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1、2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm1/302F-1/A 1 formf-1a.htm F-1/A As filed with the Securities and Exchange Commission on May 21,2025.Registration No.333-275665 UNITED STATES

2、SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.9 TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 COR3&Co.(Holdings)Limited(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 2300 Not App

3、licable(State or Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)No.184,Persiaran S2 B1Seremban 270300 Seremban,Negeri SembilanMalaysia+60 6601 5313(Address,including zip code,and telephone number,including area co

4、de,of registrants principal executive office)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,New York 10168+800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Mengyi“Jason”Ye,Esq.Yarona Yieh,Esq.Ortoli Rosenstadt LLP366 Mad

5、ison Avenue3rd FloorNew York,NY 10017Telephone:(212)588-0022Henry F.Schlueter,Esq.Celia Velletri,Esq.Schlueter&Associates,P.C.5290 DTC ParkwaySuite 150 Greenwood VillageCO 80111Telephone:(303)292-3883 Approximate date of commencement of proposed sale to the public:As soon as practicable after the ef

6、fective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actof 1933,check the following box.If this Form is filed to register additional securities for an offering p

7、ursuant to Rule 462(b)under the Securities Act,check the following box and listthe Securities Act registration 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 the Securities Act,check

8、 the following box and list the Securities Actregistration 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(d)under the Securities Act,check the following box and list the Securities Actregist

9、ration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company 2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/00

10、0164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm2/302If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the extended transition peri

11、od for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act.The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification af

12、ter April 5,2012.The Registrant hereby files this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance

13、 withSection 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as theCommission,acting pursuant to said Section 8(a),may determine.2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/A

14、rchives/edgar/data/1982661/000164117225011894/formf-1a.htm3/302 EXPLANATORY NOTE This Registration Statement contain two prospectuses,as set forth below:-Public Offering Prospectus.A prospectus to be used for this initial public offering by us of 2,250,000 of our Ordinary Shares and 1,625,000Ordinar

15、y Shares of the Selling Shareholders,or the public offering prospectus,through the underwriter named in the Underwriting section of thepublic offering prospectus.-Resale Prospectus.A prospectus to be used for the potential resale by Soaring Fame,Emprise Ahead,Vantage Success,Alpha Summit and ShaoQi

16、as to 610,000,273,430,304,900,163,100 and 111,470 Ordinary Shares of the registrant respectively(the“Resale Prospectus”).The ResaleShares contained in the Resale Prospectus will not be underwritten and sold through the underwriter.The Resale Prospectus is substantively identical to the Public Offeri

17、ng Prospectus,except for the following principal points:they contain different outside and inside front covers;the Offering section in the Prospectus Summary section on page 7 of the Public Offering Prospectus is removed and replaced with theOffering section on page Alt-1 of the Resale Prospectus;th

18、ey contain different Use of Proceeds sections on page 26 of the Public Offering Prospectus is removed and replaced with the Use ofProceeds section on page Alt-1 of the Resale Prospectus;the Capitalization and Dilution sections on page 27,page 28 of the Public Offering Prospectus are deleted from the

19、 Resale Prospectusrespectively;a Resale Shareholders section is included in the Resale Prospectus beginning on page Alt-i of the Resale Prospectus;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section on page 139 of

20、the Public Offering Prospectus is removed and replaced with a Plan of Distribution section onpage Alt-2 of the Resale Prospectus;the Legal Matters section on page 143 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page Alt-3 ofin the Resale Prospectus;and the out

21、side back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages to reflect the foregoing differences ofthe Resale Prospectus as compared to the Public Offering P

22、rospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant.The Resale Prospectus willbe substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used

23、for the resaleoffering by the Resale Shareholders.2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm4/302 The information in this prospectus is not complete and may be changed or supplemente

24、d.We may not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any jurisdiction where such an offer or sale is not p

25、ermitted.PRELIMINARY PROSPECTUSSubject to Completion,dated May 21,2025 COR3&Co.(Holdings)Limited 3,875,000 Ordinary Shares This is an initial public offering of our ordinary shares,US$0.001 par value per share.We are offering,on a firm commitment engagement basis,2,250,000 Ordinary Shares.The Sellin

26、g Shareholders(as defined and named herein)are offering an aggregate of 1,625,000 Ordinary Shares to theunderwriters pursuant to this prospectus.We anticipate that the initial public offering price of the Ordinary Shares will be between US$4.00 andUS$5.00 per Ordinary Share.Prior to this offering,th

27、ere has been no public market for our Ordinary Shares.We intend to list our Ordinary Shares on Nasdaq under the symbol“COC”.This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange.There can be no assurance that we will

28、be successful in listing our Ordinary Shares on the Nasdaq Capital Market or another national securitiesexchange.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectu

29、s.Any representation to the contrary is a criminal offense.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See Risk Factors beginningon page 14 to read about factors you should consider before buying our Ordinary Shares.We are an“Em

30、erging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible forreduced public company reporting requirements.Please see Implications of Our Being an Emerging Growth Company and Implications of Our Beinga Foreign Private Issuer beginning on

31、 page 12 of this prospectus for more information.We are a holding company that is incorporated in the Cayman Islands.As a holding company with no operations,we conduct all our operationsthrough our wholly owned subsidiaries in Malaysia and Singapore.The Ordinary Shares offered in this offering are s

32、hares of the holding company thatis incorporated in the Cayman Islands.Investors of our Ordinary Shares should be aware that they do not directly hold equity interests in theMalaysian and Singaporean operating entities,but rather are purchasing equity solely in COR3&Co.(Holdings)Limited,which indire

33、ctlyowns 100%equity interests in the Malaysian Subsidiaries and the Singaporean Operating Subsidiary.Upon completion of this offering,our issued and outstanding shares will consist of 12,350,000 Ordinary Shares,We will be a controlled company asdefined under Nasdaq Marketplace Rule 5615(c)because,im

34、mediately after the completion of this offering,Soaring Fame(as defined herein),ourcontrolling shareholder,will own approximately 50.40%of our total issued and outstanding Ordinary Shares,representing approximately 50.40%ofthe total voting power.Per Share Total(4)Initial public offering price(1)US$4

35、.50 US$17,437,500(4)Underwriting discounts and commissions(2)US$0.2925 US$1,133,437.50 Proceeds to the Company before expenses(3)US$4.2075 US$9,466,875 Proceeds to the Selling Shareholders US$4.2075 US$6,837,187.50 (1)Initial public offering price per share is assumed to be US$4.50,being the mid-poi

36、nt of the initial public offering price range.(2)We,and the Selling Shareholders have agreed to pay the underwriters a discount equal to 6.5%of the gross proceeds of the offering.This table doesnot include a non-accountable expense allowance equal to 1.0%of the gross proceeds of this offering payabl

37、e to the underwriters.For a description ofthe other compensation to be received by the underwriters,see“Underwriting”beginning on page 139.(3)Excludes fees and expenses payable to the underwriters.The total amount of underwriter expenses related to this offering is set forth in the sectionentitled“E

38、xpenses Relating to This Offering”on page 134.(4)Includes US$10,125,000 gross proceeds from the sale of 2,250,000 Ordinary Shares offered by our Company and US$7,312,500 gross proceedsfrom the sale of 1,625,000 Ordinary Shares offered by the Selling Shareholders.If we complete this offering,net proc

39、eeds will be delivered to us on the closing date.The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about,2025.You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date

40、otherthan the date hereof,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registrationstatement of which this prospectus forms a part.No dealer,salesperson or any other person is authorized to give any information or make any repres

41、entations in connection with this offering otherthan those contained in this prospectus and,if given or made,the information or representations must not be relied upon as having been authorized byus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securit

42、y other than the securities offered by this2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm5/302prospectus,or an offer to sell or a solicitation of an offer to buy any securities by anyone

43、 in any jurisdiction in which the offer or solicitation is notauthorized or is unlawful.Bancroft Capital,LLC Eddid Securities USA,Inc.The date of this prospectus is,2025.2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/0

44、00164117225011894/formf-1a.htm6/302 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL INFORMATION2MARKET AND INDUSTRY DATA3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4DEFINITIONS5PROSPECTUS SUMMARY7RISK FACTORS14ENFORCEABILITY OF CIVIL LIABILITIES24USE OF PROCEEDS26CAPITALI

45、ZATION27DILUTION28SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA29DIVIDEND POLICY31MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS31HISTORY AND CORPORATE STRUCTURE70INDUSTRY OVERVIEW73BUSINESS78REGULATORY ENVIRONMENT98MANAGEMENT114EXECUTIVE COMPENSATION120PRINCIP

46、AL SHAREHOLDERS122SELLING SHAREHOLDERS123RELATED PARTY TRANSACTIONS124DESCRIPTION OF SHARE CAPITAL124CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS132SHARES ELIGIBLE FOR FUTURE SALE133EXPENSES RELATED TO THIS OFFERING134MATERIAL TAX CONSIDERATIONS135UNDERWRITING139LEGAL MATTERS143EXPERTS144WHERE YOU

