increased tariffs,and currency exchange fluctuations.Thesefactors could materially and adversely affect the value of investments and our operational results.Additionally,some suppliers may have stronger relationships with our competitors and the supply partners they use.We cannot guarante

300、e thesesuppliers will continue their relationships with us or our partners,especially during supply shortages,and they might prioritize our competitorsorders.If we face a shortage or interruption in the supply of components,ingredients,or raw materials,finding alternative sources can be challenging,

301、time-consuming,and expensive.We and our partners might not be able to find replacements on acceptable terms,if at all.This could lead todelays in product deliveries,increased costs,and difficulties in fulfilling customer orders promptly.Consequently,this could delay our productshipments,negatively i

302、mpact customer experiences,harm our reputation,and adversely affect our operational results.Furthermore,the market prices for some raw materials,components,and ingredients are volatile.Significant price increases could impact on usif we are unable to pass these costs onto our customers,potentially a

303、dversely affecting our financial condition and operational results.Our business is subject to complex and evolving product safety laws,regulations and standards.If we fail to comply with these laws,regulations and standards or our products otherwise have defects,we may be required to recall products

304、 and may face penalties and productliability claims,either of which could result in unexpected costs and damage our reputation.Our healthcare,skincare and cosmetics products and their manufacturing,distribution,packaging,importation,and exportation must adhere tocomplex product safety laws,regulatio

305、ns,and standards.We have a team dedicated to product quality inspection and working with testingcenters to ensure the safety of our products.We also consult with legal counsel to stay updated on relevant laws and regulations.However,sincethese laws and regulations are constantly evolving,we cannot b

306、e certain that our operations will always be considered compliant.For example,our medical face masks are regulated by,and have been registered with,the Medical Device Authority of Malaysia(“MDA”)andhave obtained Good Distribution Practice for Medical Devices(“GDPMD”).All medical devices in Malaysia,

307、including face masks,fall underthe purview of the MDA.Established under the Medical Device Authority Act 2012(Act 738),MDA operates as a statutory body under theMinistry of Health of Malaysia,with a mandate to oversee and regulate the medical device industry,thereby ensuring compliance with theMedic

308、al Device Act 2012(Act 737)and associated regulations.Compliance with MDA regulations represents a fundamental requirement forany medical device seeking authorization for market distribution in Malaysia,including our medical face masks.GDPMD,which is a set ofguidelines established by the Medical Dev

309、ice Authority of Malaysia for the distribution of medical devices within the country,addressesrequirements in the medical device supply chain,which include product sourcing and procurement;transportation and delivery;storage;installation;commissioning;service and maintenance;calibration;after-sales

310、service;tracking;and documentation and record-keeping practices.In addition,our skincare and cosmetics products are regulated under,and have been registered with,the National Pharmaceutical RegulatoryAgency(NPRA),a division of the Ministry of Health of Malaysia.Registration with NPRA is required in

311、order to market our skincare andcosmetics products,including our triangular eyebrow pencils and our new SpaceLift skincare product.See“Regulations Regulations Relatingto our Products”below.We outsource our product manufacturing to third-party ODM/OEM and packaging suppliers,in particular Jingga Angg

312、un and Mosfac,relyingon them to procure raw materials.This means we do not have full control over the procurement and manufacturing process and cannot guaranteethat all raw materials used meet our standards or that there will not be any safety issues.We require our partners to provide safety reports

313、 andcomply with regulations,but we cannot be sure these measures will prevent all defects or safety issues.As we increase our sales,our exposure to product liability risks grows.Even if a product is generally safe,it could cause adverse reactions inpeople with certain health conditions,allergies,or

314、those on prescription medications.While we provide instructions and warnings,unknownadverse reactions could still occur.If we find that our products cause adverse reactions,face administrative sanctions,or need to recall productsdue to contamination or safety issues,it could lead to government inves

315、tigations,penalties,lawsuits,and adverse publicity.This could also resultin significant costs and have a material adverse effect on our business,financial condition,and operational results.192025/5/21 15:39sec.gov/Archives/edgar/data/2005569/000164117225011736/formf-1a.htmhttps:/www.sec.gov/Archives

