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1、2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm1/226F-1 1 ea0221953-08.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on May 19,2025.Registration S

2、tatement No.*-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Uptrend Holdings Limited(Exact name of registrant as specified in its charter)_Cayman Islands 1540 Not Applicable(State or otherjurisdiction ofincorporation

3、ororganization)(Primary StandardIndustrialClassification Code Number)(IRS EmployerIdentification Number)Room 22,23/F,Tuen Mun Centre Square22 Hoi Wing Road,Tuen MunNew Territories,HongKong+852 3795 5551(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_c/o Cogency

4、 Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Phone:+1(800)221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Sanny Choi,Esq.Clement Au,Esq.CFN Lawyers LLC418 Boardway#4607Albany,NewYork,NY12207+646 386 8128 Mark Crone,Esq.L

5、iang Shih,Esq.Zhiqi“Camilla”Zheng,Esq.The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170+646 861 7891_Approximate date of commencement of proposed sale to public:As soon as practicableafter this registration statement becomes effective.If any of the securities being registered on

6、this form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actr

7、egistration statement number 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 theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective

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

9、e by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance withaccounting principles generally accepted in the UnitedStates(“U.S.GAAP”),indi

10、cate by checkmark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of theSecurities Act._The term“new or revised financial accounting standard”refers to any update issued

11、by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the registrant shall file afurther amendment that specifically sta

12、tes that this registration statement shallthereafter become effective in accordance with Section8(a)of the Securities Act oruntil the registration statement shall become effective on such date as theCommission,acting pursuant to such Section8(a),may determine.2025/5/21 15:00sec.gov/Archives/edgar/da

13、ta/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm2/226Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe S

14、ecurities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED MAY 19,20251,500,000 Ordinary

15、 SharesUptrend Holdings LimitedThis is the initial public offering of the ordinary shares(“IPO”),par valueUS$0.0001 per share(“Ordinary Shares”or“Shares”),of Uptrend Holdings Limited(“UPT”),an exempted company with limited liability incorporated under the laws ofthe Cayman Islands,whose subsidiaries

16、 are established in HongKong and the BritishVirgin Islands.We are offering 1,500,000 Ordinary Shares of UPT,representing 10%ofthe Ordinary Shares following completion of the offering of UPT.Following thisoffering,approximately 10%of the Ordinary Shares will be held by publicshareholders,assuming the

17、 Underwriters do not exercise the Over-Allotment Option.Prior to this offering,there has been no public market for our Ordinary Shares.The offering price of the Shares in this offering is expected to be between$4.00 and$5.00 per share.We intend to apply to list the Shares on the Nasdaq Capital Marke

18、tunder the symbol“UPX”.Listing of the Shares on Nasdaq is a condition to theoffering.There is no assurance that such application will be approved,and if ourapplication is not approved,this offering may not be completed.Investors are cautioned that you are buying shares of a Cayman Islandsholding com

19、pany with operations in HongKong by its Operating Subsidiary.UPT is a holding company incorporated in the Cayman Islands with no materialoperations of its own,and we conduct our operations primarily in HongKong throughour Operating Subsidiary(as defined below).References to the“Company,”“we,”“us,”an

20、d“our”in the prospectus are to UPT,the Cayman Islands entity that willissue the Ordinary Shares being offered.This is an offering of the Ordinary Sharesof UPT,the Cayman Islands holding company,and not of the shares of the OperatingSubsidiary.Investors in this offering may never directly hold any eq

21、uity interestsin the Operating Subsidiary.Investing in the Shares is highly speculative and involves a highdegree of risk.Before buying any Ordinary Shares,you should carefullyread the discussion of material risks of investing in the Shares in“RiskFactors”beginning onpage19 of this prospectus.Our op

22、erations are primarily located in Hong Kong,a Special AdministrativeRegion of the Peoples Republic of China(“China”or the“PRC”),with its owngovernmental and legal system that is independent from mainland China and has its owndistinct rules and regulations.Due to long-arm provisions under the current

23、 PRC lawsand regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China.We are subject to the risks ofuncertainty about any future actions of the PRC government or authorities inHong Kong in this regard.We may also be subject to unique risk

24、s due to theuncertainty of the interpretation and application of PRC laws and regulations.We do not have any operations in mainland China and currently do not have orintend to have any operating subsidiary established in mainland China or anycontractual arrangement to establish a variable interest e

25、ntity(“VIE”)structurewith any entity in mainland China,but because all of our operations are conducted inHongKong through our wholly-owned Operating Subsidiary,and HongKong is a SpecialAdministrative Region of China.Should the PRC government choose to exercisesignificant oversight and discretion ove

26、r the conduct of our business,they mayintervene in or influence our operations.Such governmental actions:could result in a material change in our operations and/or the value of oursecurities;could significantly limit or completely hinder our ability to continue ouroperations;could significantly limi

27、t or completely hinder our ability to offer orcontinue to offer our securities to investors;andmay cause the value of our securities to significantly decline or beworthless.The legal and operational risks associated in operating in the PRC also apply tothe Operating Subsidiarys operations in Hong Ko

28、ng,and we face the risks anduncertainties associated with the complex and evolving PRC laws and regulations andas to whether and how the recent PRC government statements and regulatorydevelopments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would be applicable t

29、o the Operating 2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm3/226Table of ContentsSubsidiary and us,given the substantial operations of the Operating Subsidiary inHong Kong and

30、 the possibilities that Chinese government may exercise significantoversight over the conduct of business in HongKong.In the event that the OperatingSubsidiary is to become subject to laws and regulations of the PRC,these risks couldresult in material costs to ensure compliance,fines,material change

31、s in ouroperations and/or the value of the securities we are registering for sale,and/orcould significantly limit or completely hinder our ability to offer or continue tooffer securities to investors and cause the value of such securities to significantlydecline or be worthless.For example,if the re

32、cent regulatory actions of the PRCgovernment on data security,anti-monopoly or other data-related laws and regulationswere to apply to us and/or our subsidiaries,we and/or our subsidiaries could becomesubject to certain anti-monopoly,cybersecurity and data privacy obligations,including the potential

33、 requirement to conduct a cybersecurity review for our publicofferings on a foreign stock exchange,and the failure to meet such obligations couldresult in penalties and other regulatory actions against us and/or our subsidiariesand may materially and adversely affect our subsidiaries business and ou

34、r resultsof operations.We believe that we and the Operating Subsidiary is not currentlyrequired to obtain permission from or complete filing procedure with the PRC and/orHong Kong government authorities to list on a U.S.securities exchange andconsummate this offering,including the permission require

35、ment or complete filingprocedure for any data security or anti-monopoly concerns.However,there is noguarantee that this will continue to be the case in the future in relation to thecontinued listing of our securities on a securities exchange in the UnitedStates,or even when such permission is obtain

36、ed or such filing is completed,it will not besubsequently denied or rescinded.See“Risk Factors Risks Related to DoingBusiness in Hong Kong Our key operations are in Hong Kong,a SpecialAdministrative Region of the PRC.According to the long-arm provisions under thecurrent PRC laws and regulations,the

37、PRC government may exercise significantoversight and discretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result in a material change in ouroperations and/or the value of the Shares.The PRC government may intervene or imposerestrictions

38、on our ability to move money out of HongKong to distribute earningsand pay dividends or to reinvest in our business outside of HongKong.Changes inthe policies,regulations,rules,and the enforcement of laws of the PRC governmentmay also be quick with little advance notice and our assertions and belief

39、s of therisk imposed by the PRC legal and regulatory system cannot be certain.”on page27;and“Risk FactorsRisks Related to Doing Business in HongKongIf the PRCgovernment chooses to extend the oversight and control over offerings that areconducted overseas and/or foreign investment in mainland China-b

40、ased issuers toHongKong-based issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary Shares to investors and cause thevalue of our Ordinary Shares to significantly decline or be worthless”on page32.We are aware that recently the PRC governm

41、ent has initiated a series ofregulatory actions and new policies to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activities inthe securities market,enhancing supervision over China-based companies listedoverseas using a variable

42、interest entity(“VIE”)structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.See“Prospectus SummaryRecent Regulatory Development inthe PRC”beginning on page11.On August 20,2021,the 30th meeting of the Standing Committee of t

43、he 13thNational Peoples Congress voted and passed the“Personal Information Protection Lawof the Peoples Republic of China”(“PRC Personal Information Protection Law”),which became effective on November1,2021.The PRC Personal Information ProtectionLaw applies to the processing of personal information

44、of natural persons within theterritory of China that is carried out outside of China where(1)such processing isfor the purpose of providing products or services for natural persons within China,(2)such processing is to analyze or evaluate the behavior of natural persons withinChina,or(3)there are an

45、y other circumstances stipulated by related laws andadministrative regulations.On December 24,2021,the China Securities Regulatory Commission(“CSRC”),together with other relevant government authorities in mainland China,issued theProvisions of the State Council on the Administration of Overseas Secu

46、rities Offeringand Listing by Domestic Companies(Draft for Comments),and the Measures for theFiling of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments)(“Draft Overseas Listing Regulations”).The Draft Overseas ListingRegulations require that a PRC domestic enterprise

47、seeking to issue and list itsshares overseas(“Overseas Issuance and Listing”)shall complete the filingprocedures and submit the relevant information to CSRC.The Overseas Issuance andListing includes direct and indirect issuance and listing.Where an enterprise whoseprincipal business activities are c