47、CAN FIND ADDITIONAL INFORMATION145INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until _,2025(the 25th day after the date of this prospectus),all dealers that effect transactions in these Ordinary Shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in a

48、ddition to the dealers obligation to deliver a prospectus when actingas an underwriter and with respect to their unsold allotments or subscriptions.i2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/for

49、mf-1a.htm7/302 ABOUT THIS PROSPECTUS Neither we,the Selling Shareholders nor any of the underwriters have authorized anyone to provide you with any information or to make anyrepresentations other than as contained in this prospectus or in any related free writing prospectus.Neither we,the Selling Sh

50、areholders nor theunderwriters take responsibility for,and provide no assurance about the reliability of,any information that others may give you.This prospectus is anoffer to sell only the securities offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so.The in

51、formation containedin this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changed since that date.For investors outside the

52、 United States:Neither we,the Selling Shareholders nor the underwriters have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Personsoutside the United States who c

53、ome into possession of this prospectus must inform themselves about,and observe any restrictions relating to,theoffering of the Ordinary Shares and the distribution of this prospectus outside the United States.We obtained statistical data,market data and other industry data and forecasts used in thi

54、s prospectus from market research,publicly availableinformation and industry publications.While we believe that the statistical data,industry data,forecasts and market research are reliable,we have notindependently verified the data.12025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011

55、894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm8/302 PRESENTATION OF FINANCIAL INFORMATION Basis of Presentation Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordance with the provision

56、s of theInternational Financial Reporting Standards(“IFRS”).Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggr

57、egation of those that precede them and amountsand figures expressed as percentages in the text may not total 100%or,when aggregated may not be the arithmetic aggregation of the percentages thatprecede them.Our financial year ends on March 31 of each year.References in this prospectus to a financial

58、year,such as“financial year 2024”,relate to ourfinancial year ended March 31 of that calendar year.For the sake of undertaking a public offering of its Ordinary Shares,on November 17,2023,the Company completed a series of reorganizingtransactions resulting in 10,100,000 Ordinary Shares outstanding t

59、hat have been retroactively restated to the beginning of the first period presentedherein.Financial Information in U.S.Dollars Our reporting currency is the Malaysian Ringgit.This prospectus also contains translations of certain foreign currency amounts into U.S.dollars forthe convenience of the rea

60、der.Unless otherwise stated,all translations of Malaysian Ringgit into U.S.dollars were made at US$0.2117 to RM1.00 for2024 amounts and US$0.2266 to RM1.00 for 2023 amounts as well as US$0.2414 to RM1.00 and US$0.2130 to RM1.00 for the 6 months endedSeptember 30,2024 and 2023 amounts respectively in

61、 accordance with our internal exchange rate.In addition,this prospectus contains translations ofSingapore dollars to Malaysian Ringgit.Unless otherwise stated,all translations of Singapore dollar to Malaysian Ringgit were made at S$1 toRM3.5125 for 2024 amounts and S$1 to RM3.3130 for 2023 amounts a

62、s well as S$1 to RM3.2072 and S$1 to RM3.4336 for the 6 months endedSeptember 30,2024 and 2023 amounts respectively.We make no representation that the Malaysian Ringgit or U.S.dollar amounts referred to in thisprospectus could have been or could be converted into U.S.dollars or Malaysian Ringgit,as

63、the case may be,at any particular rate or at all andsimilarly for Singapore dollar to Malaysian Ringgit conversions.22025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm9/302 MARKET AND INDUST

64、RY DATA Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental and international agencies and industry publications and surveys including the Frost&Sullivan Report,a third-party globalre

65、search organization,commissioned by our Company.Industry publications and third-party research,surveys and reports generally indicate that theirinformation has been obtained from sources believed to be reliable.This information involves a number of assumptions and limitations,and you arecautioned no

66、t to give undue weight to such estimates.Our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under the heading“Risk Factors”in this prospectus.32025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhtt

67、ps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm10/302 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that relate to our current expectations and views of future events.These forward-lookingstatements are contained pri

68、ncipally in the sections entitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussionand Analysis of Financial Condition and Results of Operations,”“Industry Overview”and“Business.”These statements relate to events that involveknown and unknown risks,uncertainties and other

69、factors,including those listed under“Risk Factors,”which may cause our actual results,performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can b

70、e identified by words or phrases such as“believe”,“plan”,“expect”,“intend”,“should”,“seek”,“estimate”,“will”,“aim”and“anticipate”,or other similar expressions,but these are not the exclusive means of identifying such statements.Allstatements other than statements of historical facts included in this

71、 document,including those regarding future financial position and results,businessstrategy,plans and objectives of management for future operations(including development plans and dividends)and statements on future industrygrowth are forward-looking statements.In addition,we and our representatives

72、may from time to time make other oral or written statements which areforward-looking statements,including in our periodic reports that we will file with the SEC,other information sent to our shareholders and otherwritten materials.These forward-looking statements are subject to risks,uncertainties a

73、nd assumptions,some of which are beyond our control.In addition,theseforward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance.Actual outcomes maydiffer materially from the information contained in the forward-looking statements

74、as a result of a number of factors,including,without limitation,therisk factors set forth in“Risk Factors”and the following:our business and operating strategies and our various measures to implement such strategies;our operations and business prospects,including development and capital expenditure

75、plans for our existing business;changes in policies,legislation,regulations or practices in the industry and those countries or territories in which we operate that mayaffect our business operations;our financial condition,results of operations and dividend policy;changes in political and economic c

76、onditions and competition in the area in which we operate,including a downturn in the generaleconomy;the regulatory environment and industry outlook in general;future developments in the fashion clothing industry and actions of our competitors;catastrophic losses from man-made or natural disasters,s

77、uch as fires,floods,windstorms,earthquakes,diseases,epidemics,other adverseweather conditions or natural disasters,war,international or domestic terrorism,civil disturbances and other political or socialoccurrences;the loss of key personnel and the inability to replace such personnel on a timely bas

78、is or on terms acceptable to us;our ability to execute our strategies;changes in the need for capital and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes in the markets in which we operate,and in client demands,trends and preferences;exc

79、hange rate fluctuations,including fluctuations in the exchange rates of currencies that are used in our business;changes in interest rates or rates of inflation;and legal,regulatory and other proceedings arising out of our operations.The forward-looking statements made in this prospectus relate only

80、 to events or information as of the date on which the statements are made in thisprospectus.Except as required by law,we undertake no obligation to update or revise publicly any forward-looking statements,whether as a result ofnew information,future events or otherwise,after the date on which the st

81、atements are made or to reflect the occurrence of unanticipated events.Youshould read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement,of which thisprospectus is a part,completely and with the understanding that our actua

82、l future results or performance may be materially different from what weexpect.This prospectus contains certain data and information that we obtained from various government and private publications.Statistical data in thesepublications also include projections based on a number of assumptions.The m

83、arkets for fashion clothing may not grow at the rate projected by suchmarket data,or at all.Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market priceof our Ordinary Shares.Furthermore,if any one or more of the assumptions under

84、lying the market data are later found to be incorrect,actual resultsmay differ from the projections based on these assumptions.You should not place undue reliance on these forward-looking statements.42025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov

85、/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm11/302 DEFINITIONS“Alpha Summit”means Alpha Summit Ventures Limited,a company incorporated in the BVI on October 26,2022,and held 100%by Mr.Ong ChorWei,an Independent Third Party.Alpha Summit owns 3.10%of our outstanding Ordinary Shares pri

86、or to this offering and is one of the SellingShareholders.“Amended and Restated Articles of Association”means the amended and restated articles of association of our Company adopted on November 1,2023 and effective upon listing of our Shares on the Nasdaq Stock Exchange,as amended from time to time.

