PMAX Powell Max Ltd

As filed with the U.S. Securities and Exchange Commission on December 2, 2024.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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POWELL MAX LIMITED
(Exact name of registrant as specified in its charter)

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22/F., Euro Trade Centre,
13-14 Connaught Road Central,
Hong Kong
+852 2158 2888
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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c/o Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+212 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

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 Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the 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 the following box and list the 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(d) under the Securities Act, check the following box and list the Securities Act registration 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: Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Pursuant to the SEPA, on November 21, 2024, we issued the Commitment Shares to the Investor as half of the commitment fee.

Pursuant to the Finder’s Fee Agreement, we agreed to pay Revere (i) a cash compensation equal to 4% of the total proceeds of the Pre-Advance, (ii) cash compensation equal to 4% of the total proceeds from the SEPA, and (iii) cash and stock compensation at the rate of $15,000 per month and 10,000 Class A Ordinary Shares per month for 6 months when the Company raises $3,000,000 or more from the SEPA, with one automatic renewal for another 6 months.

The Investor has agreed that it and its affiliates will not engage in any short sales during the term of the SEPA and will not enter into any transaction that establishes a net short position with respect to the Class A Ordinary Shares, provided that nothing shall restrict the Selling Shareholder from selling a number of the Class A Ordinary Shares that it is obligated to purchase under a pending Advance notice but has not yet received from us.

The Selling Shareholders, or their transferees, pledgees, donees or other successors-in-interest, may sell the Class A Ordinary Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell the Class A Ordinary Shares following the effective date of the registration statement of which this prospectus forms a part.

We are registering the Class A Ordinary Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the SEPA Shares by the Investor. However, we may receive up to $40 million in aggregate gross proceeds from the Investor in connection with sales of the SEPA Shares to the Investor pursuant to the SEPA. See “The Equity Line of Credit” for a description of the SEPA and “Selling Shareholders” for additional information regarding the Investor.

Each of the Selling Shareholders may offer, sell or distribute all or a portion of the Class A Ordinary Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of these Class A Ordinary Shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of the Selling Shareholders. Each Selling Shareholder is an underwriter under the Securities Act of 1933, as amended (“Securities Act”) and will pay or assume any discounts, commissions or concessions received by them except as set forth in the SEPA or the Finder’s Fee Agreement, as the case may be. Although the Investor is obligated to purchase the SEPA Shares under the terms of the SEPA to the extent we choose to sell such SEPA Shares to it (subject to certain conditions), there can be no assurances that the Investor will sell any or all of the SEPA Shares purchased under the SEPA pursuant to this prospectus. See “Plan of Distribution.”

Given the relative lack of liquidity in our stock, sales of our Class A Ordinary Shares under the registration statement of which this prospectus is a part could result in a significant decline in the market price of our securities.

The Class A Ordinary Shares are listed on the Nasdaq under the symbol “PMAX.” On November 20, 2024, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $3.13 per share.

Powell Max’s share capital structure is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.0001 per share (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

Investors are cautioned that you are buying shares of a BVI holding company with operations in Hong Kong by its operating subsidiary.

Powell Max is not a Chinese or Hong Kong operating company, but it is a holding company incorporated in the BVI with no material operations of its own, and we conduct our operations in Hong Kong through JAN Financial Press Limited (“JAN Financial”), our sole operating subsidiary in Hong Kong. References to the “Company,” “we,” “us,” and “our” in the prospectus are to Powell Max, the BVI business company entity that will issue the Class A Ordinary Shares being offered. This is an offering of the Class A Ordinary Shares of Powell Max, the holding company in the

BVI, instead of the shares of JAN Financial. Investors in this offering may never directly hold any equity interests in JAN Financial. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities that we are registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — All of our operations are in Hong Kong, a special administrative region of the PRC. Due to the long-arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. The Chinese government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain” set forth in our Registration Statement on Form F-1, as amended, on file with the SEC (File No.333-279859) (the “IPO Registration Statement”), which is incorporated by reference into this prospectus.

Investing in our Class A Ordinary Shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Class A Ordinary Shares in “Risk Factors” beginning on page 15 of this prospectus.

Our operations are located in Hong Kong, a special administrative region of the People’s Republic of China (“China” or the “PRC”), with its own governmental and legal system that is independent from mainland China, including having its own distinct laws and regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. Additionally, all of the legal and operational risks associated with operating in the PRC also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to Powell Max or JAN Financial, given the substantial operations of our sole operating subsidiary in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard.

Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

•        could result in a material change in our operations and/or the value of our securities;

•        could significantly limit or completely hinder our ability to continue our operations;

•        could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and

•        may cause the value of our securities to significantly decline or be worthless.

We are aware that recently, the PRC government has initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China, which include (i) cracking down on illegal activities in the securities market, (ii) enhancing supervision over China-based companies listed overseas using a variable interest entity (“VIE”) structure, (iii) adopting new measures to extend the scope of cybersecurity reviews, and (iv) expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on JAN Financial’s daily business operation, its ability to accept foreign investments and the listing of our Class A Ordinary Shares on

U.S. or other foreign exchanges. The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers. The PRC government may also intervene or impose restrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Furthermore, PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require us or our subsidiary to obtain regulatory approval from PRC authorities before this offering. These actions could result in a material change in our operations and could significantly limit or completely hinder our ability to complete this offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Prospectus Summary — Recent Regulatory Developments in the PRC” beginning on page 7.

We are headquartered in Hong Kong and not mainland China. We do not use VIEs in our corporate structure. We, through our wholly-owned subsidiary, JAN Financial, engage in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong.

As of the date of this prospectus, our operations in Hong Kong and our registered public offering in the United States are not subject to the review nor prior approval of the Cyberspace Administration of China (the “CAC”) nor the China Securities Regulatory Commission (the “CSRC”), because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) JAN Financial was established and operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, or (ii) we inadvertently conclude that relevant permissions or approvals are not required or that we do not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of such securities to significantly decline or be worthless and even delisting if our Class A Ordinary Shares. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future.

On December 24, 2021, the CSRC released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises.” The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises” and requires “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”). According to the CSRC Filing Rules, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filing procedures may result in administrative penalties, such as orders to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules for public comment. These rules state that in the overseas listing activities of domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

Under the CSRC Filing Rules, Chinese domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the CSRC Filing Rules within three working days following their submission of initial public offerings or listing application.

Management understands that as of the date of this prospectus JAN Financial has no operations in China and is not required to complete filing procedures with the CSRC pursuant to the requirements of the CSRC Filing Rules. While JAN Financial has no current operations in China, should we have any future operations in China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our operations in China, as well as limit

our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Furthermore, on July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022 (the “Revised Review Measures”). According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A’s published on the official website of the State Cipher Code Administration (the “SCCA”) in connection with the issuance of the Revised Review Measures, an official of the SCCA indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. It remains unclear whether a Hong Kong company that collects personal information from PRC individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, our operations or this offering as we do not believe that JAN Financial would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S., because (i) JAN Financial is organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to Hong Kong companies; (ii) JAN Financial operates without any subsidiary or VIE structure in China; (iii) as of date of this prospectus, JAN Financial has neither collected nor stored personal information of any PRC individual clients, which is far less than one million users; and (iv) as of the date of this prospectus, JAN Financial has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If JAN Financial is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, the operation of our subsidiary and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.

We have been advised by our Hong Kong counsel, K M Lai & Li, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, the Company and JAN Financial are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Class A Ordinary Shares to foreign investors. The Company and/or its subsidiary have not applied for any such permissions or approvals, nor have they been denied by any relevant authorities. As of the date of this prospectus, JAN Financial has received all requisite permissions or approvals from the Hong Kong authorities to operate its businesses in Hong Kong, including but not limited to its business registration certificates. However, we have been advised by our Hong Kong counsel that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Furthermore, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, as confirmed and advised by our PRC Counsel, China Commercial Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, we are not required to obtain regulatory approval from the CSRC or go

through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. Although we have existing and potential customers who are mainland China individuals or companies that have shareholders or directors that are mainland China individuals, since neither we, nor our subsidiaries, are “PRC domestic companies” subject to the Trial Administrative Measures, because (i) we are headquartered in Hong Kong, with our officers and all members of the board of directors based in Hong Kong or elsewhere who are not mainland China citizens; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor are we controlled by any mainland Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong, all of our revenues and profits are generated by our subsidiaries in Hong Kong, none of our business activities are conducted in mainland China, and we have not generated revenues or profits from mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period; (iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

In addition, our Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for two consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China’s Ministry of Finance (the “PRC MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C.’s compliance with applicable professional standards. WWC, P.C. is headquartered in San Mateo, California, and can be inspected by the PCAOB. WWC, P.C. was not identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for three consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Related to Our Class A Ordinary Shares — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspectable by the PCAOB and, as such, in the future investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by requiring

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No one has been authorized to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the Selling Shareholders are not, making an offer to sell our Class A Ordinary Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Class A Ordinary Shares.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

Powell Max is incorporated under the laws of the BVI as a BVI business company with limited liability and all of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to:

•        “Articles” or “Articles of Association” means the second amended and restated articles of association of the Company (as amended from time to time) adopted on May 31, 2024, which has taken effect on August 27, 2024 and as amended, supplemented and/or otherwise modified from time to time;

•        “Bliss On Limited” is a company incorporated under the laws of the BVI, and wholly-owned by our Controlling Shareholder;

•        “BVI” means the British Virgin Islands;

•        “BVI Act” means the BVI Business Companies Act, as amended, supplemented or otherwise modified from time to time;

•        “Class A Ordinary Shares” means our Class A ordinary shares, par value $0.0001 per ordinary share;

•        “Class B Ordinary Shares” means our Class B ordinary shares, par value $0.0001 per ordinary share;

•        “Company,” “we,” “us,” and “Powell Max” mean Powell Max Limited, a BVI business company incorporated in the BVI with limited liability on January 8, 2019;

•        “Controlling Shareholder” and “Ms. Leung” mean Ms. Po Man Stella Leung, who beneficially owns an aggregate of 11,597,856 Ordinary Shares, including 9,597,856 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, which represents approximately 79.0% of the total issued and outstanding Ordinary Shares, representing approximately 94.1% of the total voting power, as of the date of this prospectus. See “Management” and “Principal Shareholders” for more information;

•        “COVID-19” means the Coronavirus Disease 2019;

•        “Exchange Act” means the US Securities Exchange Act of 1934, as amended;

•        “JAN Financial” means JAN Financial Press Limited (formerly known as Aone Financial Press Limited), a company incorporated under the laws of Hong Kong with limited liability, a direct wholly-owned subsidiary of Powell Max and our sole operating subsidiary;

•        “HKD” or “HK$” mean Hong Kong dollar(s), the lawful currency of Hong Kong;

•        “Hong Kong” means the Hong Kong special administrative region of the People’s Republic of China;

•        “Independent Third Party” means a person or company who or which is independent of and is not a 5% beneficial owner of, does not control and is not controlled by or under common control with any 5% beneficial owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company;

•        “IPO” means an initial public offering of securities;

•        “IPO Registration Statement” means our registration statement on Form F-1, as amended, on file with the SEC (File No.333-279859), which is incorporated by reference into this prospectus;

•        ‘‘Memorandum’’ or ‘‘Memorandum of Association’’ mean the second amended and restated memorandum of association of the Company (as amended from time to time) adopted on May 31, 2024, which became effective on August 27, 2024 and as amended, supplemented and/or otherwise modified from time to time;

•        “Nasdaq” means the Nasdaq Stock Market LLC;

•        “Ordinary Shares” or “Shares” mean our Class A Ordinary Shares and Class B Ordinary Shares;

•        “PCAOB” means the Public Company Accounting Oversight Board;

•        “PRC” or “China” mean the People’s Republic of China, and “mainland China”, unless otherwise specified herein, are to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan, the Hong Kong Special Administrative Region, and the Macau Administrative Region;

•        “PRC government” or “PRC authorities”, or variations of such words or similar expressions, mean the central, provincial, and local governments of all levels in mainland China, including regulatory and administrative authorities, agencies and commissions, or any court, tribunal or any other judicial or arbitral body in mainland China, for the purposes of this prospectus only;

•        “PRC laws” mean all applicable laws, statues, rules, regulations, ordinances and other pronouncements having the binding effect of law in mainland China;

•        “SEC” or “U.S. Securities and Exchange Commission” mean the United States Securities and Exchange Commission;

•        “Securities Act” means the US Securities Act of 1933, as amended; and

•        “U.S. dollars” or “US$” or “$” or “USD” or “dollars” mean United States dollar(s), the lawful currency of the United States.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Powell Max is a holding company with operations conducted in Hong Kong through JAN Financial, our sole operating subsidiary. JAN Financial’s reporting currency is Hong Kong dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader.

Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars were calculated at the noon middle rate of US$1 – HK$7.8015, US$1 – HK$7.8109 and US$1 – HK$7.8083, as published in the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 30, 2022, December 29, 2023 and June 28, 2024, respectively. No representation is made that the HK$ amount represents or could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate, respectively.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. You should carefully consider the risk factors set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus, as well as the following information about these risks together with the other information appearing elsewhere in this prospectus before deciding to invest in our Class A Ordinary Shares. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations, and future growth prospects. In these circumstances, the market price of our Class A Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to the Equity Line of Credit

The sale of a substantial amount of Class A Ordinary Shares in the public market could adversely affect the prevailing market price of our Class A Ordinary Shares.

We are registering for resale an aggregate of up to $40 million of SEPA Shares, which, based on the closing price of our shares on Nasdaq on November 20, 2024 of $3.13 per share, are 12,779,553 Class A Ordinary Shares, together with 63,898 Class A Ordinary Shares, being the Commitment Shares, as well as the Finder’s Shares. We cannot predict if and when the Selling Shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional Class A Ordinary Shares or other equity or debt securities convertible into Class A Ordinary Shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price to decline.

It is not possible to predict the actual number of SEPA Shares, if any, we will sell under the SEPA to the Investor, or the actual gross proceeds resulting from those sales.

On November 21, 2024, we entered into the SEPA with the Investor, pursuant to which the Investor has committed to purchase up to $40 million of SEPA Shares, subject to certain limitations and conditions set forth in the SEPA. The SEPA Shares may be issued and sold by us to the Investor at our discretion from time to time until the earlier of (i) the date on which the Investor shall have purchased an amount of SEPA Shares equal to $40 million, (ii) December 1, 2027, (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Notes are outstanding), or (iv) mutual written consent of termination by the Investor and the Company.

Except as pursuant to Investor Notices, we generally have the right to control the timing and amount of any sales of the SEPA Shares to the Investor under the SEPA. Sales of the SEPA Shares, if any, to the Investor under the SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Investor all, some or none of the SEPA Shares that may be available for us to sell to the Investor pursuant to the SEPA.

Because the purchase price per Class A Ordinary Share to be paid by the Investor for the SEPA Shares that we may elect to sell to the Investor under the SEPA, if any, will fluctuate based on the market prices of our Class A Ordinary Shares at the time we elect to sell the SEPA Shares to the Investor pursuant to the SEPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of SEPA Shares that we will sell to the Investor under the SEPA, the purchase price per share that the Investor will pay for SEPA Shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by the Investor under the SEPA.

The SEPA provides that we may, in our discretion, from time to time after the effective date of this prospectus and during the term of the SEPA, direct the Investor to purchase the SEPA Shares from us in one or more purchases under the SEPA, for a maximum aggregate gross purchase price of up to $40 million. A maximum aggregate offering amount of $40 million in SEPA Shares, which, based on the closing price of our shares on Nasdaq on November 20, 2024 of $3.13 per share, are 12,779,553 Class A Ordinary Shares, together with 63,898 Class A Ordinary Shares, being the Commitment Shares, are being registered for resale under the registration statement that includes this prospectus.

However, because the market prices of the SEPA Shares may fluctuate from time to time after the date of this prospectus, the actual purchase prices to be paid by the Investor for the SEPA Shares that we direct it to purchase under the SEPA, if any, also may fluctuate significantly based on the market price of the SEPA Shares.

Any issuance and sale by us under the SEPA of a substantial amount of SEPA Shares could cause substantial dilution to our shareholders. The number of SEPA Shares ultimately offered for sale by the Investor is dependent upon the number of SEPA Shares, if any, we ultimately elect to sell to the Investor under the SEPA. However, even if we elect to sell SEPA Shares to the Investor pursuant to the SEPA, the Investor may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices.

Investors who buy SEPA Shares from the Investor at different times will likely pay different prices.

Pursuant to the SEPA, we will have discretion, to vary the timing, price and number of shares sold to the Investor. If and when we elect to sell the SEPA Shares to the Investor pursuant to the SEPA, after the Investor has acquired such SEPA, the Investor may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from the Investor in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Investor in this offering as a result of future sales made by us to Investor at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Investor under the SEPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Investor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

We may use proceeds from sales of the SEPA Shares made pursuant to the SEPA in ways with which you may not agree or in ways which may not yield a significant return.

We will have broad discretion over the use of proceeds from sales of the SEPA Shares made pursuant to the SEPA, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. However, we have not determined the specific allocation of any net proceeds among these potential uses, and the ultimate use of the net proceeds may vary from the currently intended uses. The net proceeds may be used for corporate purposes that do not enhance our operating results or the value of our Ordinary Shares.

Risks Related to Our Class A Ordinary Shares

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the BVI, may differ significantly from corporate governance listing standards.

On November 21, 2024, we notified Nasdaq that we intend to follow its home country practice in lieu of the following Nasdaq Listing Rules:

•        Rule 5620, which requires the holding of an annual meeting of shareholders no later than one year after each fiscal year-end;

•        Rule 5635(a) and (d), which require shareholder approval prior to an issuance of securities in connection with the acquisition of the stock or assets of another company, and with any transactions other than public offerings;

•        Rule 5250(b)(3), which requires disclosure of third party director and nominee compensation; and

•        Rule 5250(d), which requires the Company to distribute annual and interim reports.

We submitted to Nasdaq a written statement by counsel of the British Virgin Islands certifying that the above noncompliant practices are not prohibited under the laws of the British Virgin Islands, the Company’s home jurisdiction. As of the date of this prospectus, we have not received Nasdaq’s approval letter in relation to the same.

In future, we may also rely on home country practices with respect to our other corporate governance. As a result of which, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:

•        the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, the Company, and our operating subsidiaries on our business, financial condition and results of operations;

•        timing of the development of future business;

•        capabilities of our business operations;

•        expected future economic performance;

•        competition in our market;

•        continued market acceptance of our services and products distributed by us;

•        changes in the laws that affect our operations;

•        inflation and fluctuations in foreign currency exchange rates;

•        our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

•        continued development of a public trading market for our securities;

•        the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations;

•        managing our growth effectively;

•        projections of revenue, earnings, capital structure, and other financial items;

•        fluctuations in operating results;

•        dependence on our senior management and key employees; and

•        other factors set forth under “Risk Factors.”

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

INDUSTRY AND MARKET DATA

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties, as well as estimates by our management based on such data. None of these third parties are affiliated with us, and the information contained in this prospectus has not been reviewed or endorsed by any of them. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

While we believe that the information from these industry publications, surveys, and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

For a detailed discussion of the industry and market data in relation to our business, please refer to the “Industry and Market Data” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus.

THE EQUITY LINE OF CREDIT

Standby Equity Purchase Agreement

On November 21, 2024, we entered into the SEPA with the Investor, pursuant to which the Investor has agreed to purchase up to $40 million of the Class A Ordinary Shares (“SEPA Shares”), which, based on the closing price of our shares on Nasdaq on November 20, 2024 of $3.13 per share, are 12,779,553 Class A Ordinary Shares, until the first day of the month following the 36-month anniversary of the date of the SEPA. The Company has the option to select, in each notice, the pricing mechanisms of the SEPA Shares, calculated using either (i) 92% of the VWAP of the Class A Ordinary Shares (“Pricing Option 1”) on the day of each advance notice by the Company (“Option 1 Pricing Period”) if the notice is made prior to 9:00 a.m. Eastern Time, or (ii) 96% of the VWAP of the Company’s Ordinary Shares (“Pricing Option 2”) for the three consecutive trading days commencing on the trading day the notice is made prior to 9:00 a.m. Eastern Time, or if the notice is made after 9:00 a.m. Eastern Time, commencing on the following trading day (“Option 2 Pricing Period”).

The issuance and sale by the Company to the Investor under the SEPA (an “Advance”) under Pricing Option 1 is subject to a maximum amount equal to 30% of the trading volume of the Company’s Class A Ordinary Shares, as reported by Bloomberg L.P., during Option 1 Pricing Period, or the number of Class A Ordinary Shares sold by the Investor during Option 1 Pricing Period.

With respect to each Advance issued under Pricing Option 2, the Company has the option to notify the Investor of a minimum acceptable price (“MAP”) by specifying the amount within such Advance notice. During any trading day within Option 2 Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by one-third: either (i) the VWAP of the Class A Ordinary Shares is below the MAP specified in the Advance notice, or (ii) there is no VWAP available (each such day, an “Excluded Day”). On each Excluded Day, an automatic one-third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.

Each Advance is subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding voting power of number of Ordinary Shares at the time of an Advance or acquiring more than 19.99% of the Company’s outstanding Class A Ordinary Shares as of the date of SEPA (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained shareholder approval to issue in excess of the Exchange Cap in accordance with the rules of the Nasdaq, or the Company is a “foreign private issuer” with a home country practice which does not require shareholder approval, or such issuances do not require shareholder approval under Nasdaq’s “minimum price rule.” On November 21, 2024, we notified Nasdaq that we intend to follow its home country practice in lieu of Rule 5635(a) and (d) of the Nasdaq Listing Rules, which require shareholder approval prior to an issuance of securities in connection with the acquisition of the stock or assets of another company, and with any transactions other than public offerings. As of the date of this prospectus, we have not received any approval letter from Nasdaq in this regard.

The SEPA will terminate automatically on the earlier of December 1, 2027 or when the Investor has purchased an aggregate of $40 million of the Company’s Class A Ordinary Shares. The Company has the right to terminate the SEPA upon five trading days’ prior written notice to the Investor, subject to certain conditions.