48、onducted in PRC seeks to issue and list its sharesin the name of an 2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm4/226Table of Contentsoverseas enterprise on the basis of the eq

49、uity,assets,income,or other similarrights and interests of the relevant PRC domestic enterprise,such activities shallbe deemed an indirect overseas issuance and listing under the Draft Overseas ListingRegulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”),jointly with the r

50、elevant authorities,formally published Measures for CybersecurityReview(2021),which took effect on February 15,2022,and replaced the formerMeasures for Cybersecurity Review(2020)issued on July10,2021.The Measures forCybersecurity Review(2021)stipulates that operators of critical informationinfrastru

51、cture purchasing network products and services,and online platformoperators(together with the operators of critical information infrastructure,the(“Operators”)carrying out data processing activities that affect or may affectnational security,shall conduct a cybersecurity review,and any online platfo

52、rmoperator who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to belisted in a foreign country.On February17,2023,the CSRC released the Trial Measures for Administration ofOverseas Securities Offerings an

53、d Listings by Domestic Companies and fiveinterpretive guidelines(collectively,the“CSRC Filing Rules”),which came intoeffect on March31,2023.Under the CSRC Filing Rules,a filing based regulatorysystem shall be applied to“indirect overseas offerings and listings”of PRCdomestic companies,which refers t

54、o securities offerings and listings in an overseasmarket made under the name of an offshore entity but based on the underlying equity,assets,earnings,or other similar rights of a domestic company that operates itsmain business domestically.The CSRC Filing Rules state that any post-listing follow-on

55、offering by an issuer in the same overseas market,including issuance of shares,convertible notes,and other similar securities,shall be subject to filingrequirement within threebusinessdays after the completion of the offering.The Operating Subsidiary may collect and store certain data(including cert

56、ainpersonal information)from our clients,who may be mainland China individuals,inconnection with our business and operations and for“Know Your Customers”purposes(to combat money laundering).The Measures for Cybersecurity Review(2021),PRC DataSecurity Law,the PRC Personal Information Protection Law,a

57、nd the Draft OverseasListing Regulations currently does not have an impact on our business,operations orthis offering,nor are we or the Operating Subsidiary are covered by permissionrequirements from the CAC that is required to approve our HongKong subsidiariesoperations and our offering,as our Hong

58、Kong subsidiaries will not be deemed to bean“Operator”or a“data processor”that required to file for cybersecurity reviewbefore listing in the United States,because:(i)the Operating Subsidiary wasincorporated in HongKong and operate only in HongKong without any subsidiary orVIE structure in mainland

59、China and each of the Measures for Cybersecurity Review(2021),the Personal Information Protection Law and the Draft Overseas ListingRegulations does not clearly provide whether it shall be applied to a company basedin HongKong;(ii)as of date of this prospectus,the Operating Subsidiary has inaggregat

60、e collected and stored personal information of far less than one millionusers;(iii)all of the data the Operating Subsidiary has collected is stored inservers located in HongKong,and we and the Operating Subsidiary do not place anyreliance on collection and processing of any personal information to m

61、aintain ourbusiness operation;(iv)as of the date of this prospectus,our Operating Subsidiaryhas not been informed by any PRC governmental authority of any requirement that itfiles for a CSRC review,nor has received any inquiry,notice,warning,or sanctionin such respect initiated by the CAC or related

62、 governmental regulatory authorities;and(v)data processed in our business should not have a bearing on nationalsecurity nor affect or may affect national security,and we and the OperatingSubsidiary have not been notified by any authorities of being classified as anOperator.Moreover,pursuant to the B

63、asic Law,PRC laws and regulations shall not beapplied in HongKong except for those listed in AnnexIII of the Basic Law(which isconfined to laws relating to national defense,foreign affairs and other matters thatare not within the scope of autonomy).Therefore,based on the PRC laws andregulations effe

64、ctive as of the date of this prospectus and subject tointerpretations of these laws and regulations that may be adopted by mainland Chinaauthorities,neither we,nor the Operating Subsidiary in Hong Kong are currentlyrequired to obtain any permission or approval from the mainland China governmentautho

65、rities,including the CSRC and CAC,to operate our business or to offer thesecurities being registered to foreign investors.As of the date of this prospectus,neither we nor the Operating Subsidiary have ever applied for any such permission orapproval.However,given the uncertainties arising from the le

66、gal system in mainland Chinaand HongKong,including uncertainties regarding the interpretation and enforcementof the PRC laws and regulations and the significant authority of the PRC governmentto intervene or influence the offshore holding company headquartered in HongKong,there remains significant u

67、ncertainty in the interpretation and enforcement of DraftOverseas Listing Regulations,CSRC 2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm5/226Table of ContentsFiling Rules,PRC Pe

68、rsonal Information Protection Law,relevant mainland China dataprivacy,cybersecurity laws and other regulations.Since the CSRC Filing Rules arenewly promulgated,their interpretation,application and enforcement remain unclearand there also remains significant uncertainty as to the enactment,interpreta

69、tionand implementation of other regulatory requirements related to overseas securitiesofferings and other capital markets activities.If the CSRC Filing Rules becomeapplicable to us or the Operating Subsidiary in Hong Kong,if the OperatingSubsidiary is deemed to be an“Operator”,or if the Measures for

70、 CybersecurityReview(2021)or the PRC Personal Information Protection Law become applicable tothe Operating Subsidiary in Hong Kong,the business operation of the OperatingSubsidiary and the listing of our Ordinary Shares in the United States could besubject to the CACs cybersecurity review or the CSR

71、C Overseas Issuance and Listingreview in the future.While,we do not believe we are covered by the permissionrequirements from CSRC or CAC,investors of our company and our business may facepotential uncertainty from actions taken by the PRC government affecting ourbusiness.If the applicable laws,regu

72、lations,or interpretations change and theOperating Subsidiary become subject to the CAC or CSRC review,we cannot assure youthat the Operating Subsidiary will be able to comply with the regulatory requirementsin all respects and our current practice of collecting and processing personalinformation ma

73、y be ordered to be rectified or terminated by regulatory authorities.If we were required to obtain such permissions or approvals in the future inconnection with the listing or continued listing of our securities on a stockexchange outside of the PRC,it is uncertain how long it will take for us to ob

74、tainsuch approval,and,even if we obtain such approval,the approval could be rescinded.Any failure to obtain or a delay in obtaining the necessary permissions from the PRCauthorities to conduct offerings or list outside of the PRC may subject us tosanctions imposed by the PRC regulatory authorities,w

75、hich could include fines andpenalties,proceedings against us,and other forms of sanctions,and our ability toconduct our business,invest into the mainland China as foreign investments or acceptforeign investments,ability to offer or continue to offer Ordinary Shares toinvestors or list on the U.S.or

76、other overseas exchange may be restricted,and thevalue of our Ordinary Shares may significantly decline or be worthless,our business,reputation,financial condition,and results of operations may be materially andadversely affected.See“Risk Factors Risks Related to Doing Business inHongKongIf the PRC

77、government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Shares toin

78、vestors and cause the value of our Ordinary Shares to significantly decline or beworthless”on page32.The PRC government may intervene or influence our operations at any time and mayexert more control over offerings conducted overseas and foreign investment inHong Kong-based issuers.The PRC governmen

79、t may also intervene or imposerestrictions on our ability to move out of HongKong to distribute earnings and paydividends or to reinvest in our business outside of Hong Kong.Furthermore,PRCregulatory authorities may in the future promulgate laws,regulations or implementingrules that require our comp

80、any or any of our subsidiaries to obtain regulatoryapproval from PRC authorities before this offering.These actions could result in amaterial change in our operations and could significantly limit or completely hinderour ability to complete this offering or cause the value of the Shares tosignifican

81、tly decline or become worthless.See“Prospectus Summary RecentRegulatory Developments in the PRC”beginning on page11.Furthermore,as more stringent criteria,including the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),have been recently imposed by the SEC and thePublic Company Accounting Over

82、sight Board(“PCAOB”),recently,the Shares may beprohibited from trading if our auditor cannot be fully inspected.Our auditor,WWCP.C.,the independent registered public accounting firm that issues the audit reportincluded in this prospectus,as an auditor of companies that are traded publicly inthe Unit

83、edStates and a firm registered with the PCAOB,is subject to laws in theUnitedStates pursuant to which the PCAOB conducts regular inspections to assess WWCP.C.s compliance with applicable professional standards.WWC P.C.is headquarteredin San Mateo,CA and can be inspected by the PCAOB.As of the date o

84、f thisprospectus,our auditor is not subject to the determinations announced by the PCAOBon December16,2021,relating to the PCAOBs inability to inspect or investigatecompletely registered public accounting firms headquartered in mainland China orHong Kong because of a position taken by one or more au

85、thorities in the PRC orHong Kong.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governinginspections and investigations of audit firms based in China and Hong Kong.TheProtocol remains unpublished and is subject to furth

86、er explanation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosed bythe SEC,the PCAOB shall have independent discretion to 2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/00012139002

87、5045520/ea0221953-08.htm6/226Table of Contentsselect any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December 15,2022,the PCAOBdetermined that the PCAOB was able to secure complete access to inspect andinvestigate registered publi

88、c accounting firms headquartered in mainland China andHongKong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB will consider the need to issue a new determination.See“Risk

89、 Factors Risks Relating to The Shares Although the audit reportincluded in this prospectus is prepared by PCAOB registered auditor who are currentlyinspectable by the PCAOB,there is no guarantee that future audit reports will beprepared by auditors inspectable by the PCAOB and,as such,in the future

90、investorsmay be deprived of the benefits of the PCAOB inspection program.Furthermore,tradingin our securities may be prohibited under the HFCA Act if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB is unable toinspect or investigate completely,and as a result,U.