87、A copy of the Amended and RestatedMemorandum of Association and the Amended and Restated Articles of Association are filed as Exhibit 3.1 to our Registration Statement of which thisprospectus forms a part.“Amended and Restated Memorandum of Association”means the amended and restated memorandum of as

88、sociation of our Company adopted onNovember 1,2023 and as supplemented,amended or otherwise modified from time to time.“Amended and Restated Memorandum and Articles of Association”means our Amended and Restated Memorandum of Association and our Amendedand Restated Articles of Association.“Business D

89、ay”means a day(other than a Saturday,Sunday or public holiday in the U.S.)on which licensed banks in the U.S.are generally open fornormal business to the public.“BVI”means the British Virgin Islands.“Company”or“our Company”means COR3&Co.(Holdings)Limited,an exempted company incorporated in the Cayma

90、n Islands with limitedliability under the Companies Act on March 14,2023.“Companies Act”means the Companies Act(2023 Revision)of the Cayman Islands.“COVID-19”means the Coronavirus Disease 2019.“Directors”means the directors of our Company as at the date of this prospectus,unless otherwise stated.“Em

91、prise Ahead”means Emprise Ahead Limited,a company incorporated in the BVI on August 18,2022 and owned as to 100%by Mr.Chang KinMan.Emprise Ahead owns 3.43%of our outstanding Ordinary Shares prior to this offering and is one of the Selling Shareholders.“Exchange Act”means the United States Securities

92、 Exchange Act of 1934,as amended.“Executive Directors”means the executive Directors of our Company as at the date of this prospectus,unless otherwise stated.“Executive Officers”means the executive officers of our Company as at the date of this prospectus,unless otherwise stated.“Frost&Sullivan”means

93、 Frost&Sullivan Limited,a business consulting firm involved in market research,analysis and growth strategy consultingand an Independent Third Party.“Group,”“our Group,”“we,”“us,”or“our”means our Company and its subsidiaries or any of them,or where the context so requires,in respect of theperiod bef

94、ore our Company becoming the holding company of its present subsidiaries,such subsidiaries as if they were subsidiaries of our Company atthe relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors.“Harmonic Charm”means Harmonic Ch

95、arm Limited,a company incorporated in the BVI on December 2,2022 and held as to 100%by Mr.Soh ChinYi,an Independent Third Party.Harmonic Charm holds 3.38%of our outstanding Ordinary Shares prior to this offering.“HI Style(M)”means HI Style Apparel Sdn.Bhd,a company incorporated in Malaysia on April

96、22,2008 and an indirect wholly owned subsidiary ofour Company.“HI Style(S)”means HI Style(Singapore)Pte.Ltd.,a company incorporated in Singapore on February 6,2014 and an indirect majority ownedsubsidiary of our Company,which our Company,via Treasure Zenith,indirectly holds 60%of the issued share ca

97、pital of HI Style(S).The balance40%of the issued share capital is held by Mr.CS Pwa,the brother of Mr.CC Pwa and Mr.CT Pwa.“Immence”means Immence Sdn.Bhd.,a company incorporated in Malaysia on December 23,2021 and majority-owned as to 95%by HI Style(M)and 5%by Mr.Lim Leong Wei,an Independent Third P

98、arty.52025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm12/302 “Independent Directors”means the independent non-executive Directors of our Company as at the date of this prospectus,unless ot

99、herwise stated.“Independent Third Party”means a person or company who or which is independent 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 the spouse or descendant(by birth or adoption)of any 5%owner of theCompany.“ISO 9001:2

100、015”means a quality management system standard that is based on a number of quality management principles including a strongcustomer focus,the motivation and implication of top management,the process approach and continual improvement.“Malaysian Operating Subsidiaries”means collectively HI Style(M),

101、Immence,Sby Fashion and Sub Crew.“Mr.CC Pwa”means Mr.Chong Chin Pwa,our Executive Director,Chairman,Chief Executive Officer and controlling shareholder of our Companyand the brother of Mr.CT Pwa and Mr.CS Pwa.“Mr.CT Pwa”means Mr.Chong Tiong Pwa,our Executive Director and the brother of Mr.CC Pwa and

102、 Mr.CS Pwa.“Mr.CS Pwa”means Mr.Chong Sheng Pwa,the brother of Mr.CC Pwa and Mr.CT Pwa.“Ordinary Shares”or“Shares”means ordinary shares of par value US$0.001 each in the capital of our Company.“PRC”means The Peoples Republic of China.“Resale Shareholders”means Soaring Fame;Emprise Ahead;Vantage Succe

103、ss;Alpha Summit;Shao Qi,those shareholders who are selling a portionof their shares under the Resale Prospectus.“RM”or“Ringgit”means Malaysian Ringgit,the lawful currency of Malaysia.“Sby Fashion”means Sby Fashion Sdn.Bhd.,a company incorporated in Malaysia on August 18,2014 and an indirect wholly o

104、wned subsidiary of ourCompany.“SEC”or“Securities and Exchange Commission”means the United States Securities and Exchange Commission.“Securities Act”means the U.S.Securities Act of 1933,as amended.“Selling Shareholders”means Soaring Fame,Enterprise Ahead,Vantage Success,Alpha Summit and Shao Qi,all e

105、xisting shareholders who are sellinga portion of their shares in the offering.“Shao Qi”means Shao Qi Limited,a company incorporated in Hong Kong on August 25,2020 and held as to 100%by Mr.Qiu Zhiqiang,anIndependent Third Party.Shao Qi owns 1.47%of our outstanding Ordinary Shares prior to this offeri

106、ng and is one of the Selling Shareholders.“S$”or“SGD”or“Singapore Dollars”means Singapore dollar(s),the lawful currency of the Republic of Singapore.“Singaporean Operating Subsidiary”means HI Style(S).“Soaring Fame”means Soaring Fame Global Limited,a company incorporated in the BVI on August 8,2022,

107、and held as to 60%and 40%by Mr.CCPwa and Mr.CT Pwa respectively.“Sub Crew”means Sub Crew Apparel Sdn.Bhd.,a company incorporated in Malaysia on March 18,2019,and an indirect wholly owned subsidiary ofour Company.“Summit Knight”means Summit Knight Limited,a company incorporated in the BVI on October

108、20,2022,and held as to 100%by Ms.Chong SuiChin,our Chief Operating Officer and spouse of Mr.CC Pwa.Summit Knight holds 4.42%of our outstanding Ordinary Shares prior to this offering.“Treasure Zenith”means Treasure Zenith Limited,a company incorporated in the BVI on July 11,2022 and a direct wholly o

109、wned subsidiary of ourCompany.“US$”“$”or“USD”or“United States Dollars”means United States dollar(s),the lawful currency of the United States of America.“Vantage Success”means Vantage Success Enterprises Limited,a company incorporated in the BVI on October 6,2022 and held as to 100%by Mr.Ling Wai Hoi

110、,an Independent Third Party.Vantage Success holds 4.90%of our outstanding Ordinary Shares prior to this offering and is one of theSelling Shareholders.62025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/

111、formf-1a.htm13/302 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that may beimportant to you,and we urge you to read this entire prospectus carefully,including the“Risk Factors,”“Business”and“Manageme

112、nts Discussionand Analysis of Financial Condition and Results of Operations”sections and our consolidated financial statements and notes to those statements,included elsewhere in this prospectus,before deciding to invest in our Ordinary Shares.This prospectus includes forward-looking statements that

113、involve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements.”Overview COR3&Co.(Holdings)Limited was formed on March 14,2023,under the laws of the Cayman Islands.Our founding operating entity,HI Style(M)was founded in 2008.We are principally engaged in the retail of fashion

114、apparel through our four brands,(i)HI Style,(ii)Fave,(iii)SUB and(iv)Bottled Dream.HI Style focuses on menswear products while Fave focuses on womenswear products.SUB is a brand designed for those seeking highquality material clothing and timeless apparel options,while Bottled Dream caters to the pr

115、eferences of our younger customers seeking a more casuallook and feel.We are committed to providing our customers with affordable,trendy,and comfortable clothing that fits their lifestyle.We empower our customers toexpress themselves through fashion by connecting them with a diverse range of fashion

116、 products.We sell over 1,400 and 4,300 products across our(i)e-commence platforms(our website and our app,namely,the“HI STYLE App”)and(ii)retail stores respectively.We operate 37 retail stores,employing more than 240 staff across Malaysia and Singapore.We believe our retail strategy allows us to int

117、eract more directly with and gain insightsfrom our customers while providing us with greater control of our brand.Our products consist of knitted and woven apparels such as t-shirts,trousers,hoodies,jackets,dresses and shorts for men and women.Our vision is to offer fashionable apparel products at a

118、ffordable prices and reliable quality,improve the satisfaction of our customers and provideopportunities for growth for our employees.The founding principles established by our founders drive our distinctive corporate culture and promote aset of core values that attracts passionate and motivated emp

119、loyees.We believe the passion and dedication of our management and employees allow usto successfully execute our business strategy,enhance brand loyalty and create a distinctive connection with our customers.To this end,we havesuccessfully achieved ISO 9001:2015 certification.This certification affi

120、rms that organizations attaining it have effectively showcased their capabilityto consistently deliver products and services that align with customer requirements,while actively striving to improve customer satisfaction.Our Competitive Strengths Established network of retail stores covering selected

121、 strategic geographical locations.Our retail stores are located in shopping malls,departmentstores and free-standing premises in prime locations to attract our target customers.In Singapore,our retail store network is located in the areas ofYishun,and Bugis.Our retail stores in Malaysia are located

122、in Negeri Sembilan,Selangor,Wilayah Persekutuan,Melaka,Johor,Penang,Perak,Pahang,Kelantan,and Sabah.We believe our established network of retail stores will facilitate the promotion and demand for our apparel products toboth existing and new customers,as well as the expansion of our business.Our web

123、sites and the HI STYLE App are intuitive and user-friendly resulting in a compelling user experience.We have developed our websites andthe HI STYLE App to offer an intuitive and user-friendly experience and ensure an enhanced user journey.Our e-commerce platforms have undergonefurther improvements t