Convertible Promissory Notes

Subject to the satisfaction of certain conditions set forth in the SEPA, the Investor shall advance to the Company up to $3,000,000 in three tranches (each, a “Pre-Advance”), with each Pre-Advance to be evidenced by a convertible promissory note (each, a “Note”) issuable at the original issuance discount of 8%. The first Pre-Advance, in the principal amount of $1,000,000, was advanced November 21, 2024. The second Pre-Advance, in the principal amount of $1,000,000, will be advanced on the second trading day after the filing of the Registration Statement of which this prospectus forms a part, and the third Pre-Advance, in the principal amount of $1,000,000, will be advanced on the second trading day after the effectiveness of the registration statement of which this prospectus forms a part.

Each Note does not carry any interest (other than the occurrence of any Event of Default) and has a maturity date of 12 months from the date of the Note (as may be extended at the option of the Investor).

At the election of the Investor, all or a portion of the principal, interest, or other amounts outstanding under each Note may be converted into Class A Ordinary Shares in accordance with the mechanisms set forth in the Notes. The Company has the option to redeem the Notes prior to their maturity dates. In addition, for so long as there is a balance outstanding under the Notes, the Investor, at its sole discretion, may convert such outstanding balance or part thereof into Class A Ordinary Shares.

In addition to the conversion right described above, for so long as there is a balance outstanding under the Notes, the Investor, at its sole discretion, may deliver to Powell Max a notice (“Investor Notice”), to cause an Advance Notice to be deemed delivered to the Investor and the issuance of shares of Class A Ordinary Shares to the Investor pursuant to an Advance. The Investor may select the amount of the Advance pursuant to an Investor Notice, provided that the amount of the Advance selected shall not exceed the balance owed under the Notes outstanding on the date of delivery of the Investor Notice and subject to certain other limitations as set forth in the SEPA. The shares will be issued and sold to the Investor pursuant to an Investor Notice at a per share price equal to the conversion price that would be applicable to the amount of the Advance selected by the Investor if such amount were to be converted as of the date of delivery of the Investor Notice into shares of Class A Ordinary Shares in accordance with the mechanisms set forth in the Notes. The Investor will pay the purchase price for such shares to be issued pursuant to the Investor Notice by offsetting the amount of the purchase price to be paid by the Investor against an amount outstanding under the Notes.

Registration Rights Agreement

On the same date, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), pursuant to which the Company has agreed to submit to the SEC the Registration Statement (as defined in the Registration Rights Agreement), with the initial one to be filed no later than December 5, 2024, covering all Class A Ordinary Shares to be issued under the SEPA, including the Commitment Shares (“Registrable Securities”), to use its best efforts to obtain effectiveness of the Registration Statement, and maintain the continuous effectiveness of such Registration Statement until all of the Registrable Securities may be sold by the Investor without restrictions under Rule 144 of the Securities Act.

Commitment Shares

Pursuant to the SEPA, on November 21, 2024, we issued the Commitment Shares to the Investor as half of the commitment fee.

No short-selling by the Investor

The Investor has agreed that it and its affiliates will not engage in any short sales during the term of the SEPA and will not enter into any transaction that establishes a net short position with respect to the Class A Ordinary Shares, provided that nothing shall restrict the Investor from selling a number of the Class A Ordinary Shares that it is obligated to purchase under a pending Advance notice but has not yet received from us.

Effect of Sales of our Class A Ordinary Shares under the SEPA on our Shareholders

The Class A Ordinary Shares being registered for resale in this offering may be issued and sold by us to the Investor from time to time at our discretion over the Commitment Period, as defined in the SEPA. The resale by the Investor of a significant amount of shares at any given time, or the perception that these sales may occur, along with other issuances and resales of other Class A Ordinary Shares, could cause the market price of our Class A Ordinary Shares to decline and to be highly volatile. If all $40 million of SEPA Shares offered for resale by the Investor under this prospectus, which, based on the closing price of our shares on Nasdaq on November 20, 2024 of $3.13 per share, are 12,779,553 Class A Ordinary Shares, together with the Commitment Shares, such Class A Ordinary Shares would represent approximately 46.8% of the total number of our total shares outstanding after giving effect to such issuance. The number of Class A Ordinary Shares ultimately offered for sale by the Investor for resale under this prospectus is dependent upon the number of Class A Ordinary Shares, if any, we ultimately sell to the Investor under the SEPA. We may ultimately decide to sell to the Investor all, some or none of the SEPA Shares that may be available for us to sell to the Investor pursuant to the SEPA.

If and when we elect to sell SEPA Shares to the Investor pursuant to the SEPA, after the Investor has acquired such shares, the Investor may resell all, some or none of such SEPA Shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase SEPA Shares from the Investor in this offering at different times will likely pay different prices for those SEPA Shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See “Risk Factors — Risks Related to the Equity Line of Credit — Investors who buy ELOC Shares from the Investor at different times will likely pay different prices.”

Investors may experience a decline in the value of the SEPA Shares they purchase from the Investor in this offering as a result of future sales made by us to the Investor at prices lower than the prices such investors paid for their SEPA Shares in this offering.

In addition, if we sell a substantial number of SEPA Shares to the Investor under the SEPA, or if investors expect that we will do so, the actual sales of Ordinary Shares or the mere existence of our arrangement with the Investor may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. Further, while the issuance of SEPA Shares to the Investor pursuant to the SEPA will not affect the rights or privileges of our existing shareholders, the economic and voting interests of each of our existing shareholders will be diluted as a result of such issuance.

The per share purchase price of the Class A Ordinary Shares that we elect to sell to the Investor will be equal to either (i) 92% of the VWAP of our Class A Ordinary Shares during the applicable Option 1 Pricing Period, or (ii) 96% of the VWAP of our Class A Ordinary Shares during the applicable Option 2 Pricing Period. Accordingly, the purchase price per share that the Investor will pay for the SEPA Shares purchased from us under the SEPA, if any, will fluctuate based on the market price of our Class A Ordinary Shares. As of the date of this prospectus, it is not possible for us to predict the number of SEPA Shares that we will sell to the Investor under the SEPA, the actual purchase price per share to be paid by the Investor for those SEPA Shares, or the actual gross proceeds to be raised by us from those sales, if any.

Revere Agreement

In connection with the execution of the SEPA, the Company and Revere Securities LLC (“Revere”) entered into a finder’s fee agreement, dated as of September 10, 2024 (the “Finder’s Fee Agreement”), pursuant to which the Company has agreed to pay Revere (i) a cash compensation equal to 4% of the total proceeds of the Pre-Advance, (ii) cash compensation equal to 4% of the total proceeds from the SEPA and cash and stock compensation at the rate of $15,000 per month and 10,000 Class A Ordinary Shares per month for 6 months when the Company raises $3,000,000 or more from the Equity Line, with one automatic renewal for another 6 months.

USE OF PROCEEDS

Any sales of Class A Ordinary Shares by the Selling Shareholders pursuant to this prospectus will be solely for the Selling Shareholders’ accounts. We will not receive any proceeds from any such sales. However, we may receive up to $40 million in aggregate gross proceeds from the Investor in connection with sales of the SEPA Shares to the Investor pursuant to the SEPA. However, the actual proceeds may be less than this amount depending on the number of the SEPA Shares sold and the price at which the SEPA Shares are sold by us under the SEPA. The use of the equity line of credit under the SEPA is subject to certain conditions, including the effectiveness of the registration statement of which this prospectus forms a part. Therefore, funds from the $40 million gross purchase price will not be immediately available, if at all, to us, and there can be no assurances that the equity line of credit will be available to us at all times during its term or that such purchase price will ever become available. See “Plan of Distribution” and “The Equity Line of Credit” elsewhere in this prospectus for more information.

We intend to use any proceeds from the SEPA for working capital and general corporate purposes. We will have broad discretion in the way we use these proceeds. See “Risk Factors — Risk Related to the Equity Line of Credit — We may use proceeds from sales of our Class A Ordinary Shares made pursuant to the SEPA in ways with which you may not agree or in ways which may not yield a significant return.”

Each Selling Shareholder will pay or assume any discounts, commissions or concessions received by them except as set forth in the SEPA. We will bear all other costs, fees and expenses incurred in effecting the registration of the Class A Ordinary Shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of counsel and independent registered public accountants.

We cannot currently determine the price or prices at which the SEPA Shares may be sold by the Investor under this prospectus.

DIVIDEND POLICY

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects, other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

During the years ended December 31, 2022 and 2023 and as of the date of this prospectus, Powell Max and JAN Financial have not distributed any cash dividends or made any other cash distributions.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the BVI Act and our Memorandum and Articles of Association, the holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to compliance with applicable BVI laws regarding solvency.

We are a holding company incorporated in the BVI with no operating revenue or profit of our own. We rely on dividends paid to us by our subsidiary for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur, and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our subsidiaries. According to the BVI Act (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities, and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars.

EXCHANGE RATE INFORMATION

Powell Max is a holding company with operations conducted in Hong Kong through JAN Financial, our sole operating subsidiary as of the date of this prospectus, using Hong Kong dollars. JAN Financial’s reporting currency is Hong Kong dollars. The Hong Kong dollar is pegged to the U.S. dollar at a range of HK$7.75 to HK$7.85 to US$1. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated the noon middle rate of US$1 — HK$7.8015, US$1 — HK$7.8109 and US$1 – HK$7.8083, as published in the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 30, 2022, December 29, 2023 and June 28, 2024, respectively. No representation is made that the HK$ amount represents or could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate.

The charts below illustrate our corporate structure as of the date of this prospectus:

We are a “controlled company” as defined under the Nasdaq Stock Market Rules because, as at the date of this prospectus, our Controlling Shareholder owns approximately 79.0% of our total issued and outstanding Ordinary Shares, representing approximately 94.1% of the total voting power.

Therefore, we may elect not to comply with certain corporate governance requirements of Nasdaq. Currently, we do not plan to utilize the “controlled company” exemptions with respect to our corporate governance practice. See “Risk Factors — Risks Related to Our Class A Ordinary Shares — As a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus.

At each general meeting, each shareholder who is holder of Class A Ordinary Shares and is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Class A Ordinary Share that such shareholder holds. There are no prohibitions to cumulative voting under the laws of the BVI, but our Memorandum and Articles of Association do not provide for cumulative voting.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors”, or those set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus, and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our audited consolidated financial statements for the years ended December 30, 2022 and 2023 and related notes and the unaudited condensed consolidated financial statements for the six months ended June 30, 2023 and 2024 included elsewhere in this prospectus.

OVERVIEW

Founded in 2019, we commenced operations through JAN Financial, our operating subsidiary. We engage in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Our financial communications services cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. We provide comprehensive services to help our clients to comply with their disclosure and reporting obligations, create, manage and deliver accurate and timely financial communications and manage transaction processes.

Our clients consist of domestic and international companies listed on the HK Stock Exchange that are subject to the filing and reporting requirements under the HK Listing Rules and the HKSFO, together with companies who are seeking to list on the HK Stock Exchange, as well as their advisors in Hong Kong. In addition, we also provide ancillary financial support services, such as the rental of conference room facilities, for our customers to fulfill their compliance needs.

Our revenue for the years ended December 31, 2022 and 2023 and for the six months ended June 30, 2024 are HK$37,772,821, HK$49,121,839 (approximately US$6,288,884) and HK$22,732,219 (approximately US$2,911,289), respectively.

MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Please refer to “Management’s Discussions and Analysis of Financial Condition and Results of Operations — Major Factors Affecting our Results of Operations” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus, for the discussions on the major factors that may affect our reviews and results of operations. The directors believe that such factors affect our reviews and results of operations for the years ended December 30, 2022 and 2023 and for the six months ended June 30, 2024.

RESULTS OF OPERATIONS

The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes and the unaudited condensed financial statements included elsewhere in this prospectus for the periods indicated. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

Comparison of the year ended December 31, 2023 and the year ended December 31, 2022

Revenue

Revenue is generated from the provision of financial communications services in Hong Kong.

The following table sets forth types of our revenue for the periods indicated:

Revenue from corporate financial communications services accounted for 90.9% and 79.7% of our total revenue for the years ended December 31, 2022 and 2023, respectively; while revenue from IPO financial printing services accounted for 9.1% and 20.3% of our total revenue for the years ended December 31, 2022 and 2023, respectively.

For the year ended December 31, 2023, we recorded HK$49,121,839 (US$6,288,884) in total revenue compared to HK$37,772,821 for the year ended December 31, 2022, representing a 30.0% increase. The increase in total revenue was primarily attributable to the increase in both the revenue from corporate financial communications services and IPO financial printing services.

For the year ended December 31, 2023, we recorded HK$39,133,279 (US$5,010,086) in revenue from corporate financial communications services compared to HK$34,235,809 for the year ended December 31, 2022, representing a 14.3% increase. The increase in revenue from corporate financial communications services was primarily attributable to the increase in number of transactions engaged by our customers and hence the increase of financial communications materials processed by us.

For the year ended December 31, 2023, we recorded HK$9,988,560 (US$1,278,798) in revenue from IPO financial printing services compared to HK$3,447,012 for the year ended December 31, 2022, representing an increase of 1.9 times. The increase in revenue from financial printing services for IPO clients was primarily attributable to the completion of an IPO project successfully listed in the second half of 2023.

Cost of sales

Our cost of sales primarily consists of (i) printing costs, (ii) translation costs, (iii) staff costs, and (iv) others. The table below shows the cost of sales for the periods indicated.

Total cost of sales increased from approximately HK$22,217,680 to HK$25,238,821 (US$3,231,231), representing an increase of 13.6%, for the years ended December 31, 2022 and 2023, respectively. The increase was due to an increase in both printing costs and translation costs, as well as an increase in the number of staff and the related costs.

For the years ended December 31, 2022 and 2023, (i) translation costs represented 38.6% and 37.5% of total cost of sales; (ii) printing costs represented 22.1% and 21.5% of total cost of sales; (iii) employee benefits expense represented 38.6% and 39.0% of total cost of sales; and (iv) other production costs represented 0.7% and 2.0% of total cost of sales, respectively.

Translation costs amounted to approximately HK$8,575,869 and HK$9,484,376 (US$1,214,249), representing a 10.6% increase, for the years ended December 31, 2022 and 2023, respectively. The increase in translation costs was in line with the revenue growth, in particular for the completion of an IPO project successfully listed in the second half of 2023.

Printing costs amounted to approximately HK$4,920,419 and HK$5,414,965 (US$693,257), representing a 10.1% increase, for the years ended December 31, 2022 and 2023, respectively. The increase in printing costs was in line with the revenue growth, in particular for the completion of an IPO project successfully listed in the second half of 2023.

Employee benefits expense amounted to approximately HK$8,566,366 and HK$9,843,977 (US$1,260,287), representing a 14.9% increase, for the years ended December 31, 2022 and 2023, respectively. The increase in employee benefits expense was primarily due to the increase of headcount of the production team in order to cope with the revenue growth.

Other production costs consist of, among others, complimentary food and beverages for complimentary lounge, typesetting fees, design fees and advertising fees. Other production costs amounted to approximately HK$155,026, and HK$495,503 (US$63,438), representing an increase of 2.2 times, for the years ended December 31, 2022 and 2023, respectively. The increase in other production costs was primarily due to the increase in the typesetting fee, which the certain typesetting services were handled by third parties.

Gross profit

Our gross profit amounted to approximately HK$15,555,141 and HK$23,883,018 (US$3,057,653), representing a 53.5% increase, for the years ended December 31, 2022 and 2023, respectively. Our gross profit margin increased from 41.2% for the year ended December 31, 2022 to 48.6% for the year ended December 31, 2023 was attributed to (i) the increase in the revenue in 2023, primarily due to the completion of an IPO project leading to the increase in revenue of our IPO financial printing services; and (ii) our effort in cost control in our production team.

Other income

Other income mainly consisted of government subsidy, lease modification and bank interest income. Other income amounted to approximately HK$1,851,815 and HK$54,116 (US$6,928), representing a 97.1% decrease, for the years ended December 31, 2022 and 2023, respectively. The decrease was primarily attributed by the absence of the lease modification and the government subsidy due to the COVID in 2022.

General and administrative expenses

The following table set forth the breakdown of the general and administrative expense for the periods indicated:

General and administrative expenses mainly consist of depreciation of property, plant and equipment, employee benefits expense, office expense, office equipment expense, property related expense, professional services fees, allowance for expected credit losses and bad debt. General and administrative expenses amounted to approximately HK$11,564,662 and HK$11,777,043 (US$1,507,770), representing a 1.8% increase, for the years ended December 31, 2022 and 2023, respectively. The increase was primarily attributed by (i) the increase in the allowance for expected credit loss; and (ii) increase in the number of staff; and partially offset by the decrease in office expenses.

Depreciation of property, plant and equipment amounted to approximately HK$5,046,942 and HK$5,015,875 (US$642,163), representing a 0.6% decrease, for the years ended December 31, 2022 and 2023, respectively.

Employee benefits expense amounted to approximately HK$3,275,596 and HK$3,821,063 (US$489,196), representing a 16.7% increase, for the years ended December 31, 2022 and 2023, respectively. The increase was primarily due to increase in the number of staff.

Office expenses amounted to approximately HK$943,461 and HK$618,568 (US$79,193), representing a 34.4% decrease, for the years ended December 31, 2022 and 2023, respectively. The decrease was primarily due to tightening cost control measures for office expenses.

Office equipment expense amounted to approximately HK$765,882 and HK$908,354 (US$116,293), representing a 18.6% increase, for the years ended December 31, 2022 and 2023, respectively. The increase was primarily due to the increase in the expenses on repairs and maintenance.

Property related expenses amounted to approximately HK$238,246 and HK$247,646 (US$31,705), representing a 3.9% increase, for the years ended December 31, 2022 and 2023, respectively, which was relatively stable.

Professional services fees amounted to approximately HK$106,000 and HK$173,500 (US$22,213), representing a 63.7% increase, for the years ended December 31, 2022 and 2023, respectively. The increase was primarily due to the increase in the legal fees incurred for receivable collection.

Allowance for expected credit losses amounted to approximately HK$841,051 and HK$914,788 (US$117,117), representing an 8.8% increase, for the years ended December 31, 2022 and 2023, respectively. The increase was primarily due to (i) the increase in the trade receivables, which was in line with the growth of revenue; and (ii) the deterioration of the financial conditions of our several customers whose trade receivables accounts were overdue in 2023, which led to a greater allowance for expected credit losses being made.

Bad debt written-off amounted to approximately HK$347,484 and HK$77,249 (US$9,890), representing a 77.8% decrease, for the years ended December 31, 2022 and 2023, respectively. The decrease was primarily due to the decrease in the 365 days overdue in 2023.

Selling and distribution expenses

The following table set forth the breakdown of the selling and distribution expenses for the periods indicated:

Selling and distribution expenses mainly consist of advertising, marketing and business development fees and salaries and benefits for sales and marketing staff. Selling and distribution expenses amounted to approximately HK$5,250,421 and HK$4,530,134 (US$579,976), representing a 13.7% decrease, for the years ended December 31, 2022 and 2023, respectively. The decrease was primarily attributed by tightening cost control measures for advertising and marketing expenses.

Finance costs

Finance costs represent interest expenses incurred on lease liabilities and interest expenses on bank borrowings.

Finance costs amounted to approximately HK$690,476 and HK$550,714 (US$70,506), representing a 20.2% decrease, for the years ended December 31, 2022 and 2023, respectively. The decrease was primarily due to the decrease in imputed interest from lease liabilities when approaching maturities.

Income tax

During the year ended December 31, 2022, there were no income tax expenses. The Company generated no assessable income for that fiscal year under the local tax regime, after tax adjustments.

During the year ended December 31, 2023, the Company recorded profit of HK$7,079,243 (US$906,329). As the Company had unrecognized tax losses of approximately HK$24,286,000 as of December 31, 2022, which were carried forward and used to offset against the taxable income of the Company for the year ended December 31, 2023, there was no income tax expenses for that fiscal year.

Net loss/profit

As a result of the foregoing, our net loss for the year ended December 31, 2022 amounted HK$98,603 and net profit for the year ended December 31, 2023 amounted HK$7,079,243 (US$906,329).

Comparisons of the periods for the six months ended June 30, 2024 and the six months ended June 30, 2023

Revenue

Revenue is generated from the provision of financial communications services in Hong Kong.

The following table sets forth types of our revenue for the periods indicated:

Revenue from corporate financial communications services accounted for 87.7% and 82.8% of our total revenue for the six months ended June 30, 2023 and 2024, respectively; while revenue from IPO financial printing services accounted for 12.3% and 17.2% of our total revenue for the six months ended June 30, 2023 and 2024, respectively.

For the six months ended June 30, 2024, we recorded HK$22,732,219 (US$2,911,289) in total revenue compared to HK$25,236,693 for the six months ended June 30, 2023, representing a 9.9% decrease. The decrease in total revenue was primarily attributable to a reduction in capital market activities in Hong Kong, which in turn has resulted in the postponement of many public offerings and other transactions of our customers. As a result of which, the demands for our financial communications services have reduced.

For the six months ended June 30, 2024, we recorded HK$18,820,803 (US$2,410,359) in revenue from corporate financial communications services compared to HK$22,122,693 for the six months ended June 30, 2023, representing a 14.9% decrease. The decrease in revenue from corporate financial communications services was primarily attributable to a reduction in capital market activities in Hong Kong, which in turn has resulted in the postponement of the corporate transactions of our customers, as well as the demand for our services.

For the six months ended June 30, 2024, we recorded HK$3,911,416 (US$500,930) in revenue from IPO financial printing services compared to HK$3,114,000 for the six months ended June 30, 2023, representing a 25.6% increase. The increase in revenue from financial printing services for IPO clients was primarily attributable to the filing of the listing application of the IPO projects in the first half of 2024.

Cost of sales

Our cost of sales primarily consists of (i) printing costs, (ii) translation costs, (iii) staff costs, and (iv) others. The table below shows the cost of sales for the periods indicated.

Total cost of sales decreased from approximately HK$13,985,762 to HK$12,549,020 (US$1,607,139), representing a decrease of 10.3%, for the six months ended June 30, 2023 and 2024, respectively. The decrease was due to a decrease in both printing costs and translation costs, which partially set off by the increase in employee benefits expense and the related costs, as the increase in the number of staff in first half of 2024.