316、/edgar/data/2005569/000164117225011736/formf-1a.htm27/219 Complying with numerous health,safety and environmental regulations is both complex and costly.Our business is subject to numerous health,safety,and environmental requirements in Malaysia.Such laws and regulations govern,among othermatters,ai

317、r emissions,wastewater discharges,solid and hazardous waste management and the use,composition,handling,distribution,andtransportation of hazardous materials.Many such laws and regulations are becoming increasingly stringent(and may impose strict liability)andthe cost of compliance with these requir

318、ements can be expected to increase over time.Although we believe that our operations comply withapplicable regulations,any failure to comply with these laws and regulations could result in us incurring costs and/or liabilities,including as aresult of regulatory enforcement,personal injury,property d

319、amage and claims and litigation resulting from such events,which could adverselyaffect our results of operations and financial condition.We may be subject to export and import control laws and regulations that could impair our ability to compete in international markets orsubject us to liability if

320、we violate such laws and regulations.We and our products may be subject to import and export controls and trade and economic sanctions regulations,which prohibit the shipment orprovision of certain products and solutions to certain countries,governments and persons.We are also subject to laws and re

321、gulations governingour operations,including regulations administered by the government of Malaysia,including applicable export control regulations,economicsanctions and embargoes on certain countries and persons,anti-money laundering laws,import and customs requirements and currencyexchange regulati

322、ons.While we have mechanisms to identify high-risk individuals and entities before contracting with them,an instance of non-compliance with all such applicable laws could result in our being subject to criminal and civil penalties,disgorgement and other sanctions andremedial measures,and legal expen

323、ses.Likewise,any investigation of any potential violations of such laws could also have an adverse impacton our reputation,our business,results of operations and financial condition.Fluctuations in exchange rates in the MYR could adversely affect our business and the value of our securities.The valu

324、e of the MYR against the U.S.dollar and other currencies may fluctuate and is affected by,among other things,changes in Malaysiaspolitical and economic conditions.The value of our Ordinary Shares will be indirectly affected by the foreign exchange rate between U.S.dollars and MYR and between those c

325、urrencies and other currencies in which our revenue may be denominated.Appreciation or depreciation inthe value of the MYR relative to the U.S.dollar would affect our financial results reported in U.S.dollar terms without giving effect to anyunderlying change in our business or results of operations

326、.As we rely to a large extent on revenues earned in Malaysia,any significantrevaluation of MYR may materially and adversely affect our cash flows,revenues and financial condition.For example,to the extent that weneed to convert U.S.dollars we receive from an offering of our securities into MYR for o

327、ur operations,appreciation of the MYR against theU.S.dollar could cause the MYR equivalent of U.S.dollars to be reduced and therefore could have a material adverse effect on our business,financial condition and results of operations.Conversely,if we decide to convert our MYR into U.S.dollars for the

328、 purpose of making dividendpayments on our Ordinary Shares or for other business purposes and the U.S.dollar appreciates against the MYR,the U.S.dollar equivalent ofthe MYR we convert would be reduced.In addition,the depreciation of significant U.S.dollar denominated assets could result in a change

329、toour operations and a reduction in the value of these assets.Malaysia is experiencing inflationary pressures,which may prompt the government to take action to control the growth of the economyand inflation that could lead to a significant decrease in our profitability.While we believe that the Mala

330、ysian economy has experienced rapid growth over the last two decades,it has also experienced inflationarypressures.As governments take steps to address inflationary pressures,there may be significant changes in the availability of bank credit,interest rates,limitations on loans,restrictions on curre

331、ncy conversions and foreign investment.There also may be imposition of price controls.If our revenues rise at a rate that is insufficient to compensate for the rise in our costs,it may have an adverse effect on our profitability.If theseor other similar restrictions are imposed by a government to in

332、fluence the economy,it may lead to a slowing of economic growth,which mayharm our business,financial condition and results of operations.If inflation increases significantly in ASEAN countries,our business,results of operations,financial condition and prospects could bematerially and adversely affec

333、ted.If inflation in ASEAN countries,including Malaysia,increases significantly,our costs,including our staff costs and other operational costs,areexpected to increase.Furthermore,high inflation rates could have an adverse effect on economic growth and the business climate withinASEAN countries,and dampen consumer purchasing power.As a result,a high inflation rate in ASEAN countries,including Malay