124、o optimize their interface,enabling seamless navigation for a large volume of visitors.With the capacity to showcase over 1,400apparel products,our platforms cater to diverse customer preferences.In addition,our robust web systems ensure secure transactions and efficientmaintenance,minimizing any do

125、wntime.Leveraging the power of data analytics,we proactively analyze our online customers preferences andanticipate future demand,enabling us to strategically plan our product offerings for upcoming seasons.Superior design and sourcing.Drawing upon our management teams extensive experience and exper

126、tise in the apparel industry,we possess anunparalleled understanding of manufacturing,design,sourcing,and supply capabilities.This wealth of knowledge enables us well to both sustain andstrengthen our existing business relationships with purchasing companies in Malaysia.These companies boast an exte

127、nsive network of suppliers in thePRC and Bangladesh,which opens up exciting opportunities for us in areas such as cost effectiveness and product variety.Looking ahead,we arefocused on further expanding and diversifying our network of purchasing partners in Malaysia.By broadening our connections and

128、forging newcollaborations,we aim to enhance our ability to negotiate highly competitive terms,reducing our reliance on any single vendor and ensuring a resilientand advantageous procurement strategy.72025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov

129、/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm14/302 Strict quality assurance and control measures.We are committed to ensuring that our apparel products continue to meet the highest standards andhave implemented strict quality assurance and control measures.These measures include insp

130、ecting material samples during the design stages,conducting quality control checks on goods prior to shipment and upon arrival,and ensuring that all goods leaving the warehouse meet qualitystandards.The Company also implements strict quality control measures for selecting purchasing companies and su

131、ppliers,vetting them forcompliance with international manufacturing guidelines and local regulations.Factors considered when selecting suppliers include their experience,reputation,technical capabilities,financial strength,production capacity,quality control effectiveness,ethical practices,and past

132、compliance record.Experienced management team.Bolstered by our executive management teams extensive experience in the apparel industry,we have successfullycultivated sustainable business strategies,demonstrated foresight in anticipating fashion trends,effectively managed risks,navigated through thec

133、hallenges posed by the COVID-19 pandemic,and capitalized on profitable market opportunities.As a testament to our growth,we presently employ adedicated workforce of over 240 individuals and our product offerings are available in 37 esteemed retail stores across Malaysia and Singapore.With afirm beli

134、ef in the skills,qualifications,commitment,and strong leadership abilities of our management team,we are poised to not only sustain ourbusiness but also drive its continued expansion.Looking ahead,we aim to leverage our collective expertise to drive further growth.Respect for Design Rights.At the co

135、re of our values,we are committed to originality in our designs,ensuring that we uphold the utmost respect forthird-party intellectual property rights,specifically design rights.Recognizing the legal implications associated with registered designs,we haveproactively established a robust design polic

136、y.Central to this policy is a dedicated design team that diligently reviews and engages in thoroughdiscussions to identify and address potential areas of infringement.By prioritizing a comprehensive approach to design,we actively safeguard againstany violation of intellectual property rights,maintai

137、ning the integrity of our brand and fostering a culture of creativity and innovation.Movingforward,our commitment to originality remains steadfast as we continue to uphold the highest standards of ethical design practices.Our Growth Strategies Increase Sales and Marketing Efforts.We plan to continue

138、 our targeted marketing efforts such as social media marketing,placing advertisements,aswell as utilizing search engine marketing and search engine optimization.Benefit from High Growth of the Online Fashion.We intend to leverage our local know-how and operational excellence to benefit strongly from

139、 thisexpected offline-to-online shift.We will make use of data internally generated from browsing statistics and sales volume to identify trend leadingbrands and products based on shopper-centric and data-driven product selection criteria and formulate marketing strategies to establish and expand ou

140、rproduct offerings.Further Develop Design and Development Capabilities.We intend to recruit staff who have the requisite experience and ability to design and designboth enhanced product designs for apparel products and eye-catching and unique product designs which will bring depth and quality to our

141、 range ofdesign services.We will also consider developing new internal and external training for our design staff to enhance and develop their design andtechnical skills.In connection thereof,we intend to hire additional designers to enhance our design and development capabilities.Execute New Initia

142、tives,Expanding Stores and Entering New Countries.We intend to broaden our existing product offerings and leverage ourexisting technology platform,fulfilment,and customer service infrastructure to expand into adjacent product categories and segments,such aschildrenswear and accessories.Furthermore,o

143、ur executive management team believes that there are considerable opportunities to capture a largerportion of the international markets,in particular geographical regions such as Singapore and Indonesia.Attract,Motivate and Retain Talent to Support Our Business Growth.We believe in maintaining a pos

144、itive work environment which will encouragebetter staff retention.Our executive management team also regularly reviews our staffs remuneration to ensure it is competitive.Risks and Challenges Investing in our Ordinary Shares involves risks.The risks summarized below are qualified by reference to“Ris

145、k Factors”beginning on page 14 of thisprospectus,which you should carefully consider before deciding to purchase Ordinary Shares.If any of these risks actually occurs,our business,financial condition or results of operations would likely be materially adversely affected.In such case,the trading pric

146、e of our Ordinary Shares wouldlikely decline,and you may lose all or part of your investment.82025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm15/302 These risks include but are not limited

147、 to the following:Risks related to Our Business and Industry:We are dependent on our brands,and failure to successfully promote our brands may materially and adversely affect our business and results ofoperations.We are dependent on third-party manufacturers for the production of apparel products,so

148、 disruption to our relationship with them or theirmanufacturing operations could adversely affect our apparel supply chain management services.Any significant damage to our primary warehousing facility could have a material adverse effect on our results of operations.We rely on our ability to design

149、 in response to changes in consumers preference in a timely manner.We may be unable to successfully implement our business objectives and our expansion plans may not be successful.As we lease most of the properties for our retail outlets,we are exposed to risks relating to the commercial real estate

150、 rental market in Malaysiaand Singapore.Our success depends upon our key management personnel.If we are unable to maintain and protect our intellectual property,or if third parties assert that we infringe on their intellectual property rights,ourbusiness could suffer.Our business and operations may

151、be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak ofCOVID-19.We are exposed to risks arising from fluctuations of foreign currency exchange rates.We are affected by interest rate increases with respect to our banking facilities.Information t

152、echnology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our business and reputation may be affected by product liability claims,litigation,complaints,or adverse publicity.Our business operations may be subject to seasonality.We m

153、ay be unable to accurately control our inventory.Significant net current liabilities position raise concerns about the Companys ability to continue as a going concern.Risks related to Our Securities and This Offering:An active trading market for our Ordinary Shares may not be established or,if estab

154、lished,may not continue and the trading price for ourOrdinary Shares may fluctuate significantly.We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors ability to make transactions inour Ordinary Shares and subject us to additional trading res

155、trictions.The trading price of our Ordinary Shares may be volatile,which could result in substantial losses to investors.We may experience extreme stock price volatility,including any stock-run up,unrelated to our actual or expected operating performance,financialcondition or prospects,making it dif

156、ficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.If securities or industry analysts do not publish research or reports about our business,or if they adversely change their recommendationsregarding our Ordinary Shares,the market price for our Ordinary Share

157、s and trading volume could decline.Because we do not expect to pay dividends in the foreseeable future,you must rely on price appreciation of our Ordinary Shares for a return onyour investment.92025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archi

158、ves/edgar/data/1982661/000164117225011894/formf-1a.htm16/302 The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.Short selling may drive down the market price of our Ordinary Shares.Because our public offering price per share is s

159、ubstantially higher than our net tangible book value per share,you will experience immediate andsubstantial dilution.You must rely on the judgment of our management as to the uses of the net proceeds from this offering,and such uses may not produce income orincrease our share prices.If we are classi

160、fied as a passive foreign investment company,United States taxpayers who own our securities may have adverse United Statesfederal income tax consequences.Our controlling shareholder has substantial influence over the Company.Its interests may not be aligned with the interests of our othershareholder

161、s,and it could prevent or cause a change of control or other transactions.As a“controlled company”within the meaning of the Nasdaq Stock Market Rules,we may rely on exemptions from certain corporate governancerequirements that provide protection to shareholders of other companies.As a company incorp

162、orated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from Nasdaq corporate governance listing standards.These practices may afford less protection to shareholdersthan they would enjoy if we complied

163、 fully with Nasdaq corporate governance listing standards.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may be limited,because we areincorporated under Cayman Islands law.We are an emerging growth company within the meaning of the S

164、ecurities Act and may take advantage of certain reduced reporting requirements.We are a foreign private issuer within the meaning of the Exchange Act,and as such we are exempt from certain provisions applicable to UnitedStates domestic public companies.We may lose our foreign private issuer status i

165、n the future,which could result in significant additional costs and expenses to us.We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the NasdaqCapital Market.If we fail to maintain an effective system of internal c

166、ontrols,we may be unable to accurately or timely report our results of operations or preventfraud,and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.Certain judgments obtained against us or our auditor by our shareholders may not be enforceab