For the six months ended June 30, 2023 and 2024, (i) translation costs represented 40.6% and 41.1% of total cost of sales; (ii) printing costs represented 22.7% and 12.6% of total cost of sales; (iii) employee benefits expense represented 35.3% and 43.8% of total cost of sales; and (iv) other production costs represented 1.4% and 2.5% of total cost of sales, respectively.

Translation costs amounted to approximately HK$5,676,682 and HK$5,158,067 (US$660,588), representing a 9.1% decrease, for the six months ended June 30, 2023 and 2024, respectively. The decrease in translation costs was in line with the decrease in revenue.

Printing costs amounted to approximately HK$3,179,031 and HK$1,578,120 (US$202,108), representing a 50.4% decrease, for the six months ended June 30, 2023 and 2024, respectively. The decrease in printing costs was in line with the decrease in revenue.

Employee benefits expense amounted to approximately HK$4,930,912 and HK$5,504,983 (US$705,017), representing a 11.6% increase, for the six months ended June 30, 2023 and 2024, respectively. The increase in employee benefits expense was primarily due to the increase of headcount of the production team.

Other production costs consist of, among others, complimentary food and beverages for complimentary lounge, typesetting fees, design fees and advertising fees. Other production costs amounted to approximately HK$199,137 and HK$307,850 (US$39,426), representing an increase of 54.6%, for the six months ended June 30, 2023 and 2024, respectively. The increase in other production costs was primarily due to the increase in the typesetting fee, which the certain typesetting services were handled by third parties.

Gross profit

Our gross profit amounted to approximately HK$11,250,931 and HK$10,183,199 (US$1,304,150), representing a decrease of 9.5%, for the six months ended June 30, 2023 and 2024, respectively. Our gross profit margin was 44.6% and 44.8% for the six months ended June 30, 2023 and 2024, respectively, which was relative stable in both periods.

Other income

Other income mainly consisted of bank interest income and handling charges. Other income amounted to approximately HK$2,929 and HK$26,247 (US$3,361), representing an increase of 8.0 times, for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily attributed by the increase in the handling fee charged on the miscellaneous expenses order for our clients.

General and administrative expenses

The following table set forth the breakdown of the general and administrative expense for the periods indicated:

General and administrative expenses mainly consist of depreciation of property, plant and equipment, employee benefits expense, office expense, office equipment expense, property related expense, professional services fees, allowance for expected credit losses and bad debt. General and administrative expenses amounted to approximately HK$5,438,461 and HK$6,228,824 (US$797,718), representing a 14.5% increase, for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily attributed by (i) an increase in the allowance for expected credit loss; and (ii) an increase in employee benefit expense; and (iii) an increase in professional services fee.

Depreciation of property, plant and equipment amounted to approximately HK$2,502,291 and HK$2,524,228 (US$323,274), representing a 0.9% increase, for the six months ended June 30, 2023 and 2024, respectively.

Employee benefits expense amounted to approximately HK$1,957,009 and HK$2,238,775 (US$286,717), representing a 14.4% increase, for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily due to increase in the number of staff.

Office expenses amounted to approximately HK$366,251 and HK$365,031 (US$46,749), representing a 0.3% decrease, for the six months ended June 30, 2023 and 2024, respectively, which was relatively stable.

Office equipment expense amounted to approximately HK$498,185 and HK$433,586 (US$55,529), representing a 13.0% decrease, for the six months ended June 30, 2023 and 2024, respectively. The decrease was primarily due to the decrease in the expenses on repairs and maintenance.

Property related expenses amounted to approximately HK$122,298 and HK$125,348 (US$16,053), representing a 2.5% increase, for the six months ended June 30, 2023 and 2024, respectively, which was relatively stable.

Professional services fees amounted to approximately HK$29,100 and HK$272,808 (US$34,938), representing an increase of 8.4 times, for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily due to the increase in the consultancy fees.

Reversal for expected credit losses was HK$36,673 for the six months ended June 30, 2023, and allowance for expected credit losses was HK$228,666 (US$29,285) for the six months ended June 30, 2024, representing an increase of 7.2 times. The increase was primarily due to (i) the increase in the trade receivables; and (ii) the deterioration of the financial conditions of our several customers whose trade receivables accounts were overdue in 2024, which led to a greater allowance for expected credit losses being made.

Bad debt written-off amounted to approximately HK$Nil and HK$40,382 (US$5,173), for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily due to some of the debts were no longer collectible.

Selling and distribution expenses

The following table set forth the breakdown of the selling and distribution expenses for the periods indicated:

Selling and distribution expenses mainly consist of advertising, marketing and business development fees and employee benefits expense for sales and marketing staff. Selling and distribution expenses amounted to approximately HK$1,848,224 and HK$3,005,905 (US$384,963), representing a 62.6% increase, for the six months ended June 30, 2023 and 2024, respectively. The increase was primarily attributed by an increase in the number of staff in our sales team and an increase in other expenses on business development and marketing. In light of the reduction of capital market activities in Hong Kong, we have engaged extra resources on sales and marketing with the view to maintain our market presence.

Finance costs

Finance costs represent interest expenses incurred on lease liabilities and interest expenses on bank borrowings.

Finance costs amounted to approximately HK$300,428 and HK$193,581 (US$24,791), representing a 35.6% decrease, for the six months ended June 30, 2023 and 2024, respectively. The decrease was primarily due to the decrease in imputed interest from lease liabilities when approaching maturities.

Income tax

During the six months ended June 30, 2023 and 2024, there were no income tax expenses. The Company generated no assessable income for that fiscal year under the local tax regime, after tax adjustments.

During the six months ended June 30, 2023 and 2024, the Company recorded profit of HK$3,666,747 and HK$781,136 (US$100,039), respectively. As the Company had unrecognized tax losses of approximately HK$24,286,000 as of December 31, 2022 and HK$14,098,000 as of December 31, 2023, which were carried forward and used to offset against the taxable income of the Company for the six months ended June 30, 2023 and 2024, respectively, there was no income tax expenses for those periods.

Net profit

As a result of the foregoing, our net profit amounted HK$3,666,747 and HK$781,136 (US$100,039) for the six months ended June 30, 2023 and 2024, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth our current assets and current liabilities as of the dates indicated:

Trade and other receivables

The following table sets forth a breakdown of our trade and other receivables, net as of the dates indicated:

Trade and other receivables mainly consist of trade receivables, other receivables, amount due from a Director, prepayment, deposits and deferred IPO expense. Trade and other receivables were HK$7,888,040 and HK$13,510,032 (US$1,729,639) as of December 31, 2022 and 2023, respectively, representing an increase of 71.3%.

Trade receivables

Trade receivables, net was HK$6,221,799 and HK$10,861,054 (US$1,390,500) as of December 31, 2022 and 2023, respectively, representing an increase of 74.6%, partially offset by the allowance for expected credit losses. The allowance for expected credit losses was HK$899,827 and HK$1,814,615 (US$232,318) as of December 31, 2022 and 2023, respectively, representing an increase of 1.0 time. Such increase was due to an increase in the trade receivables and partially offset by the increase in the allowance for expected credit loss.

As of June 30, 2024, the trade receivables, net was HK$14,957,372 (US$1,915,573), representing an increase of 37.7% as compared to December 31, 2023, which was due to the keen competition which led longer payment period, and the deterioration of the financial conditions of our several customers whose trade receivables accounts were overdue in 2024.

Other receivables

Other receivables mainly consist of the costs on food and beverages for client. Other receivables were HK$290,971 and HK$128,887 (US$16,501) as of December 31, 2022 and 2023, respectively, representing a decrease of 55.7%, which was due to the decrease in the prepayment on miscellaneous expenses order for our clients.

As of June 30, 2024, the other receivables were HK$13,824 (US$1,770), representing a decrease of 89.3% as compared to December 31, 2023, which was due to the decrease in the prepayment on miscellaneous expenses order for our clients.

Amount due from a Director

The amount due from a Director, Mr. Wong, is non-trade in nature, unsecured, non-interest bearing and payable on demand. The balance was fully settled in 2023.

Prepayments

Prepayments mainly consist of deposit to vendors. Prepayments was HK$253,430 and HK$414,449 (US$53,060) as of December 31, 2022 and 2023, respectively, representing an increase of 63.5%, which was primarily due to the increase in deposit paid to translation services providers for our IPO financial printing services.

As of June 30, 2024, the prepayments were HK$20,102 (US$2,575), representing a decrease of 95.1% as compared to December 31, 2023, which was due to certain prepaid expenses are fully amortised.

Deposits

Deposits mainly consist of deposits for lease, rental and utilities. Deposits were HK$1,117,820 and HK$1,142,820 (US$146,311) as of December 31, 2022 and 2023, respectively, representing an increase of 2.2%, which was relatively stable.

As of June 30, 2024, the deposits were HK$1,049,348 (US$134,389), representing a decrease of 8.2% as compared to December 31, 2023, which was the reduction of deposits for leases.

Deferred IPO expense

Deferred IPO expenses amounting to HK$Nil and HK$962,822 (US$123,267) as of December 31, 2022 and 2023, respectively. These costs include professional fees that are directly attributable to the preparation of the Company’s proposed listing on Nasdaq.

As of June 30, 2024, the deferred IPO expense was HK$6,734,370 (US$862,464), representing an increase of 6.0 times as compared to December 31, 2023, which was due to the payment for deferred IPO expenses upon filing in the first half of 2024.

Trade and other payables

The following table sets forth a breakdown of our trade and other payables, net as of the dates indicated:

Trade and other payables mainly consist of trade payables, other payables, amount due to ultimate beneficial shareholder, and accrual. Trade and other payables were HK$25,424,656 and HK$27,376,032 (US$3,504,850) as of December 31, 2022 and 2023, respectively, representing an increase of 7.7%, which was relatively stable.

As of June 30, 2024, the bank borrowings were HK$4,311,625 (US$552,185), representing a decrease of 9.6% as compared to December 31, 2023, which was due to the repayment of bank borrowings.

Lease liabilities

Lease liabilities represent the lease of our office premises and office equipment. Operating lease assets and liabilities under operating leases are included in the consolidated statements of financial position as property, plant and equipment, net, lease liabilities, current portion, and lease liabilities, non-current portion.

As of June 30, 2024, the lease liabilities were HK$2,765,854 (US$354,220), representing a decrease of 17.7% as compared to December 31, 2023, which was due to the repayment of lease liabilities.

CASH FLOWS

Our use of cash primarily related to operating activities and capital expenditure. We have historically financed our operations primarily through our cash flow generated from our operations. The following table sets forth a summary of our cash flows information for the periods indicated:

Operating activities

Our cash inflow from operating activities was principally from the receipt of sales. Our cash outflow used in operating activities was principally for payment of printing costs, translation costs, staff costs and other operating expenses.

For the year ended December 31, 2022, our net cash generated from operating activities was HK$5,473,251, which primarily consisted of our net loss of HK$98,603, adding back the non-cash depreciation expenses of HK$5,046,942, the allowance for expected credit losses of HK$841,051, bad debt written-off of HK$347,484, interest portion of lease liabilities of HK$536,169, and interest expense of bank borrowings of HK$154,307; partially offset by lease modification of HK$921,702 and interest income of HK$1,487; and the increase in trade and other receivables of HK$478,193, increase in trade and other payables of HK$267,665 and decrease in contract liabilities of HK$220,382.