91、S.national securitiesexchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 29,2022,the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)was enacted,which amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on

92、 any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutiveyears instead ofthree,and thus reduced the time before the Shares may be prohibited from trading ordelisted”on page 33.We cannot assure you whether Nasdaq or other regulatoryauthorities will apply additiona

93、l or more stringent criteria to us.Such uncertaintycould cause the market price of the Shares to be materially and adversely affected.Our management monitors the cash position of the Operating Subsidiary regularlyand prepares budgets on a monthly basis to ensure it has the necessary funds tofulfil i

94、ts obligations for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will bereported to our Chief Financial Officer and subject to approval by our board ofdirectors(“Board of Directors”).For UPT to transfer cash to it

95、s subsidiaries,UPT is permitted under the laws ofthe Cayman Islands and its Amended and Restated Memorandum and Articles(as definedbelow)to provide funding to our subsidiaries incorporated in the BVI(as definedbelow)and HongKong through loans or capital contributions.UPTs subsidiary formedunder the

96、laws of the BVI is permitted under the laws of the BVI to provide fundingto the Operating Subsidiary subject to certain restrictions set forth in the BVIBusiness Companies Act2004(asamended)and memorandum and articles of associationof the relevant UPTs subsidiary incorporated under the laws of the B

97、VI.As aholding company,UPT may rely on dividends and other distributions on equity paid byits subsidiaries for its cash and financing requirements.According to the BVIBusiness Companies Act 2004(as amended),a BVI company may make dividendsdistribution to the extent that immediately after the distrib

98、ution,the value of thecompanys assets exceeds its liabilities and that such company is able to pay itsdebts as they fall due.According to the Companies Ordinance of Hong Kong,aHong Kong company may only make a distribution out of profits available fordistribution.If any of UPTs subsidiaries incur de

99、bt on their own behalf in thefuture,the instruments governing such debt may restrict their ability to paydividends to UPT.During the six months ended September 30,2024 and thefiscalyears ended March31,2024 and 2023,UPT,UPT BVI,and UPT HK did not declareor pay any dividends and there was no transfer

100、of assets among UPT and itssubsidiaries.We do not have any current intentions to distribute further earnings.If we decide to pay dividends on any of the Shares in the future,as a holdingcompany,we will be dependent on receipt of funds from the Operating Subsidiary byway of dividend payments.See“Divi

101、dend Policy,”“Risk FactorsRisks Relatedto The SharesWe rely on dividends and other distributions on equity paid by theOperating Subsidiary to fund our cash and financing requirements,and any limitationon the ability of our subsidiaries to make payments to us could have a materialadverse effect on ou

102、r ability to conduct our business.”on page 39,and“Consolidated Statements of Change in Shareholders Equity in the Report ofIndependent Registered Public Accounting Firm”for further details.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and

103、,as such,will be subjectto reduced public company reporting requirements.See“ProspectusSummaryImplications of Being an Emerging Growth Company and a ForeignPrivate Issuer”for additional information.2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.g

104、ov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm7/226Table of ContentsUpon the completion of this offering,15,000,000 Ordinary Shares will beoutstanding(assuming that the Underwriters do not exercise any portion of theirOver-Allotment Option).UPT will be a“controlled company”as def

105、ined under theNasdaq Stock Market Rules because,immediately after the completion of this offeringunder the Public Offering Prospectus,the Controlling Shareholders of UPT will own10,597,500 of the total issued and outstanding Ordinary Shares through Pulse SuccessLimited,representing approximately 71%

106、of the total voting power.Per Share Total(3)IPO price(1)$4.00$6,000,000Underwriting discounts(2)and commissions$0.28$420,000Proceeds,before expenses,to us$3.72$5,580,000_(1)Initial public offering price per share is assumed as$4.00,which is the low end of the rangeset forth on the cover page of this

107、 prospectus.(2)Represents underwriting discounts equal to seven percent(7%)of the gross proceeds of theoffering.(3)Assumes that the Underwriters do not exercise any portion of their Over-Allotment Option.We expect our total cash expenses for this offering(including cash expensespayable to our Underw

108、riters for their out-of-pocket expenses)to be approximatelyUS$942,128 exclusive of the above discounts.In addition,we will pay additionalitems of value in connection with this offering that are viewed by the FinancialIndustry Regulatory Authority(“FINRA”),as underwriting compensation.Thesepayments w

109、ill further reduce proceeds available to us before expenses.See“Underwriting.”Neither the Securities and Exchange Commission(as defined below)norany state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus istruthful or

110、 complete.Any representation to the contrary is a criminaloffense.This offering is being conducted on a firm commitment basis.The Underwriters areobligated to take and pay for all of the Ordinary Shares offered by this prospectus.We have granted the Underwriters an option for a period of forty-five(

111、45)daysafter the closing date of this offering(the“Closing Date”)to purchase up to225,000 additional Ordinary Shares from us at the IPO price(or 15%of the OrdinaryShares sold in this offering),less underwriting discounts to cover over-allotments,if any.If the Underwriters exercise the Over-Allotment

112、 Option(as defined below)infull,assuming the public offering price per Ordinary Share is US$4.00,the totalunderwriting discounts payable will be US$483,000 and the total proceeds to us,before expenses,will be US$6,417,000.We expect our total cash expenses for this offering to be approximatelyUS$942,

113、128,including cash expenses payable to the Underwriters for their reasonableout-of-pocket expenses,exclusive of the above discounts.If we complete this offering,net proceeds will be delivered to us on the ClosingDate.The Underwriters expect to deliver the Ordinary Shares against payment as setforth

114、under“Underwriting”on or about,2025.Cathay Securities,Inc.The date of this prospectus is,2025.2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm8/226Table of ContentsTABLE OF CONTENT

115、S PageProspectus Summary 1Risk Factors 19Special Note Regarding Forward-Looking Statements 48Industry and Market Data 49Use of Proceeds 53Dividend Policy 54Capitalization 55Dilution 56Exchange Rate Information 58Corporate History and Structure 59Managements Discussion and Analysis of Financial Condi

116、tion and Results ofOperations 62Business 74Regulations 89Management 100Related Party Transactions 107Principal Shareholders 110Description of Share Capital 111Shares Eligible for Future Sale 124Material Income Tax Considerations 127Underwriting 134Expenses Related to this Offering 144Legal Matters 1

117、45Experts 145Enforceability of Civil Liabilities 146Where You Can Find Additional Information 148Index to Consolidated Financial Statements F-1We are responsible for the information contained in this prospectus andany free writing prospectus we prepare or authorize.We have not,and theUnderwriters ha

118、ve not,authorized anyone to provide you with differentinformation,and we and the Underwriters take no responsibility for anyother information others may give you.We are not,and the Underwriters arenot,making an offer to sell the Shares in any jurisdiction where the offeror sale is not permitted.You

119、should not assume that the informationcontained in this prospectus is accurate as of any date other than the dateon the front cover of this prospectus,regardless of the time of deliveryof this prospectus or the sale of any Ordinary Shares.For investors outside the UnitedStates:Neither we nor the Und

120、erwriters havedone anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the UnitedStates,where action for thatpurpose is required.Persons outside the UnitedStates who come into possession ofthis prospectus must inform themselves abou

121、t,and observe any restrictions relatingto,the offering of the Ordinary Shares and the distribution of this prospectusoutside the UnitedStates.UPT is an exempted company with limited liability incorporated under the laws ofthe Cayman Islands and a majority of our outstanding Ordinary Shares are owned

122、 bynon-U.S.residents.Under the rules of the SEC we currently qualify for treatment asa“foreign private issuer.”As a foreign private issuer,we will not be required tofile periodic reports and financial statements with the SEC as frequently or aspromptly as domestic registrants whose securities are re

123、gistered under theExchangeAct.Until and including,2025(25 days after the date of thisprospectus),all dealers that buy,sell or trade the Shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This delivery requirement is in addition to the obligation of dealers to

124、deliver a prospectus when acting as Underwriters and with respect to theirunsold allotments or subscriptions.i2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm9/226Table of Contents

125、CONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to:Amended and Restated Memorandum and Articles refers to the amendedand restated memorandum and articles of association of our Company to beadopted by the Company c

126、onditional upon and with effect from the date onwhich the Registration Statement becomes effective;“BVI”refers to the British Virgin Islands;“C&D materials”are to construction and demolition materials,being anysubstance,matter or thing which is generated as a result of constructionwork and abandoned

127、 whether or not it has been processed or stockpiled beforeabandoned.It is a mixture of surplus materials arising from site clearance,excavation,construction,refurbishment,renovation,demolition and roadworks;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplem

128、ented or otherwise modified from time to time;“Company,”“we,”“us,”and“UPT”refers to Uptrend Holdings Limited,an exempted Company with limited liability incorporated under the laws ofthe Cayman Islands on October 3,2024,that will issue the Ordinary Sharesbeing offered and does not include its subsidi

129、aries,Uptrend InvestmentDevelopment Limited and Uptrend Construction&Engineering Limited;“Controlling Shareholder”refer to the ultimate beneficial owner of theCompany,who is Mr.Chan Sum Yuen.See“Management”and“PrincipalShareholders”for more information;“ExchangeAct”refers to the U.S.Securities Excha