167、le.Corporate Information We were incorporated in the Cayman Islands on March 14,2023.Our registered office in the Cayman Islands is at Cricket Square,Hutchins Drive,P.O.Box 2681,Grand Cayman,KY1-1111 Cayman Islands.Our principal executive office is at No.184,Persiaran S2 B1,Seremban 2,70300Seremban,

168、Negeri Sembilan,Malaysia.Our telephone number at this location is+60 6601 5313.Our principal website is .Theinformation contained on our website does not form part of this prospectus.Our agent for service of process in the United States is Cogency GlobalInc.,122 E.42nd Street,18th Floor,New York,New

169、 York 10168.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as a shareholder,and yourability to protect your rights through the U.S.federal court system may be limited.Please refer to the sections entitled“Risk Factors”and“Enfor

170、ceability of Civil Liabilities”for more information.102025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm17/302 Corporate Structure Our Company was incorporated in the Cayman Islands on March

171、 14,2023,under the Companies Act as an exempted company with limited liability.Our authorized share capital is US$500,000 divided into 500,000,000 Ordinary Shares,par value US$0.001 per Ordinary Share.Treasure Zenith,HI Style(M),Sub Crew and Sby Fashion are our direct and indirect wholly owned subsi

172、diaries respectively.HI Style(S)is our 60%indirect subsidiary and the balance 40%is owned by Mr.CS Pwa.Immence is our 95%indirectly owned subsidiary and the balance 5%is owned byMr.Lim Leong Wei,an Independent Third Party.Please refer to the chart in the section entitled Organization Chart herein fo

173、r a graphicalrepresentation of the corporate structure of our Group.The charts below set out our corporate structure immediately before and after the offering:Immediately before the offering *The balance 5.0%is owned by Mr.Lim Leong Wei,an Independent Third Party.*The balance 40%is held by Mr.CS Pwa

174、,the brother of Mr.CC Pwa and CT Pwa.Immediately after the offering Note:Corporate structure assumes that the Ordinary Shares registered under the Resale Prospectus has not been sold by any Resale Shareholders.2025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/w

175、ww.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm18/302Implications of Our Being a“Controlled Company”Upon completion of this offering and without taking into account of the resale shares,Mr.CC Pwa,our Executive Director,Chairman,Chief ExecutiveOfficer and controlling shareholde

176、r,together with Mr.CT Pwa,our Executive director,through Soaring Fame,will be the beneficial owner of anaggregate of 6,834,300 Ordinary Shares,which will represent approximately 55.34%of the then total issued and outstanding Ordinary Shares.As aresult,we will remain a“controlled company”within the m

177、eaning of the Nasdaq Stock Market Rules and therefore we are eligible for,and,if we nolonger qualify as a foreign private issuer,we intend to rely on,certain exemptions from the corporate governance listing requirements of the Nasdaq.Implications of Our Being an Emerging Growth Company As a company

178、with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in theJumpstart Our Business Startups Act of 2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting andother requirements that are oth

179、erwise applicable generally to public companies.These provisions include:being permitted to provide only two financial years of selected financial information(rather than five years)and only two years ofaudited financial statements(rather than three years),in addition to any required unaudited inter

180、im financial statements,withcorrespondingly reduced“Managements Discussion and Analysis of Financial Condition and Results of Operations”disclosure;and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act,on the effectiveness of our internalcontrol over fin

181、ancial reporting.112025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm19/302 We may take advantage of these reporting exemptions until we are no longer an emerging growth company.We will rema

182、in an emerging growthcompany until the earliest of(1)the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs,(2)the last dayof the fiscal year in which we have total annual gross revenue of at least US$1.235 billion,(3)the date on which we are deemed

183、to be a“largeaccelerated filer”under the Securities Exchange Act of 1934,as amended(the“Exchange Act”),which means the market value of our Ordinary Sharesthat are held by non-affiliates exceeds US$700.0 million as of the prior December 31,and(4)the date on which we have issued more than US$1.0billio

184、n in non-convertible debt during the prior three-year period.We may choose to take advantage of some,but not all,of the available exemptions.We have included two years of selected financial data in this prospectus in reliance on the first exemption described above.Accordingly,theinformation containe

185、d herein may be different from the information you receive from other public companies in which you hold stock.Implications of Our Being a Foreign Private Issuer Upon completion of this offering,we will report under the Exchange Act as a non-U.S.company with foreign private issuer status.Even after

186、we nolonger qualify as an emerging growth company,as long as we qualify as a foreign private issuer under the Exchange Act,we will be exempt fromcertain provisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solic

187、itation of proxies,consents or authorizations in respect of a security registered underthe Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability forinsiders who profit from trades made in a short period o

188、f time;and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission,or the SEC,of quarterly reports onForm 6-K containing unaudited financial and other specified information,or current reports on Form 8-K,upon the occurrence ofspecified significant events.Bot

189、h foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,even if we no longer qualify as an emerging growth company but remain a foreign private issuer,we will continue to be exempt from the morestringent compens

190、ation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.In addition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly fro

191、m the corporate governance listing requirements of the Nasdaq.These practices may afford lessprotection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq.122025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/form

192、f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm20/302 The Offering Offering Price The initial public offering price is assumed to be between US$4.00 and US$5.00 perOrdinary Share Ordinary Shares offered by us 2,250,000 Ordinary Shares Ordinary Shares offered by

193、 the Selling Shareholders An aggregate of 1,625,000 Ordinary Shares(as to 1,175,000 Ordinary Shares by SoaringFame,73,000 Ordinary Shares by Emprise Ahead,190,000 Ordinary Shares by VantageSuccess,150,000 Ordinary Shares by Alpha Summit and 37,000 Ordinary Shares by ShaoQi)Ordinary Shares issued and

194、 outstanding prior to thisoffering 10,100,000 Ordinary Shares Ordinary Shares to be issued and outstandingimmediately after this offering 12,350,000 Ordinary Shares Use of proceeds We currently intend to use the net proceeds from this offering(i)for online expansion ofour retail network;(ii)for expa

195、nsion of our retail outlets;(iii)for geographical expansion;(iv)for repayment of certain loans from our controlling shareholder for the purpose ofpaying the expenses of obtaining a listing of our Ordinary Shares;(v)for reducing ourgearing by partially repaying certain loans to banks;and(vi)for gener

196、al working capitaland corporate purposes.See“Use of Proceeds.”Dividend policy We do not intend to pay any dividends on our Ordinary Shares in the foreseeable future.Instead,we anticipate that all of our earnings,if any,will be used for the operation andgrowth of our business.See“Dividend Policy”for

197、more information Lock-up We,each of our Directors and Executive Officers and principal shareholders,except forthe Selling Shareholder with respect to its Ordinary Shares sold in this offering and theResale Shareholders with respect to their sale of Ordinary Shares under the ResaleProspectus,have agr

198、eed,subject to certain exceptions,for a period of 180 days after thedate of this prospectus,not to,except in connection with this offering,offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract tosell,grant any option,right or warrant to purchase,l

199、end or otherwise transfer or disposeof,directly or indirectly,any Ordinary Shares or any other securities convertible into orexercisable or exchangeable for Ordinary Shares,or enter into any swap or otherarrangement that transfers to another,in whole or in part,any of the economicconsequences of own

200、ership of Ordinary Shares.See“Shares Eligible for Future Sale”and“UnderwritingLock-Up Agreements”Risk factors Investing in our Ordinary Shares involves risks.See“Risk Factors”beginning on page 14of this prospectus for a discussion of factors you should carefully consider before decidingto invest in

201、our Ordinary Shares Listing We plan to apply to list the Ordinary Shares on the Nasdaq Capital Market Proposed trading symbol COC Transfer agent VStock Transfer,LLC 132025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/0001

202、64117225011894/formf-1a.htm21/302 RISK FACTORS Investing in our shares is highly speculative and involves a significant degree of risk.You should carefully consider the following risks,as well asother information contained in this prospectus,before making an investment in our Company.The risks discu

203、ssed below could materially andadversely affect our business,prospects,financial condition,results of operations,cash flows,ability to pay dividends and the trading price of ourshares.Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also mat

204、erially and adverselyaffect our business,prospects,financial condition,results of operations,cash flows and ability to pay dividends,and you may lose all or part of yourinvestment.This prospectus also contains forward-looking statements having direct and/or indirect implications for our future perfo

205、rmance.Our actual resultsmay differ materially from those anticipated by these forward-looking statements due to certain factors,including the risks and uncertainties faced byus,as described below and elsewhere in this prospectus.Risks Related to Our Business and Industry We are dependent on our bra

206、nds,and failure to successfully promote our brands may materially and adversely affect our business and results ofoperations.Brand image is a key factor in consumer purchasing decisions for fashion apparel.We are committed to building our brands through the introductionof stylish and quality designs

207、 as well as through our promotional activities.We derive substantially all of our revenues from sales of our fashionapparel in Malaysia and Singapore,and our success depends on market perception and acceptance of our brands,the culture,lifestyle and imagesassociated with the brand.If we are unable t