For the year ended December 31, 2023, our net cash generated from operating activities was HK$7,112,687 (US$910,610), which primarily consisted of our net profit of HK$7,079,243 (US$906,329), adding back the non-cash depreciation expenses of HK$5,015,875 (US$642,163), the allowance for the expected credit losses of HK$914,788 (US$117,117), bad debt written-off of HK$77,249 (US$9,890), interest portion of lease liabilities of HK$370,848 (US$47,478) and interest expense of bank borrowings of HK$179,866 (US$23,028); partially offset by interest income of HK$48,233 (US$6,175); and the increase in trade and other receivables of HK$5,651,207 (US$723,503), increase in trade and other payables of HK$957,115 (US$122,536) and decrease in contract liabilities of HK$1,782,857 (US$228,253).

For the six months ended June 30, 2023, our net cash generated from operating activities was HK$3,215,427, which primarily consisted of our net profit of HK$3,666,747, adding back the non-cash depreciation expenses of HK$2,502,291, interest portion of lease liabilities of HK$209,881 and interest expense of bank borrowings of HK$90,547; and partially offset by the reversal for the expected credit losses of HK$36,673 and interest income of HK$1,206; and the increase in trade and other receivables of HK$5,488,065, increase in trade and other payables of HK$4,779,523 and decrease in contract liabilities of HK$2,507,618.

For the six months ended June 30, 2024, our net cash generated from operating activities was HK$2,024,143 (US$259,229), which primarily consisted of our net profit of HK$781,136 (US$100,039), adding back the non-cash depreciation expenses of HK$2,524,228 (US$323,274), the allowance for the expected credit losses of HK$228,666 (US$29,285), bad debt written-off of HK$40,382 (US$5,173), interest portion of lease liabilities of HK$110,597 (US$14,163) and interest expense of bank borrowings of HK$82,984 (US$10,628); partially offset by interest income of HK$12,362 (US$1,583); and the increase in trade and other receivables of HK$3,762,484 (US$481,857), increase in trade and other payables of HK$2,942,996 (US$376,906) and decrease in contract liabilities of HK$912,000 (US$116,799).

Investing activities

For the year ended December 31, 2022, our net cash used in investing activities was HK$465,347, for the purchase of property, plant and equipment of HK$466,834, partially offset by the interest income of HK$1,487.

For the year ended December 31, 2023, our net cash used in investing activities was HK$239,074 (US$30,608), for the purchase of property, plant and equipment of HK$287,307 (US$36,783), partially offset by the interest income of HK$48,233 (US$6,175).

For the six months ended June 30, 2023, our net cash used in investing activities was HK$100,101, for the purchase of property, plant and equipment of HK$101,307, partially offset by the interest income of HK$1,206.

For the six months ended June 30, 2024, our net cash used in investing activities was HK$470,529 (US$60,260), for the purchase of property, plant and equipment of HK$482,891 (US$61,843), partially offset by the interest income of HK$12,362 (US$1,583).

Financing activities

For the year ended December 31, 2022, our net cash used in financing activities was HK$4,213,393 for the repayment of bank borrowings of HK$49,002, and the repayment of lease liabilities of HK$4,010,084 and interest paid of HK$154,307.

For the year ended December 31, 2023, our net cash used in financing activities was HK4,609,403 (US$590,124) for the repayment of bank borrowings of HK$706,871 (US$90,497), the repayment of the lease liabilities of HK$3,706,727 (US$474,558) and partially offset by the advance from ultimate beneficial shareholder of HK$15,939 (US$2,041) and interest paid of HK$179,866 (US$23,028).

For the six months ended June 30, 2023, our net cash used in financing activities was HK2,276,295 for the repayment of bank borrowings of HK$332,385, the repayment of the lease liabilities of HK$1,853,363 and interest paid of HK$90,547.

For the six months ended June 30, 2024, our net cash used in financing activities was HK3,138,160 (US$401,900) for the payment of deferred IPO expense of HK$5,771,548 (US$739,156), the repayment of bank borrowings of HK$456,204 (US$58,424), the repayment of the lease liabilities of HK$1,828,564 (US$234,182), interest paid of HK$82,984 (US$10,628), and partially offset by the advance from ultimate beneficial shareholder of HK$5,001,140 (US$640,490).

For details of the liquidity risk, please refer to paragraph headed “Liquidity risk” below.

CAPITAL EXPENDITURES

The Company incurred capital expenditure of HK$466,834, HK$287,307 (US$36,783) and HK$482,891 (US$61,843) for the years ended December 31, 2022 and 2023 and the six months ended June 30, 2024, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT FINANCIAL RISK

Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Company. The Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash), the Company minimizes credit risk by dealing exclusively with high credit rating counterparties.

The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally do not require a collateral.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days or there is significant difficulty of the counterparty.

Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company’s performance to developments affecting a particular industry.

Exposure to credit risk

The Company has no significant concentration of credit risk except for those significant customers disclosed below. The Company has credit policies and procedures in place to minimize and mitigate its credit risk exposure.

The following table sets forth a summary of single customers who represent 10% or more of the Company’s revenue:

As of June 30, 2024, there is no single customer who represents 10% or more of the Company’s revenue.

Liquidity risk

Liquidity risk refers to the risk that the Company will encounter difficulties in meeting its short-term obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. The Company finances its working capital requirements through a combination of funds generated from operations, shareholder’s loan, and borrowings from banks.

Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months. There are several factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, its operating results continuing to deteriorate and its shareholders unable to provide continued financial support.

The Company maintains sufficient cash and bank balances, and internally generated cash flows to finance their activities and management is satisfied that funds are available to finance the operations of the Company.

BUSINESS

Our Mission

We are an established financial communications services provider. Our mission is to combine our industry knowledge and experience in the financial printing market to provide world-class services to our customers.

Overview

We are a holding company incorporated in the BVI with operations conducted by our Hong Kong subsidiary, JAN Financial.

Founded in 2019, we engage in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Our financial communications services cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. We provide comprehensive services to help our clients to comply with their disclosure and reporting obligations, create, manage and deliver accurate and timely financial communications and manage transaction processes.

Our clients consist of domestic and international companies listed on the Stock Exchange of Hong Kong (the “HK Stock Exchange”) that are subject to the filing and reporting requirements under The Rules Governing the Listing of Securities on the HK Stock Exchange, the GEM Listing Rules on the HK Stock Exchange (collectively, the “HK Listing Rules”) and the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) (the “HKSFO”), together with companies who are seeking to list on the HK Stock Exchange, as well as their advisors in Hong Kong.

Our clients are companies required by the HK Stock Exchange to file reports pursuant to the HK Listing Rules, through the e-Submission system (ESS) administered by the HK Stock Exchange. Our clients are also required to make timely disclosures through the ESS system. The ESS system requires filers to prepare and submit filings and making disclosures using the HK Stock Exchange’s specified file formats. Our financial communications services assist our clients in preparing such filings and disclosures that are compatible with the ESS system, and its employees have expertise and significant experience navigating this process with companies and their advisors. Specifically, our financial printing services allows our clients to tailor their disclosures with appropriate style and format to their unique corporate culture. We believe that our local teams set the standard for reliable and efficient service and convenience.

In addition, we also provide ancillary financial support services, such as the rental of conference room facilities, for our customers to fulfil their compliance needs.

For a detailed discussions on our business with regard to our competitive strengths, our strategies, our challenges, our services and business model, our business operation flow, sales and marketing, pricing strategy, competition, seasonality, insurance, facilities, intellectual property and legal proceedings, please refer to the IPO Registration Statement, which is incorporated by reference into this prospectus.

Customers

Our clients consist of domestic and international companies listed on the HK Stock Exchange that are subject to filing and reporting requirements under the HK Listing Rules and the HKSFO, together with companies who are seeking to list on the HK Stock Exchange, as well as their advisors in Hong Kong.

For the year ended December 31, 2022, our five largest customers accounted for approximately 2.7%, 2.2%, 2.0%, 2.0%, and 2.0% of our total revenue, respectively. For the year ended December 31, 2023, our five largest customers accounted for approximately 12.5%, 2.0%, 1.9%, 1.7%, and 1.3% of our total revenue, respectively. For the six months ended June 30, 2024, our five largest customers accounted for approximately 8.1%, 5.4%, 4.4%, 3.4%, and 2.7% of our total revenue, respectively.

We do not enter into long-term agreements with our customers, which is in line with industry practice. We will provide quotations to our customers prior to the provision of any financial communications services.

Suppliers

Our suppliers include (i) printing services providers, (ii) translation services providers, and (iii) other corporate communication related services providers.

For the year ended December 31, 2022, four major suppliers accounted for approximately 21.1%, 15.5%, 8.2%, and 3.6% of the total purchases, respectively. For the year ended December 31, 2023, four major suppliers accounted for approximately 25.4%, 13.3%, 8.2% and 7.2% of the total purchases, respectively. For the six months ended June 30, 2024, four major suppliers accounted for approximately 10.0%, 9.1%, 7.3%, and 5.0% of the total purchases, respectively.

For the years ended December 31, 2022 and 2023, we transacted with 12 printing services providers, as well as over 8 suppliers for translation services. For the six months ended June 30, 2024, we transacted with 7 printing services providers, as well as over 10 suppliers for translation services.

Employees

As of December 31, 2023, JAN Financial employed a total number of 55 full-time employees in Hong Kong. JAN Financial had a total of 44 full-time employees as of December 31, 2022, all of whom were based in Hong Kong. As of the date of this prospectus, we have 54 full-time employees, all of whom are based in Hong Kong. The following table sets out a breakdown of our employees by function:

____________

(1)      The number of employees presented in this table does not include a third-party consultant that we employ, who is based in Hong Kong primarily providing information technology general operations and maintenance.

We believe JAN Financial maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended December 31, 2022 and 2023.

Licenses and Regulatory Approvals

A summary of the laws and regulations applicable to our business and industry is set out in the section headed “Regulation” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus. We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended December 31, 2022 and 2023, and up to the date of this prospectus.

REGULATIONS

A summary of the laws and regulations applicable to our business and industry is set out in the section headed “Regulation” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus.

MANAGEMENT

Mr. Tsz Kin Wong (“Mr. Wong”), Chairman of the Board and Chief Executive Officer

Mr. Wong has been an executive director of the Company and chairman of the Board since February 2024. He joined the Company in July 2019 as the Chief Operation Officer and was appointed as the Chief Executive Officer in January 2024. Mr. Wong has over 20 years of experience in financial printing and financial communications industry. Prior to joining the Company, Mr. Wong has been serving iPro Financial Press Limited, a financial printing company, from January 2017 to December 2018 with his latest position being an Account Servicing Director. He has also been serving REF Financial Press Limited and iOne Financial Press Limited, all being a financial printing company, from January 2013 to December 2016 and July 2000 to December 2012, respectively, with his latest position being an Account Servicing Manager. Mr. Wong completed his secondary education at Hong Kong’s Aberdeen Technical School in 1998.