130、ngeActof1934,asamended;“Group”refers to the Company and its subsidiaries,UPT BVI and UPT HK;“HKD”or“HK$”refers to HongKong dollar(s),the lawful currency ofHongKong;“Hong Kong”refers to Hong Kong Special Administrative Region of thePeoples Republic of China;“Independent Third Party”refers to a person

131、 or company who or which isindependent of and is not a 5%owner of,does not control and is notcontrolled by or under common control with any 5%owner and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company;“mainland China”refers to the PRC(excluding Hong Kong,Macau andTai

132、wan);“Memorandum and Articles”refers to the memorandum of association and thearticles of association of our Company adopted on October3,2024;“Mr.Chan”refers to Mr.Chan Sum Yuen,our Controlling Shareholder;“Nasdaq”refers to Nasdaq Stock Market LLC;“Ordinary Shares”or“Shares”refer to our ordinary shar

133、es,par valueUS$0.0001 per ordinary share;“our Group”or“the Group”refers to Uptrend Holdings Limited and itssubsidiaries;“PCAOB”refers to Public Company Accounting Oversight Board;“PRC”or“China”refers to the Peoples Republic of China;“PRC government”or“PRC authorities,”or variations of such words ors

134、imilar expressions,refer to the central,provincial,and local governmentsof all levels in mainland China,including regulatory and administrativeauthorities,agencies and commissions,or any court,tribunal or any otherjudicial or arbitral body in mainland China;“UPT BVI”refers to Uptrend Investment Deve

135、lopment Limited,a BVI businesscompany limited by shares incorporated in the BVI,a direct wholly ownedsubsidiary of UPT;ii2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm10/226Table

136、 of Contents“UPT HK”and“Operating Subsidiary”refers to Uptrend Construction&Engineering Limited,a company incorporated in Hong Kong with limitedliability,an indirectly wholly owned subsidiary of UPT and our soleoperating subsidiary in HongKong;“PRC laws”refer to all applicable laws,statutes,rules,re

137、gulations,ordinances and other pronouncements having the binding effect of law inmainland China;“RMB”or“Renminbi”means Renminbi,the lawful currency of the PRC;“SEC”or“Securities and Exchange Commission”means the UnitedStatesSecurities and Exchange Commission;“Securities Act”refers to the U.S.Securit

138、ies Actof1933,as amended;“U.S.dollars”or“$”or“USD”or“dollars”refers to UnitedStatesdollar(s),the lawful currency of the UnitedStates.We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmeti

139、c aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the Underwriters of their Over-Allotment Option.UPT is a holding company with operations conducted in Hong Kong through ourOperating Subsidiary in Hong Kong

140、,Uptrend Construction&Engineering Limited.Uptrend Construction&Engineering Limiteds reporting currency is Hong Kongdollars.This prospectus contains translations of Hong Kong dollars intoU.S.dollars solely for the convenience of the reader.Unless otherwise noted,alltranslations from Hong Kong dollars

141、 to U.S.dollars and from U.S.dollars toHongKong dollars in this prospectus were calculated at the rate of US$1=HK$7.8,representing the noon buying rate in The City of NewYork for cable transfers of HK$as certified for customs purposes by the Federal Reserve Bank of NewYork on thelasttradingday of Ma

142、rch31,2024.No representation is made that the HK$amountrepresents or could have been,or could be converted,realized or settled into US$atthat rate,or at any other rate.iii2025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046

143、370/000121390025045520/ea0221953-08.htm11/226Table of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in thisprospectus and does not contain all of the information you should consider beforeinvesting in the Shares.You should read the entire prospectus caref

144、ully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition andResults of Operations,”and our consolidated financial statements and the relatednotes thereto,in each case included in this prospectus.You should carefullyconsider,among other things,the matters discussed in

145、the section of thisprospectus titled“Business”before making an investment decision.Unless thecontext otherwise requires,all references to“UPT,”“we,”“us,”“our,”the“Company,”and similar designations refer to Uptrend Holdings Limited,an exemptedcompany with limited liability incorporated under the laws

146、 of the Cayman Islands.OverviewWe are a holding company incorporated in the Cayman Islands with operationsconducted in Hong Kong by our Operating Subsidiary,Uptrend Construction&Engineering Limited.We have been operating principally as a subcontractor in theHong Kong construction industry since 2015

147、.As a subcontractor,we provide ourcustomers with two major construction solutions,which include(i)civilengineering works and(ii)soil and rock transportation services.Our direct customers are generally main contractors of various building andinfrastructure construction projects in HongKong and the ul

148、timate owners of theprojects undertaken by us mainly include property developers in HongKong as wellas the Hong Kong government.Our project portfolio consists mainly of publicsectors projects in HongKong,which include infrastructure and public facilitiesdevelopments.We take pride in the quality of w

149、orks which we deliver and we havedeveloped stable relationship with a majority of our customers over theyears.In recognition of our achievements in the construction industry in HongKong,our Operating Subsidiary has been granted registration as a Registered SpecialistTrade Contractor in the designate

150、d trade category of sheet piles,earthwork,roadworks,road drainage and sewer,metal doors and fire rated door under theRegistered Specialist Trade Contractors Scheme(formerly known as the SubcontractorRegistration Scheme)of the Construction Industry Council.Our Competitive StrengthsWe believe the foll

151、owing competitive strengths differentiate us from ourcompetitors:We have an established track record in the construction industry inHongKong;Our operating subsidiary has a large fleet of machinery and vehicles;We implement a stringent quality assurance system;We emphasize timeliness for completion o

152、f projects;andWe have an experienced and professional management teamOur StrategiesWe intend to pursue the following strategies to further expand our business:Expand our workforce;Acquisition of additional machineries;Enhancing our safety training program;Compete for sizeable and profitable construc

153、tion projects;andStrengthening our marketing efforts.12025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm12/226Table of ContentsCorporate History and StructureOur Operating Subsidiary

154、 was incorporated as a company with limited liabilityunder the laws of HongKong in April2015.UPT was incorporated as an exempted company with limited liability under thelaws of the Cayman Islands on October3,2024.UPTs direct subsidiary is UPT BVI,a company incorporated under the laws of the BVI on O

155、ctober8,2024 and the holdingcompany of our Operating Subsidiary.As part of our reorganization for the purpose of this offering,the followingshare transactions have taken place:1)On October3,2024,one(1)Ordinary Share was allotted and issued asfully paid to Quality Corporate Services Ltd,an initial su

156、bscriber and anindependent third party,which was subsequently transferred to PulseSuccess Limited,a company incorporated under the laws of the BVI inOctober2024 and wholly owned by our Controlling Shareholder;2)On October25,2024,a share split was conducted by the Company,pursuantto which every issue

157、d and unissued Ordinary Share was subdivided into tenthousand(10,000)Ordinary Share.After the share split and as of the dateof this prospectus,the authorized share capital of the Company consistsof US$50,000 divided into 500,000,000 shares of US$0.0001 each;and3)On November 21,2024,our Controlling S

158、hareholder entered into a sale andpurchase agreement with UPT and UPT BVI,pursuant to which our ControllingShareholder transferred 1,000,000 ordinary shares in our OperatingSubsidiary at a consideration of HK$1,000,000 to UPT BVI and received13,490,000Ordinary Shares issued and allotted by UPT.Upon

159、completion ofthe aforesaid transactions,Pulse Success Limited,via its direct holdingin UPT,became the ultimate holding company of our Operating Subsidiary.4)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Outback View Limited,pursuant to which PulseSuccess Li

160、mited sold,and Outback View Limited purchased from PulseSuccess Limited 661,500 Ordinary Shares at a consideration of HK$1,018,710(approximately US$130,604);5)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Verve Leader Limited,pursuant to which PulseSuccess

161、Limited sold,and Verve Leader Limited purchased from PulseSuccess Limited 661,500 Ordinary Shares at a consideration of HK$1,018,710(approximately US$130,604);6)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Glory Frontier Holdings Limited,pursuant to whichP

162、ulse Success Limited sold,and Glory Frontier Holdings Limited purchasedfrom Pulse Success Limited 594,000 Ordinary Shares at a consideration ofHK$914,760(approximately US$117,277);7)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Gentle Pine Investment Limite

163、d,pursuant to whichPulse Success Limited sold,and Gentle Pine Investment Limited purchasedfrom Pulse Success Limited 594,000 Ordinary Shares at a consideration ofHK$914,760(approximately US$117,277);and8)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Velvet

164、Aura Limited,pursuant to which PulseSuccess Limited sold and Velvet Aura Limited purchased from ourControlling Shareholder 391,500 Ordinary Shares at a consideration ofHK$602,910(approximately US$77,296).Outback View Limited,Verve Leader Limited,Glory Frontier Holdings Limited,Gentle Pine Investment

165、 Limited and Velvet Aura Limited,all of whom and theirultimate beneficial owners,have no affiliation or relationship with us or with ourpredecessors or affiliates.Further,the aforesaid entities,all of whom and theirultimate beneficial owners,have no affiliation or relationship with each other.22025/

166、5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm13/226Table of ContentsThe chart below illustrates our corporate structure and identifies oursubsidiaries as of the date of this prospect

167、us and upon completion of this offering(assuming the Underwriters do not exercise the over-allotment option):We are offering 1,500,000 Ordinary Shares,representing 10%of the issued andoutstanding Ordinary Shares following completion of the offering of UPT,assumingthe Underwriters do not exercise the