208、o successfully promote and maintain our brands,our business and the results of operations may bematerially and adversely affected.Any negative publicity or disputes in Malaysia or Singapore regarding our brands,our products,our Company,ourmanagement,our sponsored organizations or individuals,or our

209、distributors or sub-distributors could materially and adversely affect public perceptionof our brands,which in turn could materially and adversely affect our business and results of operations.We are dependent on third-party manufacturers for the production of apparel products,so disruption to our r

210、elationship with them or theirmanufacturing operations could adversely affect our apparel supply chain management services.All of our apparel products were produced by third-party manufacturers located in the PRC and Bangladesh.As such,we rely heavily on the abilityand efficiency of third-party manu

211、facturers to produce apparel products for us and therefore play a vital role in our business operations.We do notenter into any long-term contracts with our third-party manufacturers and instead we engage them on a case-by-case basis depending on our needs andrequirements.There is no assurance that

212、all or any of our third-party manufacturers will continue to produce apparel products for us of our desiredquality and quantity,in a timely manner and on terms commercially acceptable to us.Any disruption to our third-party manufacturers production mayinevitably have an impact on their ability to pr

213、oduce the apparels products in line with our requirements.If any of our third-party manufacturersterminates its business relationship with us or if there were changes to the current business arrangements,we may be unable to source stable andsuitable products from comparable alternative third-party m

214、anufacturers in a timely manner or on terms commercially acceptable to us.Any of theabove may result in production delay which would adversely affect our ability to fulfil customers demand and in turn adversely affect our sales andprofitability.Further,as we have not entered into any long-term contr

215、act with our third-party manufacturers,the terms of services provided by them may also besusceptible to fluctuations with regard to pricing,timing and quality.Any increase in these factors may be passed on to us but we might not be able topass on all or any of the increase in costs to our customers,

216、which may have material adverse effect on our financial performance.Any significant damage to our primary warehousing facility could have a material adverse effect on our results of operations.We have only one primary warehousing facility located in Negeri Sembilan,Malaysia,in which we store substan

217、tially all products procured from oursuppliers.Power failures or disruptions,the breakdown,failure or substandard performance of equipment,and the destruction of buildings and otherfacilities due to fire or natural disasters such as flood,droughts or earthquakes would severely affect our ability to

218、continue our operations.In the eventof such disruptions,we may not be able to find suitable alternatives on a timely basis and at reasonable cost,which could have a material adverseeffect on our business and results of operations.We rely on our ability to design in response to changes in consumers p

219、reference in a timely manner.We believe that our success is,to a significant extent,attributable to the ability of our Groups design and product development teams to understandthe clothing apparel markets and to design desirable apparel products which are responsive and that keeps abreast with the c

220、hanges in consumerspreference.Due to the highly subjective nature of the apparels market and the rapid change in trends for apparel,we may be unable to capture orpredict the future fashion or color trend and continue to develop appealing designs for our customers.If we fail to(i)capture,predict or r

221、espond timelyto our customers preference;or(ii)introduce appealing and commercially viable apparel designs in a timely manner,our business and results ofoperations may be adversely affected.142025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archive

222、s/edgar/data/1982661/000164117225011894/formf-1a.htm22/302 We may be unable to successfully implement our business objectives and our expansion plans may not be successful.Our business objectives are accomplished by implementing various future business plans.Our Directors believe that our future suc

223、cess depends on ourability to continually expand our base of manufacturers and broaden our product offerings.However,such expansion plan is formulated based onassumptions as to the occurrence of certain future events,which may or may not materialize,and thus it is subject to a series of uncertaintie

224、s and risks,including but not limited to:lack of sufficient capital financing and potential ongoing financial obligations;failure to achieve the intended level of profitability;delays or difficulties in securing suitable new third-party manufacturers;and diversion of resources and management attenti

225、on.As such,there is no assurance that our expansion plan will materialize within the planned time frame,or at all,or that our business objectives will befully or partially accomplished.In the event that we fail to accomplish our expansion plan or to do so in a timely manner,we may not be able toachi

226、eve our planned future business growth and our operating results may be adversely affected.We expect to incur significant costs in connection with the expansion of our business,in particular,for our online stores.If we are unable to generatesufficient revenue from our business or our financial needs

227、 are larger than expected,we may need to raise funds from debt or equity financing means.Alternatively,we may need to make certain modifications to our current intended use of proceeds,which could have an adverse effect on ouroperations and future profitability.We also face the risk that our existin

228、g management staff,design and development capabilities,and internal control systems and other systems andprocedures may be inadequate to support our expansion plan.If we fail to continue to improve our infrastructure,management or operational systemsrequired to support our expansion plan,we may be u

229、nable to achieve our expansion objectives and our business operations may be seriously harmed.As we lease most of the properties for our retail outlets,we are exposed to risks relating to the commercial real estate rental market in Malaysiaand Singapore.We lease most of the properties for our retail

230、 outlets.Accordingly,rental costs account for a significant portion of our operating expenses.Lease agreements for our retail outlets typically have an initial term ranging from two to three years.Some of our lease agreements provide that therent will increase within the initial term or after the in

231、itial term at a fixed rate or at the then prevailing market rate.If we fail to renew any of ourexisting leases,we will have to identify alternative premises.Our business operations may be interrupted as a result of the relocation,and we mayincur additional costs and expenses in connection with the r

232、estoration and/or relocation.Further,if a lease agreement is renewed at a rate substantially higher than the existing rate or any existing favorable terms granted by the landlord,ifany,is not extended,we must evaluate whether renewal on such modified terms is in our interest.If we are unable to rene

233、w leases for our retail outlets,we will have to close or relocate the relevant retail outlet,which would lead to loss of sales during the period of closure,write-off of fixed assets andcould subject us to installation and renovation costs and other costs and risks.In addition,the revenue and any pro

234、fit generated at a relocated retailoutlet may be less than the revenue and profit previously generated at the closed retail outlet.Therefore,any inability to renew existing leases oncommercially acceptable terms could adversely affect our business,results of operations and financial condition.We als

235、o compete with other retailersfor prime locations in a highly competitive market for premises.There is no assurance that we will be able to enter into new lease agreements forattractive locations or renew existing lease agreements on commercially reasonable terms,if at all.Therefore,any inability to

236、 obtain leases fordesirable retail outlets on commercially reasonable terms could adversely affect our business,results of operations and financial conditions.Our success depends upon our key management personnel.Our Directors believe that our success depends,to a significant extent,on the capabilit

237、y,expertise and continued services of key members of ourmanagement team,including our executive Directors and other members of our management who have operational experience in our business.Inparticular,we rely on Mr.CC Pwa,one of our founders,our Chief Executive Officer,Chairman and Executive Direc

238、tor,who has over 22 years ofexperience in the clothing apparel industry.If we were to lose the services of Mr.CC Pwa or any key member of our management team without asuitable replacement or were unable to attract new qualified members with suitable experience to join our management team as we conti

239、nue to grow,the implementation of our business strategies may be affected,which could materially and adversely affect our business,results of operations andprospects.152025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000

240、164117225011894/formf-1a.htm23/302 We also rely on our employees,including experienced design and product development,sales and procurement personnel,for our daily operations andbusiness expansion.We cannot assure you that we will be able to continue to attract and retain sufficiently skilled and ex

241、perienced employees in thefuture.If we fail to recruit,retain,or train skilled employees,our business,results of operations and prospects could be materially and adverselyaffected.If we are unable to maintain and protect our intellectual property,or if third parties assert that we infringe on their

242、intellectual property rights,ourbusiness could suffer.Our business depends,in part,on our ability to identify and protect proprietary information and other intellectual property such as our product designs.We rely on trade secrets,confidentiality policies,non-disclosure and other contractual arrange

243、ments and copyright and trademark laws to protect ourintellectual property rights.However,we may not adequately protect these rights,and their disclosure to,or use by,third parties may harm ourcompetitive position.Our inability to detect unauthorized use of,or to take appropriate or timely steps to

244、enforce,our intellectual property rights mayharm our business.Also,third parties may claim that our business operations infringe on their intellectual property rights.These claims may harm ourreputation,be a financial burden to defend,distract the attention of our management and prevent us from offe

245、ring some services.Intellectual propertyis increasingly stored or carried on mobile devices,such as laptop computers,which increases the risk of inadvertent disclosure if the mobile devicesare lost or stolen,and the information has not been adequately safeguarded or encrypted.This also makes it easi

246、er for someone with access to oursystems,or someone who gains unauthorized access,to steal information and use it to our disadvantage.Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak ofCOVID-19.The global pan

247、demic outbreak of COVID-19 announced by the World Health Organization in early 2020 has disrupted our operations,and theoperations of our customers,suppliers and/or subcontractors.If the development of the COVID-19 outbreak becomes more severe or if our customers,suppliers,and sub-contractors are fo

248、rced to close down their businesses after prolonged disruptions to their operations,we may experience a delay orshortage of raw materials,supplies and/or services by our suppliers.In such event,our operations may be severely disrupted,which may have amaterial and adverse effect on our business,finan