Ms. Kam Lai Kwok (“Ms. Kwok”), Chief Financial Officer

Ms. Kwok has been our Chief Financial Officer since October 21, 2024. Ms. Kwok is an associate of the Hong Kong Institute of Certified Public Accountants (formerly known as the Hong Kong Society of Accountants) since January 1997 and has been a fellow member of The Association of Chartered Certified Accountants from November 1996 to December 2022. She has extensive managerial experience in the financial communications and financial printing industry for over 20 years. She served as an executive director of REF Holdings Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1631) during the period between March 2014 and April 2022. During the period between January 2011 and July 2021 and between November 2006 and February 2010, she served as the financial controller and human resources and administration director of REF Financial Press Limited and iOne (Regional) Financial Press Limited, respectively, all of which being financial communications services providers. Ms. Kwok served as a regional financial manager, an accountant and as accounting manager of RR Donnelley Roman Financial Limited, Inter-Cassette (Hong Kong) Limited and The Glorious Sun (Holdings) Limited, respectively during the periods between September 1996 and March 2006, September 1994 and June 1996 and April 1991 and April 1994. Ms. Kwok received a Diploma in Accountancy from The Morrison Hill Technical Institute, Hong Kong in 1982.

Mr. Kam Fan Jimmy Luk (“Mr. Luk”), Independent Director and Chair of Audit Committee

Mr. Luk has been our independent director since September 4, 2024. Mr. Luk serves as the chair of the audit committee, a member of the compensation committee as well as the nominating and corporate governance committee.

Mr. Luk is a Certified Public Accountant, or CPA, in Hong Kong since 2000 and an associate member of the Hong Kong Institute of Certified Public Accountants since October 1989 and has over 25 years of experience in providing accounting, auditing, business consulting, corporate services and taxation services. During the period between December 1999 until his retirement in May 2020, Mr. Luk has served Deloitte Touche Tohmatsu Ltd., an accounting firm, with his last position as being an audit partner. Mr. Luk is currently an independent non-executive director of Golik Holdings Limited, a company listed on the main board of the HK Stock Exchange, since October 2022.

Mr. Luk received a Bachelor of Arts degree in Economics and Social Studies from the University of Manchester, United Kingdom in July 1982. We believe Mr. Luk is qualified to serve as our director based on his extensive accounting and audit experience.

Mr. Chun Kin Norman Hui (“Mr. Hui”), Independent Director, Chair of Compensation Committee and Nominating and Corporate Governance Committee

Mr. Hui has been our independent director since September 4, 2024. Mr. Hui serves as the chair of the compensation committee and the nominating and corporate governance committee, and as a member of the audit committee.

Mr. Hui is a solicitor of the High Court in Hong Kong with over 20 years of experience in corporate finance, mergers and acquisitions and other corporate transactions. He is currently a partner and the head of equity capital markets of Dentons Hong Kong LLP, an international law firm. He was admitted as a solicitor and barrister in New South Wales, Australia in 2004, as a solicitor in Hong Kong in 2005 and as a solicitor in England and Wales in 2006. He is also an international accredited professional mediator since 2022. He also has a focus on financial services, advising funds and asset management for clients on regulatory issues, and has extensive experience in general commercial work.

Mr. Hui has been appointed as an Independent Director of Linkers Industries Limited since March 2024. Mr. Hui has also been serving as a director at Sooning PTY Ltd. since May 2000. He receives a Bachelor of Commerce degree in Accounting and a Bachelor of Laws degree both from the University of New South Wales in May 2001 and May 2002, respectively. We believe Mr. Hui is qualified to serve as our director based on his extensive experience in corporate law and practice as well as his legal background.

Ms. Lee Chern Koay (“Ms. Koay”), Independent Director

Ms. Koay has been our independent director since September 4, 2024. Ms. Koay serves as a member of the compensation committee, the nominating and corporate governance committee and the audit committee.

Ms. Koay has been a member and a fellow member of the Association of Chartered Certified Accountants since September 1997 and September 2002, respectively. She has over 20 years of experience in audit and accounting. Ms. Koay is currently the financial accountant of Land Real Pty Limited, a property development company in Australia since April 2021. She has served as a financial controller of TEM Electronics (M) Sdn Bhd, a manufacture and sale of wire/cable harnesses and power supply cords assembled products in Malaysia during the period between November 2010 and August 2019, as an executive director of TEM Holdings Limited, its holding company and a company listed on the GEM of the HK Stock Exchange (Stock Code: 8346) between April 2016 and September 2019, and was subsequently designated as a non-executive director from October 2019 until January 2021. During the period between December 2006 and December 2008, Ms. Koey has served as a group financial controller of Pensonic Holdings Berhad, a company listed on the Bursa Malaysia (stock code: 9997) engaging in manufacturing, assembly and distribution of electrical and electronics appliances. During the period between January 2006 and October 2006, Ms. Koay has served as an audit manager of SH Yeoh & Co., an audit firm in Malaysia. During the period between January 2000 and June 2004, Ms. Koay has served as a finance manager of Uptown Alliance (M) Sdn Bhd in Malaysia, a wholly-owned subsidiary of Tiffany & Co. (NYSE: TIF) engaging in high-end retailing. During the period between January 1995 and October 1999, Ms. Koay has served as an assistant manager of PricewaterhouseCoopers Associates Sdn. Bhd., an audit firm in Malaysia. During the period between February 1993 and June 1994, Ms. Koay has served as an audit assistant of BDO Binder, an audit firm in Malaysia.

Ms. Koay receives a graduate certificate from the Association of Chartered Certified Accountants in 1994. We believe Ms. Koay is qualified to serve as our director based on her extensive experience in audit and accounting.

Family Relationships

None of our directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.

Employment Agreements and Indemnification Agreements

We have executed the following employment agreements with our named executive officers. The material terms of each of those arrangements are summarized below. The summaries are not complete description of all provisions of the employment arrangements and are qualified in their entirety by reference to the written employment arrangements, each filed as an exhibit to the registration statement of which this prospectus is a part.

We entered into an employment agreement with our Chief Executive Officer, Mr. Wong, dated as of January 1, 2024 (the “CEO Employment Agreement”). The CEO Employment Agreement may be terminated by us with or without cause. If we terminate the CEO Employment Agreement without cause, the Company will give Mr. Wong a three-month prior written notice or by payment of three months’ salary in lieu of notice. If, certain events as listed in the CEO Employment Agreement occur, we may terminate the CEO Employment Agreement without notice or compensation.

We entered into an employment agreement with our Chief Financial Officer, Ms. Kwok, dated as of October 21, 2024 (the “CFO Employment Agreement”). The CFO Employment Agreement may be terminated by us with or without cause. If we terminate the CFO Employment Agreement without cause, the Company will give Ms. Kwok a one-month prior written notice or by payment of one month’s salary in lieu of notice. If, certain events as listed in the CFO Employment Agreement occur, we may terminate the CFO Employment Agreement without notice or compensation.

Both Mr. Wong and Ms. Kwok are also subject to certain confidentiality and non-competition provisions.

In addition, we entered into agreements with all other independent directors. Pursuant to the agreements, each director has agreed to attend and participate in such number of meetings of the board and of the committees of which he or she may become a member as regularly or specially called and will agree to serve as a director for a year and be up for re-election each year at our annual shareholder meeting. The directors’ services will be compensated by cash under the agreement in an amount determined by the board.

We entered into indemnification agreements with each of directors and executive officers. Under these agreements, we agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of the company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board of Directors

Our board of directors consists of four directors, comprising of our sole executive director Mr. Wong and three independent directors. A director is not required to hold any shares in the Company to qualify to serve as a director. Subject to making appropriate disclosures to the board of directors in accordance with our Memorandum and Articles of Association, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested; in voting in respect to any such matter, such director should take into account his or her directors’ duties. A director may exercise all the powers of the company to borrow money; mortgage its business, property, and uncalled capital; and issue debentures or other securities whenever money is borrowed or as security for any obligation of the Company or of any third party.

Board Diversity

We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural, education background, ethnicity, and length of service. The ultimate decision of the appointment will be based on merit and the contribution that the selected candidates will bring to our board.

Our directors have a balanced mix of knowledge and skills. We will have three independent directors with different industry backgrounds, representing a majority of the members of our board. Our board is well balanced and diversified in alignment with our business development and strategy.

Committees of the Board of Directors

We established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors. We adopted a charter for each of the three committees upon the establishment of the committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee consists of Mr. Luk, Mr. Hui, and Ms. Koay, and it is chaired by Mr. Luk. We have determined that each of these three director nominees satisfies the “independence” requirements of the Nasdaq Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that

Mr. Luk qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

•        selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and the independent registered public accounting firm;

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and

•        reporting regularly to the board.

Compensation Committee

Our compensation committee consists of Mr. Hui, Mr. Luk and Ms. Koay, and it is chaired by Mr. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and

•        selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Hui, Mr. Luk and Ms. Koay, and it is chaired by Mr. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

•        recommending nominees to the board for election or re-election to the board or for appointment to fill any vacancy on the board;

•        reviewing annually with the board the current composition of the board in regard to characteristics such as independence, knowledge, skills, experience, expertise, diversity, and availability of service to us;

•        selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

•        developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law, practice of corporate governance, and our compliance with such laws and practices; and

•        evaluating the performance and effectiveness of the board as a whole.

Foreign Private Issuer Exemption

We are a “foreign private issuer,” as defined under Rule 3b-4(c) of the Exchange Act. As a result, we are exempt from some of the requirements under the Exchange Act applicable to domestic issuers, and in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD.

•        Exemption from Section 16 rules regarding sales of Class A Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•        Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

•        Exemption from obtaining shareholder approval in the sale, issuance or potential sale of Class A Ordinary Shares equals 20% or more of the Class A Ordinary Shares before the issuance.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

On November 21, 2024, we notified Nasdaq that we intend to follow its home country practice in lieu of the following Nasdaq Listing Rules:

•        Rule 5620, which requires the holding of an annual meeting of shareholders no later than one year after each fiscal year-end;

•        Rule 5635(a) and (d), which require shareholder approval prior to an issuance of securities in connection with the acquisition of the stock or assets of another company, and with any transactions other than public offerings;

•        Rule 5250(b)(3), which requires disclosure of third-party director and nominee compensation; and

•        Rule 5250(d), which requires the Company to distribute annual and interim reports.

RELATED-PARTY TRANSACTIONS

We adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the audit committee.

Set forth below are the related party transactions of the company that occurred during the past three fiscal years up to the date of this prospectus.

Balances with related parties

____________

Note:-

(1)      On July 19, 2024, a loan settlement agreement was entered by and between the Company and our Controlling Shareholder, pursuant to which our Controlling Shareholder waived the said sum of US$2,391,425 upon the receipt of a promissory note issued to Bliss On Limited for the principal sum of US$2,391,425, which has been automatically converted into 597,856 Class A Ordinary Shares on September 5, 2024.

Names and relationship of related parties

Policies and Procedures for Related-Party Transactions

Our audit committee will be tasked with review and approval of all related-party transactions.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this prospectus by our officers, directors, and 5% or greater beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Class A Ordinary Shares. The following table assumes that none of our officers, directors, or 5% or greater beneficial owners of our Class A Ordinary Shares will purchase shares in this offering. In addition, the following table assumes that the over-allotment option has not been exercised. Holders of our Class A Ordinary Shares are entitled to one (1) vote per share and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Holders of our Class B Ordinary Shares are entitled to twenty (20) votes per share and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him or her, subject to applicable community property laws.