168、 Over-Allotment Option.Upon the completion of this offering,15,000,000 Ordinary Shares will beoutstanding.UPT will be a“controlled company”as defined under the Nasdaq StockMarket Rules because,immediately after the completion of this offering,theControlling Shareholder of UPT will own 10,597,500 of

169、the total issued andoutstanding Ordinary Shares through Pulse Success Limited,representingapproximately 71%of the total voting power.Holding Company StructureUPT is a Cayman Islands holding company with no material operations of its own,and we conduct our operations primarily in Hong Kong through th

170、e OperatingSubsidiary.This is an offering of the Ordinary Shares of UPT,an exempted companywith limited liability incorporated under the laws of the Cayman Islands,insteadof the shares of the Operating Subsidiary.Investors in this offering will notdirectly hold any equity interests in the Operating

171、Subsidiary.As a result of our corporate structure,UPTs ability to pay dividends maydepend upon dividends paid by the Operating Subsidiary.If our Operating Subsidiaryor any newly formed ones incur debt on their own behalf in the future,theinstruments governing their debt may restrict their ability to

172、 pay dividends to us.Transfers of Cash To and From Our SubsidiariesOur management monitors the cash position of the Operating Subsidiary regularlyand prepares budgets on a monthly basis to ensure it has the necessary funds tofulfil its obligations for the foreseeable future and to ensure adequate li

173、quidity.In the event that there is a need for cash or a potential liquidity issue,it willbe reported to our chief financial officer and subject to approval by the board ofdirectors.No regulatory approval is required for UPT to transfer cash to its subsidiariesis subject to the following:UPT is permi

174、tted under the laws of the Cayman Islandsand its Amended and Restated Memorandum and Articles to provide funding to oursubsidiaries incorporated in the BVI and Hong Kong through loans or capitalcontributions.UPTs subsidiary formed under the laws of the BVI is permitted underthe laws of the BVI to pr

175、ovide funding to the Operating Subsidiary subject tocertain restrictions laid down in the BVI Business Companies Act2004(as amended)and memorandum and articles of association of the relevant UPTs subsidiaryincorporated under the laws of the BVI.32025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000

176、121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm14/226Table of ContentsThe ability of UPT BVI,the direct subsidiary of UPT,to transfer cash to UPTis subject to the following:according to the BVI Business Companies Act2004(asamended),U

177、PT BVI may make dividends distribution to the extent that immediatelyafter the distribution,the value of the companys assets exceeds its liabilitiesand that such company is able to pay its debts as they fall due.The ability of our Operating Subsidiary to transfer cash to UPT BVI is subjectto the fol

178、lowing:according to the Companies Ordinance of HongKong,our OperatingSubsidiary may only make a distribution out of profits available for distribution.Other than the above,we did not adopt or maintain any cash management policies andprocedures as of the date of this prospectus.During six months ende

179、d September 30,2024 and the fiscal years endedMarch 31,2024 and 2023,UPT,UPT BVI,and UPT HK did not declare or pay anydividends and there was no transfer of assets among UPT and its subsidiaries.If we determine to pay dividends on any of the Shares in the future,as aholding company,we will be depend

180、ent on receipt of funds from our subsidiaries byway of dividend payments.UPT is permitted under the laws of Cayman Islands and itsAmended and Restated Memorandum and Articles to provide funding to its subsidiariesthrough loans or capital contributions.Our Operating Subsidiary is permitted underthe l

181、aws of HongKong to provide funding to UPT through dividend distributionswithout restrictions on the amount of the funds distributed.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring orpaying an

182、y dividends in the foreseeable future.Subject to the Cayman Islands lawsand our Amended and Restated Memorandum and Articles,our board of directors hascomplete discretion as to whether to distribute dividends.In addition,ourshareholders may by ordinary resolution declare a dividend,but no dividend m

183、ayexceed the amount recommended by our directors.Under Cayman Islands law,a CaymanIslands company may pay a dividend out of either profit or share premium account,provided that in no circumstances may a dividend be paid if this would result inthe company being unable to pay its debts as they fall du

184、e in the ordinary courseof business.Even if our board of directors decides to declare and pay dividends,the timing,amount and form of future dividends,if any,will depend on our futureresults of operations and cash flow,our capital requirements and surplus,theamount of distributions,if any,received b

185、y us from the operating entities,ourfinancial condition,contractual restrictions and other factors deemed relevant byour board of directors.Any of these factors could have a material adverse effecton our business,financial position and results of operations,and hence there isno assurance that we wil

186、l be able to pay dividends to our shareholders after thecompletion of the IPO.The Cayman Islands does not impose a withholding tax on payments of dividendsto shareholders in the CaymanIslands.Under HongKong law,dividends could only be paid out of distributable profits(that is,accumulated realized pr

187、ofits less accumulated realized losses)or otherdistributable reserves,as permitted under HongKong law.Dividends cannot be paidout of share capital.There are no restrictions or limitation under the laws ofHongKong imposed on the conversion of HK dollar into foreign currencies and theremittance of cur

188、rencies out of HongKong,nor there is any restriction on foreignexchange to transfer cash between UPT and its subsidiaries,across borders and toU.S.investors,nor there is any restrictions and limitations to distributeearnings from our business and subsidiaries,to UPT and U.S.investors and amountsowed

189、.Under the current practice of the Inland Revenue Department of HongKong,notax is payable in HongKong in respect to dividends paid by us.Since HongKong is a special administrative region of the PRC and the basicpolicies of the PRC regarding Hong Kong are reflected in the Basic Law of theHongKong Spe

190、cial Administrative Region of the Peoples Republic of China,or theBasic Law,providing Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudicationunder the principle of“one country,two systems.”The PRC laws and regulations do

191、not currently have any material impact on transfer of cash from UPT to ourOperating Subsidiary nor from our Operating Subsidiary to UPT and the investors inthe U.S.There is currently no restriction or limitation under the laws andregulations of the PRC on currency conversion control do not currently

192、 have anymaterial impact on the transfer of cash between the ultimate holding company andour Operating Subsidiary in HongKong.However,the PRC government may,in thefuture,impose restrictions or limitations on our ability to move money out ofHongKong to distribute earnings and pay dividends to and fro

193、m the other entitieswithin our organization or to reinvest in our business outside of HongKong.Suchrestrictions and limitations,if imposed in the future,may delay42025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/0001

194、21390025045520/ea0221953-08.htm15/226Table of Contentsor hinder the expansion of our business to outside of HongKong and may affect ourability to receive funds from our Operating Subsidiary in Hong Kong.Thepromulgation of new laws or regulations,or the new interpretation of existing lawsand regulati

195、ons,in each case,that restrict or otherwise unfavorably impact ourability to conduct our business could require us to change certain aspects of ourbusiness to ensure compliance;decrease demand for our services;reduce revenues;increase costs;require us to obtain more licenses,permits,approvals,orcert

196、ificates;or subject us to additional liabilities.To the extent any new ormore stringent measures are implemented,our business,financial condition,andresults of operations could be adversely affected and the value of our OrdinaryShares could decrease or become worthless.See“Dividend Policy”,“Risk Fac

197、tors We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business”,“Risk Fac

198、torsOur key operations are in HongKong,a SpecialAdministrative Region of the PRC.According to the long-arm provisions under thecurrent PRC laws and regulations,the PRC government may exercise significantoversight and discretion over the conduct of our business and may intervene in orinfluence our op

199、erations at any time,which could result in a material change inour operations and/or the value of the Shares.The PRC government may intervene orimpose restrictions on our ability to move money out of HongKong to distributeearnings and pay dividends or to reinvest in our business outside of HongKong.

200、Changes in the policies,regulations,rules,and the enforcement of laws of the PRCgovernment may also be quick with little advance notice and our assertions andbeliefs of the risk imposed by the PRC legal and regulatory system cannot becertain”,and Consolidated Statements of Change in Shareholders Equ

201、ity in theaudited financial statements contained in this prospectus for more information.Enforceability of Civil LiabilitiesWe are incorporated under the laws of the Cayman Islands as an exempted companywith limited liability.We are incorporated in the Cayman Islands in order to enjoythe following b

202、enefits:(a)political and economic stability;(b)an effectivejudicial system;(c)a favorable tax system;(d)the absence of exchange controlor currency restrictions;(e)and the availability of professional and supportservices.However,certain disadvantages accompany incorporation in the CaymanIslands.These

203、 disadvantages include:(a)the Cayman Islands has a less exhaustivebody of securities laws than the UnitedStates and these securities laws providesless protection to investors;and(b)the Cayman Islands companies may not havestanding to sue before the federal courts of the UnitedStates.All of our asset

204、s are located in HongKong.In addition,all of our directorsand officers are nationals and/or residents of HongKong and all or a substantialportion of their assets are located outside the UnitedStates.Due to the lack ofreciprocity and treaties between the UnitedStates and HongKong,together withcost an

205、d time constraints,it may be difficult for investors to effect service ofprocess within the United States upon us or the persons who are nationals orresidents of HongKong,or to enforce against us or them judgments obtained inUnited States courts,including judgments predicated upon the civil liabilit

206、yprovisions of the securities laws of the United States or any state in theUnitedStates.Our constitutional documents do not contain provisions requiring that disputes,including those arising under the securities laws of the UnitedStates,among us,our officers,directors and shareholders,be arbitrated.