249、cial condition,and results of operations.Our revenue and profitability may also be materiallyaffected if the COVID-19 outbreak continues to materially affect the overall economic and market conditions in Malaysia and Singapore and theeconomic slowdown and/or negative business sentiment could potenti

250、ally have an adverse impact on our business and operations.We are uncertain asto when the outbreak of COVID-19 will be contained,and we cannot predict if the impact of the outbreak will be short-lived or long-lasting.If theoutbreak of COVID-19 is not effectively controlled within a short period of t

251、ime,our business,financial condition,results of operations and prospectsmay be materially and adversely affected.We are exposed to risks arising from fluctuations of foreign currency exchange rates.Our business is exposed to certain foreign currency exchange risks as our reporting currency is the Ma

252、laysian Ringgit and Singapore dollar and oursales and procurement were denominated in Malaysian Ringgit and United States dollar.To the extent that our Groups sales and purchases andoperating costs are not denominated in the same currency and to the extent that there are timing differences between i

253、nvoicing and payment from oursuppliers,we may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency.We are affected by interest rate increases with respect to our banking facilities.Generally,we fund our operations via our i

254、nternal resources and short and long-term financing from banks.Any disruption,uncertainty and volatilityin the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable terms and financecosts.If all or a substantial portion of our

255、 credit facilities are withdrawn and we are unable to secure alternative funding on acceptable commercialterms,our operations and financial position will be adversely affected.The interest rates for most of our credit facilities are subject to review fromtime to time by the relevant financial instit

256、utions.Given that we rely on these credit facilities to finance our operations and that interest expensesrepresent a significant percentage of our expenses,any increase in the interest rates of the credit facilities extended to us may have a material adverseimpact on our profitability.We currently h

257、ave nine bank facilities of which seven are taken out by Hi Style(M)of in aggregate approximately RM20,000,000 with maturity datesof between 2025 and 2040 and two are taken out by Sub Crew in the aggregate amount of approximately RM3,000,000 with maturity dates between2025 and 2027.In May 2023,banks

258、 in Malaysia revised their Standardized Base Rate and Base Lending Rate upward by 0%to 3.00%resulting in rateincreases for certain of our bank facilities.Three of the facilities taken out by Hi Style(M)are at a fixed interest rate and were not affected by the rateincrease.As a result of the rate hik

259、e,borrowing costs for the Group increased by approximately RM4,400 per month.Despite the effect of the rateincrease on our Group not being significant,if rates continue to rise and we are unable to pass this increased cost to our customers,our financialperformance may be materially and adversely aff

260、ected.Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.Our Group has installed a point-of-sale software system(“POS System”)at each of our retail outlets and central office.We will rely on the POSSystem to mon

261、itor the daily operations of our retail outlets and to collect accurate up-to-date financial and operating data for business analysis.Anydamage or failure of our system including hardware and software failures,and computer viruses that causes an interruption to our operations couldhave a material ad

262、verse effect on our business and results of operations.162025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm24/302 Our business and reputation may be affected by product liability claims,liti

263、gation,complaints or adverse publicity.We are exposed to potential product liability claims in the event that there is any damage caused by defective products,which could also adverselyaffect our reputation and business relationships.As Malaysia and Singapore are our major markets accounting for all

264、 of our sales for the six monthsended September 30,2024 and for the years ended March 31,2024,2023 and 2022,we are particularly exposed to product liability claims arising fromthese countries made on a contractual or tortious basis.Should there be a material increase in the number of product liabili

265、ty claims,we may incursignificant time and legal costs regardless of the outcome of any claim of alleged defect and our business,financial condition and results of operationscould be materially and adversely affected.Our business operations may be subject to seasonality.Our results from operations a

266、re affected by seasonal fluctuations in demand for our products.We usually experience higher sales volume in the timeleading to Christmas,Deepavali,Muslim Ramadan festivals and Chinese New Year holidays,as well as around the few major online shoppingholidays in the PRC.Moreover,sales of certain prod

267、ucts are subject to seasonality by nature.For example,sales of jackets are generally higher inmonsoon seasons,and our fashion collection before the Chinese New Year and Christmas would be designed with consideration to themes or festival-related colors to boost sales volume.Accordingly,various aspec

268、ts of our operations,including sales,production capacity and utilization,workingcapital and operating cashflow,are exposed to the risks associated with seasonal fluctuations in demand for our products pattern,and our quarterly orhalf-year results may not reflect our full-year results.We may be unabl

269、e to accurately control our inventory.We monitor the inventory information of our sales and retail network by conducting inventory-taking periodically and reviewing sales reports tounderstand our general inventory levels.However,we may be unable to accurately track the inventory level of our sales a

270、nd retail or to identify anyexcessive inventory build-up at various levels of our sales and retail network.In addition,we may be unable to sell adequate amounts of ourinventories in a given period,which may result in a build-up of inventory.We face higher risks of excessive or obsolescent inventorie

271、s when welaunch new products as the market reception to the products is uncertain.Significant net current liabilities position raise concerns about the Companys ability to continue as a going concern.During the periods ended September 30,2023 and 2024,the Group generated losses amounting to approxim

272、ately RM0.78 million(approximatelyUS$0.17 million)and RM2.75 million(approximately US$0.66 million),respectively.In addition,the Groups current liabilities exceeded its currentassets by approximately RM16.27 million(approximately US$3.44 million)and RM17.62 million(approximately US$4.25 million)for

273、theyear/period ended March 31,2024 and September 30,2024,respectively.These circumstances raise substantial doubt regarding the Group ability tocontinue as going concern.Managements plan to address this going concern it to obtain financing in the form issuances of rights,ordinary shares,or loan to r

274、aise cash andworking capital for the Group.Management may also contribute their own time at less than market rates for the services.The Group also endeavors tolist its ordinary shares on national stock exchange in the United States and concurrently sell ordinary shares,which management believes will

275、 provideadequate financial resources for the management to continue to expand their operations.Management may not be successful in raising additional funds via the means described above.These consolidated financial statements have beenprepared on a going concern basis,and not a liquidation basis;acc

276、ordingly,the accounts may be presented differently if a going concern basis was notemployed.Risks Related to Our Securities and This Offering An active trading market for our Ordinary Shares may not be established or,if established,may not continue and the trading price for ourOrdinary Shares may fl

277、uctuate significantly.We cannot assure you that a liquid public market for our Ordinary Shares will be established.If an active public market for our Ordinary Shares doesnot occur following the completion of this offering,the market price and liquidity of our shares may be materially and adversely a

278、ffected.The publicoffering price for our shares in this offering was determined by negotiation between us and the underwriter based upon several factors,and we canprovide no assurance that the trading price of our shares after this offering will not decline below the public offering price.As a resul

279、t,investors in ourshares may experience a significant decrease in the value of their shares.We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors ability to make transactions inour Ordinary Shares and subject us to additional trading restrict

280、ions.We intend to list our Ordinary Shares on the Nasdaq Capital Market concurrently with this offering.In order to continue listing our shares on theNasdaq Capital Market,we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future.Wecannot

281、 assure you that our shares will continue to be listed on the Nasdaq in the future.172025/5/22 09:37sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm25/302 If the Nasdaq delists our Ordinary Shares and we

282、 are unable to list our shares on another national securities exchange,we expect our shares could bequoted on an over-the-counter market in the United States.If this were to occur,we could face significant material adverse consequences,including:a limited availability of market quotations for our Or

283、dinary Shares;reduced liquidity for our Ordinary Shares;a determination that our Ordinary Shares are“penny stock,”which will require brokers trading in our shares to adhere to more stringentrules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordin

284、ary Shares;a limited amount of news and analyst coverage;and a decreased ability to issue additional securities or obtain additional financing in the future.As long as our Ordinary Shares are listed on the Nasdaq Capital Market,U.S.federal law prevents or pre-empts the states from regulating their s

285、ale.However,the law does allow the states to investigate companies if there is a suspicion of fraud,and,if there is a finding of fraudulent activity,then thestates can regulate or bar their sale.Further,if we were no longer listed on the Nasdaq Capital Market,we would be subject to regulations in ea

286、ch statein which we offer our shares.The trading price of our Ordinary Shares may be volatile,which could result in substantial losses to investors.The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control.This may happen because of thebroa

287、d market and industry factors,like the performance and fluctuation of the market prices of other companies with business operations locatedmainly in Malaysia with operations also in Singapore that have listed their securities in the United States.In addition to market and industry factors,the price

288、and trading volume for our shares may be highly volatile for factors specific to our own operations,including the following:fluctuations in our revenues,earnings and cash flow;changes in financial estimates by securities analysts;additions or departures of key personnel;release of lock-up or other t

289、ransfer restrictions on our outstanding equity securities or sales of additional equity securities;and potential litigation or regulatory investigations Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.In the past,shareholders o

290、f public companies have often brought securities class action suits against those companies following periods of instabilityin the market price of their securities.If we were involved in a class action suit,it could divert a significant amount of our managements attention andother resources from our