As of the date of this prospectus, none of our outstanding Ordinary Shares are held by record holders in the United States.

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(1)      Except as otherwise indicated below, the business address for all our directors and executive officers is at 22/F., Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong.

(2)      Ms. Leung owns 100% of the equity interests in Bliss On Limited.

(3)      Bliss On Limited is controlled by Ms. Leung. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Ms. Leung may be deemed to have voting and investment power with respect to the 9,597,856 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares held by Bliss On Limited. The registered address of Bliss On Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, BVI, VG1110.

(4)      Based on 12,688,269 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares outstanding as of the date of this prospectus.

DESCRIPTION OF ORDINARY SHARES

We are a BVI business company, and our affairs are governed by our Memorandum and Articles of Association, as amended from time to time, and the BVI Act.

As of the date of this prospectus, we are authorized to issue up to a maximum of 100,000,000 ordinary shares of a single class with a par value of US$0.0001 each comprising of (i) 98,000,000 Class A Ordinary Shares; and (b) 2,000,000 Class B Ordinary Shares. As of the date of this prospectus, 12,688,269 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares are issued and outstanding.

All of our shares issued and outstanding are and will be fully paid, and all of our shares to be issued to the Investor pursuant to the SEPA, or to be converted under the Notes will be issued as fully paid.

Our Memorandum and Articles of Association

On May 31, 2024, we have adopted a second amended and restated memorandum of association and articles of association, which became effective on August 27, 2024. Please refer to “Description of Ordinary Shares — Our Post-Offering Memorandum and Articles of Association” and “Description of Ordinary Shares — Ordinary Shares” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus for the summaries of the material provisions of our Memorandum and Articles and description of our Ordinary Shares.

The description of our Ordinary Shares and provisions of our Memorandum and Articles are summaries and are qualified by reference to the Memorandum and the Articles. Copies of these documents have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

Certain BVI Company Considerations

Please refer to “Description of Ordinary Shares — Certain BVI Company Considerations” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus for the discussions on certain BVI company considerations.

MATERIAL INCOME TAX CONSIDERATIONS

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding, or selling any Class A Ordinary Shares under the laws of their country of citizenship, residence, or domicile.

Please refer to “Material Income Tax Considerations” set forth in the IPO Registration Statement, which is incorporated by reference into this prospectus, for the discussion on BVI and Hong Kong income tax consequences of an investment in the Class A Ordinary Shares. The discussion are the opinions of Conyers Dill & Pearman, our counsel as to the laws of the BVI, and of K M Lai & Li, our counsel as to the laws of Hong Kong, respectively, which are subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under the BVI and Hong Kong laws.

SELLING SHAREHOLDERS

This prospectus relates to the possible resale from time to time by the Selling Shareholders named in the table below of any or all of the Class A Ordinary Shares that have been or may be issued by us to the Selling Shareholders. For additional information regarding the issuance of Class A Ordinary Shares covered by this prospectus, see the section titled “The Equity Line of Credit” above. We are registering the Class A Ordinary Shares pursuant to the provisions of the Registration Rights Agreement we entered into with the Investor on November 21, 2024, and to the Finder’s Fee Agreement we entered into with Revere on September 10, 2024 in order to permit the Selling Shareholders to offer the Class A Ordinary Shares for resale from time to time.

Each Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

The table below presents information regarding the Selling Shareholders and the Class A Ordinary Shares that they may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholders and reflects holdings as of November 21, 2024. The number of shares in the column “Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus” represents all of the Class A Ordinary Shares that the Selling Shareholders may offer under this prospectus. The Selling Shareholders may sell some, all or none of our Class A Shares registered in this prospectus in this offering. We do not know how long the Selling Shareholders will hold our Class A Ordinary Shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Shareholders regarding the sale of any of the Class A Ordinary Shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes Ordinary Shares with respect to which the Selling Shareholders have sole or shared voting and investment power. Because the per share purchase price for the SEPA Shares that we elect to sell to the Investor in an Advance Notice pursuant to the SEPA, if any, will be equal to either (i) 92% of the average volume weighted average price (the “VWAP”) of the Class A Ordinary Shares on the day of each Advance notice by the Company if the Advance notice is submitted to the Investor prior to 9:00 a.m. Eastern Time, or (ii) 96% of the VWAP of the Class A Ordinary Shares for the three consecutive trading days commencing on the trading day the Advance notice is received by the Investor prior to 9:00 a.m. Eastern Time, or if the Advance notice is received by the Investor after 9:00 a.m. Eastern Time, commencing on the following trading day, the actual number of Class A Ordinary Shares that we may ultimately issue and sell to the Investor under the SEPA may be fewer than the total Class A Ordinary Shares being offered for resale under this prospectus.

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(1)      YA II PN, Ltd. is managed by Yorkville Advisors Global, LP (“Yorkville LP”). Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP. All investment decisions for YA II PN, Ltd. are made by Yorkville LLC’s President and Managing Member, Mr. Mark Angelo. The business address of YA II PN, Ltd. is 1012 Springfield Avenue, Mountainside, NJ 07092.

(2)      Represents the Commitment Shares we issued to the Investor in consideration for entering into the SEPA with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Investor may be required to purchase under the SEPA. Issuances of Class A Ordinary Shares under the SEPA are subject to certain agreed upon maximum amount limitations set forth in the SEPA which prohibits us from issuing and selling any shares of our Class A Ordinary Shares to the Investor to the extent such shares, when aggregated with all other shares of our Class A Ordinary Shares then beneficially owned by the Investor, would cause the Investor’s beneficial ownership of our Class A Ordinary Shares to exceed the 4.99%. In addition, the Investor is the holder of the Note and when issued, the additional Notes to be issued pursuant to the SEPA, which may be converted by the Investor into additional shares of Class A Ordinary Shares, provided however, the Investor will not have the right to convert such Notes to the extent that the Class A Ordinary Shares issuable thereunder, when aggregated with all other shares of Class A Ordinary Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the Investor and its affiliates beneficially owning more than 4.99% of the outstanding shares of Class A Ordinary Shares.

(3)      Applicable percentage ownership is based on 14,688,269 Ordinary Shares, comprising of 12,688,269 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares outstanding as of the date of this prospectus.

(4)      Such amount of Class A Ordinary Shares is solely for the purposes of making a good faith estimate as to the number of shares issuable to be registered. This number represents a maximum offering amount of up to $40,000,000 in SEPA Shares, which, based on the closing price of our Class A Ordinary Shares on the Nasdaq on November 20, 2024 of $3.13 per share, together with the Commitment Shares.

(5)      Assume sale of all Class A Ordinary Shares registered pursuant to this prospectus although the Selling Shareholders is under no obligation to sell any Class A Ordinary Shares.

(6)      Mr. Bill Moreno, Chairman of Revere Securities LLC (“Revere”), has voting control and investments discretion over the Class A Ordinary Shares registered pursuant to this prospectus that are held by Revere. As a result, Mr. Bill Moreno may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the Class A Ordinary Shares registered pursuant to this prospectus that are held by Revere. The business address of Revere is 16th Floor, 560 Lexington Avenue, New York, NY 10022.

LEGAL MATTERS

The validity of our Class A Ordinary Shares and certain other matters of BVI law will be passed upon for us by Conyers Dill & Pearman. We are being represented by K&L Gates LLP with respect to certain legal matters of U.S. federal securities. We may rely upon K M Lai & Li with respect to matters governed by Hong Kong law.

EXPERTS

The consolidated financial statements as of and for the years ended December 31, 2022 and 2023 incorporated in this prospectus by reference to the IPO Registration Statement, and the consolidated financial statements for the six months ended June 30, 2024 incorporated in this prospectus by reference to the current report on Form 6-K on file with the SEC filed with the SEC on October 18, 2024 have been so included in reliance on the report of WWC, P.C., an independent registered public accounting firm (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern as described in Note 2.2 to the financial statements), given on the authority of said firm as experts in auditing and accounting. The registered business address of WWC, P.C. is 2010 Pioneer Court, San Mateo, CA 94403, U.S.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the BVI with limited liability. We are incorporated in the BVI because of certain benefits associated with being a BVI business company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the BVI has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, BVI companies may not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States or of any state in the United States.

Conyers Dill & Pearman, our counsel as to the laws of the BVI, has advised us that there is uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers to impose liabilities predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the BVI against us or our directors or officers predicated upon the federal securities laws of the United States or the securities law of any state in the United States.

We have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the BVI of judgments obtained in the federal or state courts of the United States (and the BVI is not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the BVI would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the BVI, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the BVI, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI and (f) there is due compliance with the correct procedures under the laws of the BVI. However, the BVI courts are unlikely to enforce a punitive judgment of a United States court predicated upon the civil liability provisions of the federal securities laws in the United States without retrial on the merits if such judgment is determined by the courts of the BVI to give rise to obligations to make payments that may be regarded as fines, penalties or punitive in nature.

Substantially all of our assets are located outside the United States. In addition, all of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons.

Hong Kong

K M Lai & Li, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

Powell Max Limited

12,963,451 Class A Ordinary Shares

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PRELIMINARY PROSPECTUS

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            , 2024

Until and including            , 2024 (25 days after the date of this prospectus), all dealers that buy, sell, or trade our Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Our Memorandum of Association and Articles of Association empowers us to indemnify our directors and officers against certain liabilities they incur by reason of their being a director or officer of the Company.

We entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of the Company.

We obtained directors’ and officers’ liability insurance coverage that will cover certain liabilities of directors and officers of the company arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Recent Sales of Unregistered Securities.

During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

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(1)      On February 20, 2024, Bliss On Limited transferred a total of 1,500,000 Class A Ordinary Shares to 3 individuals.

(2)      On July 19, 2024, a loan settlement agreement was entered by and between the Company and our Controlling Shareholder, pursuant to which our Controlling Shareholder waived the said sum of US$2,391,425 upon the receipt of a promissory note issued to Bliss On Limited for the principal sum of US$2,391,425, which has been automatically converted into 597,856 Class A Ordinary Shares on September 5, 2024.

(3)      Representing half of the commitment fee payable under the SEPA.

Item 8. Exhibits and Financial Statement Schedules.

(a)     The following documents are filed as part of this registration statement:

See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

(b)    Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the consolidated financial statements or notes thereto.

Item 9. Undertakings.

(a)     The undersigned registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the

total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4)    To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the act if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

(5)    That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)     If the registrant is relying on Rule 430B:

(A)    Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)    If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)    That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)    The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(c)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)    The undersigned registrant hereby undertakes that:

(1)    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

EXHIBIT INDEX

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†        Previously filed

**      Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on December 2, 2024.

KNOW ALL BY THOSE PRESENT, that each person whose signature appears below hereby constitutes and appoints and each of them, his or her true and lawful agent, proxy, and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (1) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto; (2) act on, sign, and file such certificates, instruments, agreements, and other documents as may be necessary or appropriate in connection therewith; (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act; and (4) take any and all actions that may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying, and confirming all that such agent, proxy, and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Powell Max, has signed this registration statement or amendment thereto in New York, New York on December 2, 2024.