207、We have appointed Cogency Global Inc.as our agent upon whom process may beserved in any action brought against us under the securities laws of theUnitedStates.Appleby,our counsel as to the laws of the Cayman Islands has advised us thatany final and conclusive judgment for a definite sum(not being a

208、sum payable inrespect of taxes or other charges of a like nature nor a fine or other penalty)and/or certain non-monetary judgments rendered in any action or proceedings broughtagainst our Company in a foreign court(other than certain judgments of a superiorcourt of certain states of the Commonwealth

209、 of Australia)will be recognized as avalid judgment by the courts of the Cayman Islands without re-examination of themerits of the case.On general principles,we would expect such proceedings to besuccessful provided that the court which gave the judgment was competent to hearthe action in accordance

210、 with private international law principles as applied inthe Cayman Islands and the judgment is not contrary to public policy in the CaymanIslands,has not been obtained by fraud or in proceedings contrary to naturaljustice.52025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea02219

211、53-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm16/226Table of ContentsSubstantially all of our assets are located outside the United States.Inaddition,most of our directors and executive officers are nationals or residentsof jurisdictions other than the Un

212、itedStates and substantially all of their assetsare located outside the United States.As a result,it may be difficult for ashareholder to effect service of process within the UnitedStates upon us or thesepersons,or to enforce judgments obtained in U.S.courts against us or them,including judgments pr

213、edicated upon the civil liability provisions of thesecurities laws of the UnitedStates,or any state in the UnitedStates.It mayalso be difficult for you to enforce judgments obtained in U.S.courts based on thecivil liability provisions of the U.S.federal securities laws against us and ourexecutive of

214、ficers and directors.Directors and Executiveofficers Age PositionMr.Chan Sum Yuen 35 Chief Executive Officer,Director and Chairmanof the BoardMr.But Kar Lin Marco 31 Director,Chief Financial OfficerMr.Au Pak Lun Patrick 38 Independent Director AppointeeProfessorNg Wang WaiCharles 62 Independent Dire

215、ctor AppointeeMr.Mak Chung Pan 36 Independent Director AppointeeAll of our directors and officers reside outside the United States inHongKong.CFN Lawyers,our counsel as to the laws of HongKong,has advised usthat there is uncertainty as to whether the courts of Hong Kong would(i)recognize or enforce

216、judgments of U.S.courts obtained against us or ourdirectors or officers predicated upon the civil liability provisions of thesecurities laws of the United States or any state in the United States,or(ii)entertain original actions brought in HongKong against us or our directorsor officers predicated u

217、pon the securities laws of the UnitedStates or any statein the UnitedStates.A judgment of a court in the UnitedStates predicated upon U.S.federal orstate securities laws may be enforced in HongKong at common law by bringing anaction in a HongKong court on that judgment for the amount due thereunder,

218、andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign judgment,among other things,is(1)for a debt or a definite sumof money(not being taxes or similar charges to a foreign government taxingauthority or a fine or other penalty),and(2)final and conclusive on

219、 the meritsof the claim,but not otherwise.Such a judgment may not,in any event,be soenforced in HongKong if(a)it was obtained by fraud,(b)the proceedings inwhich the judgment was obtained were opposed to natural justice,(c)itsenforcement or recognition would be contrary to the public policy of HongK

220、ong,(d)the court of the UnitedStates was not jurisdictionally competent,or(e)thejudgment was in conflict with a prior HongKong judgment.HongKong has no arrangement for the reciprocal enforcement of judgments withthe UnitedStates.As a result,there is uncertainty as to the enforceability inHong Kong,i

221、n original actions or in actions for enforcement,of judgments ofU.S.courts of civil liabilities predicated solely upon the federal securities lawsof the UnitedStates or the securities laws of any state or territory within theUnitedStates.It is also uncertain whether,in the future,the HongKong govern

222、ment willimplement regulations and policies of the Chinese government or adopt regulationsand policies of its own that are substantially similar to those of the Chinesegovernment.Related-Party TransactionsIn the ordinary course of business,from time to time,we may enter intotransactions with related

223、 parties.During the six months ended September 30,2024and the years ended March 31,2024 and 2023,our Operating Subsidiarys customersare primarily main contractors of property development and civil engineeringprojects in Hong Kong and our five largest customers accounted for 98%of ourrevenue during t

224、he six months ended September 30,2024 and the years ended March31,2024 and 2023.During the six months ended September 30,2024,three of ourfive largest customers are our related party.For the years ended March 31,2024and 2023,three and one of our five largest customers are our related party,respectiv

225、ely.We mainly provided construction services and soil and rocktransportation services to such related parties in construction projects.Duringthe six months ended September 30,2024,we recorded a total income ofapproximately$2,730,770 for the provision of services to our related parties.Forthe years e

226、nded March 31,2024,2023 and 2022,we recorded a total income ofapproximately$3,655,726,$455,726 and$146,731,respectively,for the provision ofservices to our related parties.In addition to the provision of services,we havealso provided management fees to our related parties for services which they hav

227、eprovided to us in our daily operations.Such services included the use of officeaddress and the assignment of personnel for administrative and engineering support.During the six months ended September 30,2024,we provided a total of$169,318management fees to our related parties for62025/5/21 15:00sec

228、.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm17/226Table of Contentsservices which they have provided to us.For the years ended March 31,2024,2023and 2022,we provided a total of$348,506,$96,014 a

229、nd$54,615 management fees,respectively,to our related parties for services which they have provided to us.For details of these transactions,please refer to section titled“Related-PartyTransactions”on page 107.Summary of Key RisksOur business is subject to a number of risks,including risks that may p

230、reventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows,and prospectsthat you should consider before making a decision to invest in the Shares.Theserisks are discussed more fully in“Risk Factors.”Risks Re

231、lated to Our Business and IndustryA significant portion of our revenue was generated from contracts awardedby a limited number of customers,and any significant decrease in thenumber of projects with our major customers,some of which are our relatedparties,may materially and adversely affect our fina

232、ncial condition andoperating results.Our business is subject to the risk of non-payment or delayed payment byour customers,including related parties,which could adversely affect ourfinancial condition and results of operations.Our revenue is mainly derived from projects which are non-recurrent innat

233、ure and there is no guarantee that our customers will provide us withnew businesses.Failure to maintain safe construction sites and/or implement our safetymanagement system may lead to the occurrence of personal injuries,property damages,fatal accidents or suspension or non-renewal of ourregistratio

234、n under the Registered Specialist Trade Contractors Scheme ofthe Construction Industry Council.Our Operating Subsidiary determines the price of its quotation or tenderbased on the estimated time and costs to be involved in a project and theactual time and costs incurred may deviate from our estimate

235、 due tounexpected circumstances,thereby leading to cost overruns and adverselyaffecting our operations and financial results.Our Operating Subsidiarys capacity to provide soil and rocktransportation services is limited by availability of machinery andequipment.Any failure,damage or loss of our Opera

236、ting Subsidiarys machinery andequipment may adversely affect our operations and financial performance.An increase in waste disposal fees may lead to changes in the industry andintensified competition.The total actual value of work done may differ from the original estimatedcontract sum stated in our

237、 contracts with customers.Cash inflows and outflows in connection with construction projects may beirregular and,thus,may affect our net cash flow position.Any deterioration in the prevailing market conditions in the constructionindustry may adversely affect our performance and financial condition.W

238、e face keen competition from other players in the market.Our Group is dependent on key personnel and there is no assurance that ourGroup can retain them.Our ability to successfully tender for and undertake new projects islimited by the availability of our project management staff and ourworkforce.Ou

239、r Operating Subsidiary relies on a stable workforce to carry out itsconstruction projects.If our Operating Subsidiary experience any shortageof labor,industrial actions,strikes,or material increase in laborcosts,our operations and financial results would be adversely affected.72025/5/21 15:00sec.gov

240、/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm18/226Table of ContentsFailure to complete our projects on a reliable and timely basis couldmaterially affect our reputation,our financial performance or

241、may subjectus to claim.Amounts included in our backlog may not result in actual revenue ortranslate into profits.Our backlog is subject to cancellation andunexpected adjustments and therefore is an uncertain indicator of futureresults of operations.There is no assurance that we will be able to renew

242、 our registration underthe Registered Specialist Trade Contractors Scheme of the ConstructionIndustry Council.Our insurance coverage may not be adequate to cover potential liabilities.Possible difficulty in recruiting sufficient labour may hinder our futurebusiness strategies.Our business plans and

243、strategies may not be successful or be achievedwithin the expected time frame or within the estimated budget.If we fail to comply with applicable anti-corruption and anti-briberylaws,our reputation may be harmed and we could be subject to penaltiesand significant expenses that have a material advers

244、e effect on ourbusiness,financial condition and results of operations.We and the Operating Subsidiary are exposed to potential disruptions andrisks from unforeseen disasters or crises.We may be a party to legal proceedings from time to time and we cannotassure you that such legal proceedings will no

245、t have a material adverseimpact on our business.We do not have a long history of running as an integrated group.Ourlimited operating history running as an integrated group in the industrymay not provide an adequate basis to predict our future prospects andresults of operations for this segment,and m

246、ay increase the risk of yourinvestment.We will incur additional costs as a result of becoming a public company,which could negatively impact our net income and liquidity.The obligation to disclose information publicly may put us at adisadvantage to competitors that are private companies.Risks Relati

247、ng to Doing Business in HongKongOur key operations are in HongKong,a Special Administrative Region ofthe PRC.According to the long-arm provisions under the current PRC lawsand regulations,the PRC government may exercise significant oversight anddiscretion over the conduct of our business and may int