291、 business and operations and require us to incur significant expenses to defend the suit,which could harm our results ofoperations.Any such class action suit,whether or not successful,could harm our reputation and restrict our ability to raise capital in the future.Inaddition,if a claim is successfu

292、lly made against us,we may be required to pay significant damages,which could have a material adverse effect on ourfinancial condition and results of operations.We may experience extreme stock price volatility,including any stock-run up,unrelated to our actual or expected operating performance,finan

293、cialcondition or prospects,making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.In addition to the risks addressed above,our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlyingperformance of our busin

294、ess.In particular,our Ordinary Shares may be subject to rapid and substantial price volatility,low volumes of trades and largespreads in bid and ask prices,given that we will have relatively small public floats after this offering.Such volatility,including any stock-run up,maybe unrelated to our act

295、ual or expected operating performance,financial condition or prospects.Holders of our Ordinary Shares may also be unable to readily liquidate their investment or may be forced to sell at depressed prices due to low volumetrading.Broad market fluctuations and general economic and political conditions

296、 may also adversely affect the market price of our Ordinary Shares.As a result of this volatility,investors may experience losses on their investment in our Ordinary Shares.Furthermore,the potential extreme volatilitymay confuse the public investors of the value of our stock,distort the market perce

297、ption of our stock price and our companys financial performanceand public image,negatively affect the long-term liquidity of our Ordinary Shares,regardless of our actual or expected operating performance.If weencounter such volatility,including any rapid stock price increases and declines seemingly

298、unrelated to our actual or expected operating performanceand financial condition or prospects,it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of ourOrdinary Shares and understand the value thereof.182025/5/22 09:37sec.gov/Archives/edgar/d

299、ata/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm26/302 If securities or industry analysts do not publish research or reports about our business,or if they adversely change their recommendationsregarding our Ordinary Shares,the

300、market price for our Ordinary Shares and trading volume could decline.The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.If one ormore analysts downgrade our shares,the market price for our shares would likely d

301、ecline.If one or more of these analysts cease to cover us or fail toregularly publish reports on us,we could lose visibility in the financial markets,which in turn could cause the market price or trading volume of ourshares to decline.Because we do not expect to pay dividends in the foreseeable futu

302、re,you must rely on price appreciation of our Ordinary Shares for a return onyour investment.We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business.As a result,we do not expect to pay any cash dividends

303、in the foreseeable future.Therefore,you should not rely on an investment in our shares as asource for any future dividend income.Our board of Directors has complete discretion as to whether to distribute dividends,subject to certainrequirements of Malaysia,Singapore,Cayman Islands and BVI laws,as th

304、e case may be.Even if our board of Directors decides to declare and paydividends,the timing,amount and form of future dividends,if any,will depend on,among other things,our future results of operations and cash flow,our capital requirements and surplus,the amount of distributions,if any,received by

305、us from our subsidiary,our financial condition,contractualrestrictions and other factors as determined by our board of Directors.Accordingly,the return on your investment in our Ordinary Shares will likelydepend entirely upon any future price appreciation of our Ordinary Shares.There is no guarantee

306、 that our Ordinary Shares will appreciate in valueafter this offering or even maintain the price at which you purchased our shares.You may not realize a return on your investment in our shares and youmay even lose your entire investment.The sale or availability for sale of substantial amounts of our

307、 Ordinary Shares could adversely affect their market price.Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and from the sale of shares held by theResale Shareholders through the Resale Prospectus,or the perception that these sales could

308、occur could adversely affect the market price of our sharesand could materially impair our ability to raise capital through equity offerings in the future.Prior to the sale of our shares in this offering,we have10,100,000 Ordinary Shares outstanding.The shares sold in this offering will be freely tr

309、adable without restriction or further registration under theSecurities Act,and shares held by the Resale Shareholders may also be sold in the public market subject to the restrictions in Rule 144 and Rule 701under the Securities Act and the Resale Shareholders shares are not subject to lock-up agree

310、ments.There will be 12,350,000 Ordinary Sharesoutstanding immediately after this offering.In connection with this offering,our directors and officers named in the section“Management,”haveagreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent

311、of the representative of the underwriters,subject to certain exceptions,unless the underwriters release these securities from these restrictions.Because the securities held by our ResaleShareholders are not subject to similar lock-up restrictions,the Resale Shareholders may freely sell their shares

312、in the open market subject to therestrictions in Rule 144 and Rule 701 under the Securities Act.The Resale Shareholders may be willing to accept a lower sales price than the priceinvestors pay in this offering,which could substantially lower the market price of our Ordinary Shares.We cannot predict

313、what effect,if any,marketsales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the marketprice of our shares.See“Underwriting”and“Shares Eligible for Future Sale”for a more detailed description of the restric

314、tions on selling oursecurities after this offering.Short selling may drive down the market price of our Ordinary Shares.Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buyingidentical shares back at a later

315、 date to return to the lender.The short seller hopes to profit from a decline in the value of the shares between the sale ofthe borrowed shares and the purchase of the replacement shares,as the short seller expects to pay less in that purchase than it received in the sale.As itis in the short seller

316、s interest for the price of the shares to decline,many short sellers publish,or arrange for the publication of,negative opinions andallegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselvesafter selling the sh

317、ares short.These short attacks have,in the past,led to the selling of shares in the market.If we were to become the subject of anyunfavorable publicity,whether such allegations are proven to be true or untrue,we could have to expend a significant amount of resources toinvestigate such allegations an

318、d/or defend ourselves.While we would strongly defend against any such short seller attacks,we may be constrained inthe manner in which we can proceed against the relevant short seller by principles of freedom of speech,applicable state law or issues of commercialconfidentiality.192025/5/22 09:37sec.

319、gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1982661/000164117225011894/formf-1a.htm27/302 Because our public offering price per share is substantially higher than our net tangible book value per share,you will experience immediate andsubstant

320、ial dilution.If you purchase shares in this offering,you will pay substantially more than our net tangible book value per share.As a result,you will experienceimmediate and substantial dilution of US$3.962 per share,representing the difference between our as adjusted net tangible book value per shar

321、e ofUS$0.538 as of September 30,2024,after giving effect to the net proceeds to us from this offering,assuming no change to the number of sharesoffered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$4.50 per share(being the mid-point of theinitial

322、public offering price range).See“Dilution”for a more complete description of how the value of your investment in our shares will be dilutedupon the completion of this offering.You must rely on the judgment of our management as to the uses of the net proceeds from this offering,and such uses may not

323、produce income orincrease our share price.We intend to use the net proceeds of this offering as set out in“Use of Proceeds.”However,our management will have considerable discretion in theapplication of the net proceeds received by us in this offering.You will not have the opportunity,as part of your

324、 investment decision,to assess whetherproceeds are being used appropriately.The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintainprofitability or increase our share price.The net proceeds from this offering may be placed in investments that do not

325、 produce income or that losevalue.If we are classified as a passive foreign investment company,United States taxpayers who own our securities may have adverse United Statesfederal income tax consequences.We are a non-U.S.corporation and,as such,we will be classified as a passive foreign investment c

326、ompany,which is known as a PFIC,for any taxableyear if,for such year,either:At least 75%of our gross income for the year is passive income;or The average percentage of our assets(determined at the end of each quarter)during the taxable year that produce passive income or thatare held for the product

327、ion of passive income is at least 50%.Passive income generally includes dividends,interest,rents,royalties(other than rents or royalties derived from the active conduct of a trade orbusiness)and gains from the disposition of passive assets.If we are determined to be a PFIC for any taxable year(or po

328、rtion thereof)that is included in the holding period of a U.S.taxpayer who holds oursecurities,the U.S.taxpayer may be subject to increased U.S.federal income tax liability and may be subject to additional reporting requirements.While we do not expect to become a PFIC,because the value of our assets

329、 for purposes of the asset test may be determined by reference to the marketprice of our ordinary shares,fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or subsequenttaxable years.The determination of whether we will be or become a PFIC will also

330、 depend,in part,on the composition of our income and assets.If wedetermine not to deploy significant amounts of cash for active purposes,our risk of being a PFIC may substantially increase.Because there areuncertainties in the application of the relevant rules and PFIC status is a factual determinat

331、ion made annually after the close of each taxable year,therecan be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S.taxpayers if we were determined to

332、be a PFIC,see“Material Tax Considerations Passive Foreign Investment Company Considerations.”Our controlling shareholder has substantial influence over the Company.Its interests may not be aligned with the interests of our othershareholders,and it could prevent or cause a change of control or other

333、transactions.Prior to this offering,Mr.CC Pwa,our Executive Director,Chairman,Chief Executive Officer and controlling shareholder together with Mr.CT Pwa,our Executive Director,indirectly,through Soaring Fame,controls an aggregate of approximately 79.30%of our issued and outstanding OrdinaryShares.Upon completion of this offering,Mr.CC Pwa and Mr.CT Pwa will,through Soaring Fame,indirectly control