248、ervene in orinfluence our operations at any time,which could result in a materialchange in our operations and/or the value of the Shares.The PRCgovernment may intervene or impose restrictions on our ability to movemoney out of HongKong to distribute earnings and pay dividends or toreinvest in our bu

249、siness outside of HongKong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government mayalso be quick with little advance notice and our assertions and beliefs ofthe risk imposed by the PRC legal and regulatory system cannot be certain.See a more detailed discussion

250、 of this risk factor with the same title onpage 27 of this prospectus.There are uncertainties regarding the interpretation and enforcement ofPRC and Hong Kong laws,rules,and regulations.See a more detaileddiscussion of this risk factor with the same title on page 29 of thisprospectus.Adverse regulat

251、ory developments in China may subject us to additionalregulatory review,and additional disclosure requirements and regulatoryscrutiny to be adopted by the SEC in response to risks related to recentregulatory developments in China may impose additional compliancerequirements for companies like us wit

252、h HongKong-based operations,allof which could increase our compliance costs and subject us to additionaldisclosure requirements.See a more detailed discussion of this riskfactor with the same title on page 29 of this prospectus.82025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/e

253、a0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm19/226Table of ContentsIf the PRC government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment inmainland China-based issuers to HongKong-bas

254、ed issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our OrdinaryShares to significantly decline or be worthless.See a more detaileddiscussion of this risk factor with the same title on page 32

255、 of thisprospectus.Although the audit report included in this prospectus is prepared by PCAOBregistered auditor who are currently subject to inspection by the PCAOB,there is no guarantee that future audit reports will be prepared byauditors that are subject to inspection by the PCAOB and,as such,in

256、thefuture investors may be deprived of the benefits of the PCAOB inspectionprogram.Furthermore,trading in our securities may be prohibited underthe HFCA Act if the SEC subsequently determines our audit work isperformed by auditors that the PCAOB is unable to inspect or investigatecompletely,and as a

257、 result,U.S.national securities exchanges,such asthe Nasdaq,may determine to delist our securities.Furthermore,onDecember29,2022,the Accelerating Holding Foreign Companies AccountableAct was enacted,which amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on any

258、U.S.stock exchangesif its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,and thus reduced the time before theShares may be prohibited from trading or delisted.See a more detaileddiscussion of this risk factor with the same title on page 33 of thisprospectus.The

259、recent joint statement by the SEC,proposed rule changes submitted byNasdaq,and an act passed by the U.S.Senate and the U.S.House ofRepresentatives all call for additional and more stringent criteria to beapplied to emerging market companies.These developments could adduncertainties to our offering,b

260、usiness operations,share price,andreputation.See a more detailed discussion of this risk factor with thesame title on page 34 of this prospectus.The effect of the Hong Kong Autonomy Act(“HKAA”)and otherU.S.government policies in response to the enactment of Law of the PRCon Safeguarding National Sec

261、urity in the HongKong Special AdministrativeRegion(the“Hong Kong National Security Law”)could impact ourOperating Subsidiary.See a more detailed discussion of this risk factorwith the same title on page 35 of this prospectus.If we become subject to the recent scrutiny,criticism,and negativepublicity

262、 involving U.S.-listed China-based companies,we may have toexpend significant resources to investigate and/or defend the matter,which could harm our business operations,this offering,and ourreputation and could result in a loss of your investment in the Shares,inparticular if such matter cannot be a

263、ddressed and resolved favorably.Seea more detailed discussion of this risk factor with the same title on page35 of this prospectus.A downturn in the political and socioeconomic conditions in HongKong,mainland China,or the global economy,or a change in the economic andpolitical policies of China,coul

264、d materially and adversely affect ourbusiness and financial condition.See a more detailed discussion of thisrisk factor with the same title on page 36 of this prospectus.Fluctuations in exchange rates could have a material adverse effect on ourresults of operations and the price of the Shares.See a

265、more detaileddiscussion of this risk factor with the same title on page 36 of thisprospectus.There are political risks associated with conducting business inHongKong.See a more detailed discussion of this risk factor with thesame title on page 36 of this prospectus.The HongKong legal system embodies

266、 uncertainties that could limit theavailability of legal protections.See a more detailed discussion of thisrisk factor with the same title on page 37 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in HongKong a

267、gainst usor our management named in this prospectus based on HongKong laws.See amore detailed discussion of this risk factor with the same title on page37 of this prospectus.Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in H

268、ongKong,where the majority of our clients reside.See a more detailed discussionof this risk factor with the same title on page 38 of this prospectus.92025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/00012139002504552

269、0/ea0221953-08.htm20/226Table of ContentsRisks Relating to our Ordinary SharesThere has been no public market for our Ordinary Shares prior to thisoffering;if an active trading market does not develop,you may not beable to resell the Shares at any reasonable price.The trading price of the Shares may

270、 be volatile,which could result insubstantial losses to you.We rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing requirements,and anylimitation on the ability of our subsidiaries to make payments to us couldhave a material adverse effect on ou

271、r ability to conduct our business.Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our financial results or preventfraud,which may affect the market for and price of the Shares.If we fail to meet applicable listing requirements,including the

272、 Nasdaqpublic stockholder requirements or other continued listing criteria,Nasdaq may delist the Shares from trading,in which case the liquidity andmarket price of the Shares could decline.If you purchase the Shares in this offering,you will incur immediate andsubstantial dilution in the book value

273、of your Ordinary Shares.If a limited number of participants in this offering purchase asignificant percentage of the offering,the effective public float may besmaller than anticipated and the price of the Shares may be more volatilethan it otherwise would be.Our directors,officers,and principal shar

274、eholders have significantvoting power and may take actions that may not be in the best interests ofour other shareholders.The board of directors may decline to register the transfer of OrdinaryShares in certain circumstances.Because the amount,timing,and whether or not we distribute dividends atall

275、is entirely at the discretion of the board of directors,you must relyon price appreciation of the Shares for return on your investment.Our management has broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or

276、 the price of the Shares.Our disclosure controls and procedures may not prevent or detect allerrors or acts of fraud.Securities analysts may not publish favorable research or reports aboutour business or may publish no information at all,which could cause ourOrdinary Share price or trading volume to

277、 decline.Certain judgments obtained against us by our shareholders may not beenforceable.You may have more difficulties protecting your interests than you would asa shareholder of a U.S.corporation.Cayman Islands economic substance requirements may have an effect on ourbusiness and operations.We are

278、 a foreign private issuer within the meaning of the rules under theExchange Act,and,as such,we are exempt from certain provisionsapplicable to U.S.domestic public companies.As a foreign private issuer,we are permitted to adopt certain homecountry practices in relation to corporate governance matters

279、 that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with Nasdaq corporate governance listing standards.We may lose our foreign private issuer status in the future,which couldr

280、esult in significant additional costs and expenses.There can be no assurance that we will not be a PFIC for U.S.federalincome tax purposes for any taxable year,which could result in adverseU.S.federal income tax consequences to U.S.holders of the Shares.We are an emerging growth company within the m

281、eaning of the Securities Actand may take advantage of certain reduced reporting requirements.102025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm21/226Table of ContentsWe will incur

282、increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”As a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt our Company from certain corporate governancerequirements that could have an advers

283、e effect on our public shareholders.Certain recent initial public offerings of companies with public floatscomparable to our anticipated public float have experienced extremevolatility that was seemingly unrelated to the underlying performance ofthe respective company.We may experience similar volat

284、ility,which maymake it difficult for prospective investors to assess the value of ourOrdinary Shares.Recent Regulatory Developments in the PRCHongKong is a special administrative region of the PRC and the basic policiesof the PRC regarding HongKong are reflected in the Basic Law of the HongKongSpeci

285、al Administrative Region,or the Basic Law,which is a national law of the PRCand the constitutional document for HongKong.The Basic Law provides HongKongwith a high degree of autonomy and executive,legislative and independent judicialpowers,including that of final adjudication under the principle of“

286、one country,two systems.”However,there is no assurance that there will not be any changes inthe economic,political and legal environment in HongKong in the future.If thereis a significant change to current political arrangements between mainland Chinaand HongKong,companies operating in HongKong may

287、face similar regulatory risksas those operated in the PRC,including their ability to offer securities toinvestors,list their securities on a U.S.or other foreign exchange,and conducttheir business or accept foreign investment.In light of PRC governments recentexpansion of authority in HongKong,there

288、 are risks and uncertainties which wecannot foresee for the time being,and rules,regulations and the enforcement oflaws in the PRC can change quickly with little or no advance notice.The PRCgovernment may intervene or influence the current and future operations inHong Kong at any time or may exert m

289、ore oversight and control over offeringsconducted overseas and/or foreign investment in issuers like ourselves.Any actionsby the PRC government to exert more oversight and control over offerings(includingof businesses whose primary operations are in Hong Kong)that are conductedoverseas and/or foreig

290、n investments in HongKong-based issuers could significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors.If there is a significant change to current political arrangementsbetween mainland China and Hong Kong,or the applicable laws,regulations,orinterpret

291、ations change,and,in such event,if we are required to obtain suchapprovals in the future and we do not receive or maintain the approvals or isdenied permission from mainland China or HongKong authorities,we will not be ableto list our Ordinary Shares on a U.S.exchange,or continue to offer securities

292、 toinvestors,which would materially affect the interests of the investors and causesignificant the value of our Ordinary Shares significantly decline or be worthless.We are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations i

293、n certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities market,enhancing supervision over China-based companies listedoverseas using VIE structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in

294、anti-monopoly enforcement.Forexample,on July 6,2021,the General Office of the Communist Party of ChinaCentral Committee and the General Office of the State Council jointly issued adocument to crack down on illegal activities in the securities market and promotethe high-quality development of the cap

295、ital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversightof law enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system ofextraterritorial application

296、 of the PRC securities laws.Also,on July10,2021,the CAC issued a revised draft of the Measures for Cybersecurity Review for publiccomments(the“Revised Draft”),which required that,in addition to“operators ofcritical information infrastructure,”any“data processor”controlling personalinformation of no

297、less than one million users that seeks to list in a foreign stockexchange should also be subject to cybersecurity review,and it further elaboratedthe factors to be considered when assessing the national security risks of therelevant activities.On December24,2021,the CSRC released the Administrative

298、Provisions of theState Council Regarding the Overseas Issuance and Listing of Securities by DomesticEnterprises(Draft for Comments)(the“Draft Administrative Provisions”)and theMeasures for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)(toget

299、her with the Draft AdministrativeProvisions,the“Draft Rules Regarding Overseas Listing”).The Draft RulesRegarding Overseas Listing lays out the filing regulation arrangement for both112025/5/21 15:00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/ed

300、gar/data/2046370/000121390025045520/ea0221953-08.htm22/226Table of Contentsdirect and indirect overseas listing and clarifies the determination criteria forindirect overseas listing in overseas markets.Among other things,if a domesticenterprise intends to indirectly offer and list securities in an o

301、verseas market,the record-filing obligation is with a major operating entity incorporated in thePRC,and such filing obligation shall be completed within three workingdays afterthe overseas listing application is submitted.The required filing materials for anIPO and listing shall include,but not be l

302、imited to:regulatory opinions,recordfiling,approval,and other documents issued by competent regulatory authorities ofrelevant industries(if applicable),and security assessment opinions issued byrelevant regulatory authorities(if applicable).On December27,2021,the NationalDevelopment and Reform Commi

303、ssion(“NDRC”)and the Ministry of Commerce jointlyissued the Special Administrative Measures for Entry of Foreign Investment(Negative List)(2021 Version)(“Negative List”),which became effective andreplaced the previous version.Pursuant to the Negative List,if a PRC company,which engages in any busine

304、ss where foreign investment is prohibited under theNegative List,or prohibited businesses seeks an overseas offering or listing,itmust obtain the approval from competent governmental authorities.Based on a set ofQ&A published on the NDRCs official website,an NDRC official indicated that aftera PRC c

305、ompany submits its application for overseas listing to the CSRC and wherematters relating to prohibited businesses under the Negative List are implicated,the CSRC will consult the regulatory authorities having jurisdiction over therelevant industries and fields.On January 4,2022,the CAC,the NDRC,and

306、 several other administrationsjointly adopted and published the revised Cybersecurity Review Measures(“CRM”),which took effect on February15,2022,and replaced the Revised Draft issued onJuly10,2021.Pursuant to the revised CRM,if a network platform operator holdingpersonal information of over one mil

307、lion users seeks for“foreign”listing,itmust apply for the cybersecurity review.In addition,operators of criticalinformation infrastructure purchasing network products and services are alsoobligated to apply for the cybersecurity review for such purchasing activities.Although the CRM provides no furt

308、her explanation on the extent of“network platformoperator”and“foreign”listing,we do not believe we are obligated to apply fora cybersecurity review pursuant to the revised CRM,considering that(i)we are notin possession of or otherwise holding personal information of over one millionusers,and it is a

309、lso very unlikely that we will reach such threshold in the nearfuture;and(ii)as of the date of this prospectus,we have not received any noticeor determination from applicable PRC governmental authorities identifying it as acritical information infrastructure operator.On February17,2023,the China Sec

310、urities Regulatory Commission,or the CSRC,as approved by the State Council,released the CSRC Filing Rules,which came intoeffect on March31,2023.Under the CSRC Filing Rules,a filing based regulatorysystem shall be applied to“indirect overseas offerings and listings”of PRCdomestic companies,which refe

311、rs to securities offerings and listings in anoverseas market made under the name of an offshore entity but based on theunderlying equity,assets,earnings or other similar rights of a domestic companythat operates its main business domestically.The CSRC Filing Rules state that,anypost-listing follow-o

312、n offering by an issuer in the same overseas market,includingissuance of shares,convertible notes and other similar securities,shall besubject to filing requirement within threebusinessdays after the completion ofthe offering.We believe that we are not subject to the CSRC Filing Rules,becausewe are

313、incorporated in the Cayman Islands and our subsidiaries are incorporated inHong Kong,the British Virgin Islands and operate in Hong Kong without anysubsidiary or VIE structure in mainland China,and we do not have any businessoperations or maintain any office or personnel in mainland China.However,as

314、 theCSRC Filing Rules and the supporting guidelines are newly published,there existsuncertainty with respect to the implementation and interpretation of the principleof“substance over form.”If our offering and listing is later deemed as“indirect overseas offering and listing by companies in mainland

315、 China”under theCSRC Filing Rules,we may need to complete the filing procedures for our offeringand listing.If we are subject to the filing requirements,we cannot assure youthat we will be able to complete such filings in a timely manner or even at all.Since these statements and regulatory actions a

316、re new,it is highly uncertain howsoon the legislative or administrative regulation making bodies will respond orwhat existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such mod

317、ified or new laws and regulations willhave on our daily business operations,its ability to accept foreign investments,and the listing of the Shares on a U.S.or other foreign exchange.There remainssignificant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regu

318、lations.If the CSRC Filing Rules become applicable tothe Operating Subsidiary or if the Measures for Cybersecurity Review(2021)or thePRC Personal Information Protection Law becomes applicable to the OperatingSubsidiary,the business operation of the Operating Subsidiary and the listing122025/5/21 15:

319、00sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025045520/ea0221953-08.htm23/226Table of Contentsof the Shares in the UnitedStates could be subject to the CACs cybersecurityreview or CSRC Overseas Issuance and Listing r

320、eview in the future.If theapplicable laws,regulations,or interpretations change and the OperatingSubsidiary becomes subject to the CAC or CSRC review,we cannot assure you that theOperating Subsidiary will be able to comply with the regulatory requirements in allrespects,and our current practice of c

321、ollecting and processing personalinformation may be ordered to be rectified or terminated by regulatory authorities.If the Operating Subsidiary fails to receive or maintain such permissions or if therequired approvals are denied,the Operating Subsidiary may become subject to finesand other penalties

322、 that may have a material adverse effect on our business,operations,and financial condition and may hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of the Shares tosignificantly decline or be worthless.Permission Required from HongKong and PRC Authori

323、tiesAs of the date of this prospectus,the Operating Subsidiary has obtained allrequisite licenses and approvals for the operation of their respective business inHong Kong which remain in force and have not been suspended or revoked.Thepersonnel of the Operating Subsidiary are also subject to the rel

324、evant laws andregulations.As of the date of this prospectus,UPT is not required to obtain anypermission or approval from HongKong authorities to issue the Shares to foreigninvestors.We are also not required to obtain permissions or approvals from any PRCauthorities before listing in the United State

325、 and to issue the Shares to foreigninvestors or operate our business as currently conducted,including the CSRC,theCAC,or any other governmental agency that is required to approve our operations.As of the date of this prospectus,based on PRC laws and regulations effectiveas of the date of this prospe

326、ctus,the Company is not required to obtainpermissions or approvals from any PRC authorities before listing in theUnitedStates and to issue our Ordinary Shares to foreign investors or operate thebusiness as currently conducted,including the CSRC,the CAC,or any othergovernmental agency that is require

327、d to approve our operations,because(i)theCSRC currently has not issued any definitive rule or interpretation concerningwhether offerings like ours under this prospectus are subject to this regulation;and(ii)the Operating Subsidiary was established and operate in HongKong and isnot included in the ca

328、tegories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC.UPT and the OperatingSubsidiary are not required to obtain any permissions or approvals from any Chineseauthorities to operate their business as of the date of this prospectus.Nopermis

329、sions or approvals have been applied for by the Company or denied by anyrelevant authority.HongKong is a Special Administrative Region of the PRC and the basic policiesof the PRC regarding HongKong are reflected in the Basic Law,which serves asHongKongs constitution(the“Basic Law”).The Basic Law pro

330、vides HongKongwith a high degree of autonomy and executive,legislative and independent judicialpowers,including that of final adjudication under the principle of“one country,two systems.”However,there is no assurance that there will not be any changes inthe economic,political and legal environment i

331、n HongKong in the future.In theevent that(i)the PRC government expanded the categories of industries andcompanies whose foreign securities offerings are subject to review by the CSRC orthe CAC and that we are required to obtain such permissions or approvals,(ii)weinadvertently concluded that relevan

332、t permissions or approvals were not required orthat we did not receive or maintain relevant permissions or approvals required,or(iii)applicable laws,regulations,or interpretations change and require us toobtain such permissions or approvals in the future,we may face similar regulatoryrisks as those

333、operated in mainland China,including the ability to offersecurities to investors,list their securities on a U.S.or other foreignexchanges,conduct their business or accept foreign investment or sanctions by theCSRC,the CAC,or other PRC regulatory agencies.Recent PCAOB DevelopmentsOn May 20,2020,the U.S.Senate passed the HFCA Act,which includesrequirements for the SEC to identify issuers whose audit