As filed with the U.S. Securities and Exchange Commission on June4, 2024

Registration No. 333-278295

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

_______________________

Amendment No. 2
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

Reitar Logtech Holdings Limited
(Exact name of registrant as specified in its charter)

_______________________

Cayman Islands	6510	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
+852 2554 5666
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

Louise L. Liu, Esq.
William Ho, Esq.
Morgan, Lewis & Bockius
19th Floor, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong SAR
Tel.: +852 3551 8500 Fax: +852 3006 4346 Ross D. Carmel, Esq.
Barry P. Biggar, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st floor
New York, NY 10036
Tel.: +1 212-930-9700
Fax: +1 212-930-9725

_______________________

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 earliest effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with 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 which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

•Public offering prospectus. A prospectus to be used for the initial public offering by us of 2,125,000 of our Class A ordinary shares (the “IPO”), or the public offering prospectus, through the underwriters named in the “Underwriting” section of the public offering prospectus.

•Resale prospectus. A prospectus to be used for the potential resale by our existing shareholder, Universe Palace Limited, (the “Resale Shareholder”) of 1,200,000 of our Class A ordinary shares.

The resale prospectus is substantively identical to the public offering prospectus, except for the following principal points:

•they contain different front covers;

•all references in the public offering prospectus to “this offering” will be changed to “the IPO,” defined as the underwritten initial public offering of our ordinary shares, in the resale prospectus;

•all references in the public offering prospectus to “underwriters” will be changed to “underwriters of the IPO” in the resale prospectus;

•they contain different “Use of Proceeds” sections;

•a “Resale Shareholder” section is included in the resale prospectus;

•they contain different “The Offering” sections;

•the section “Shares Eligible for Future Sale — Resale Prospectus” from the public offering prospectus is deleted from the resale prospectus;

•the “Underwriting” section from the public offering prospectus is deleted from the resale prospectus and a “Plan of Distribution” section is inserted in its place;

•the “Legal Matters” section in the resale prospectus deletes the reference to counsel for the underwriters; and

•they contain different back covers.

The registrant has included in this registration statement a set of alternate pages after the back cover page of the public offering prospectus, or the Alternate Pages, to reflect the foregoing differences in the resale prospectus as compared to the public offering prospectus. The public offering prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The resale prospectus will be substantively identical to the public offering prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Resale Shareholder.

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

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED , 2024

Reitar Logtech Holdings Limited

2,125,000 Class AOrdinary Shares

This is the initial public offering of Class A ordinary shares, par value of US$0.00000005 per share, of Reitar Logtech Holdings Limited, or the Company. We are offering 2,125,000 Class A ordinary shares. An existing shareholder of the Company (the “Resale Shareholder”) is offering an additional 1,200,000 Class A ordinary shares. We will not receive any of the proceeds from the sale of the Class A ordinary shares by the Resale Shareholder.

Prior to this offering, there has been no public market for our Class A ordinary shares. We anticipate that the initial public offering price of our Class A ordinary shares will be between US$4.00 and US$5.00 per share.

We have applied for the listing of our Class A ordinary shares on the Nasdaq Capital Market, or Nasdaq, under the symbol “RITR.”

Immediately prior to the completion of this offering, we will have 40,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to fifteen votes, and is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. We will not be considered a “controlled company” under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the completion of this offering.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and are eligible for reduced public company reporting requirements.

We are a holding company incorporated in the Cayman Islands without any operations of its own. We conduct our operations in Hong Kong through our operating subsidiaries. The Class A ordinary shares offered in this offering are shares of Reitar Logtech Holdings Limited, a Cayman Islands holding company, instead of shares of our operating subsidiaries. Investors in this offering will not directly hold equity interest in our operating subsidiaries. This structure involves unique risks to investors. For detailed risks associated with our corporate structure, see “RiskFactors” beginning on page 16 of this prospectus for a discussion of risks facing our Company and the offering as a result of this structure.

Cash is transferred through our organization in the following manner: (i) fund may be transferred from our Cayman Islands holding company to our operating subsidiaries in Hong Kong through our British Virgin Islands, or BVI, subsidiaries in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our operating subsidiaries in Hong Kong to the Company through our BVI subsidiaries. In the years ended March 31, 2021, 2022 and 2023 and up to the date of this prospectus, no transfer of cash or other types of assets has been made between our Cayman Islands holding company and its subsidiaries. Our Cayman Islands holding company has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, nor have any dividends or distributions been made by our subsidiaries to our Cayman Islands holding company. Kamui Cold Chain Engineering & Service Limited, one of our operating subsidiaries in Hong Kong, declared interim dividends to its then shareholder of HK$8,000,000 (US$1,021,711) in cash and HK$13,960,000 (US$1,782,317), of which HK$10,700,000 (US$1,366,103) was settled in cash and HK$3,260,000 (US$416,215) was set off through reduction in amount due from such shareholder, on January 5, 2021 and May 10, 2021, respectively. U.S. investors will not be subject to Cayman Islands, Hong Kong, or BVI taxation on dividend distributions, and no withholding will be required on the payment of dividends or distributions to them while they may be subject to U.S. federal income tax. See “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” and “Dividend Policy.”

Our operating subsidiaries are incorporated under the laws of Hong Kong and conduct substantially all of our business operations in Hong Kong. We and our subsidiaries face various legal and operational risks and uncertainties such as unfavorable financial and economic conditions in Hong Kong, any potential violations of applicable Hong Kong laws and regulations, and fluctuations in exchange rates between the Hong Kong dollar and the U.S. dollar, which may result in a material adverse change in our results of operations and the value of our shares. See “Risk Factors — Risks Relating to Our Business and Industry” beginning on page 16 of this prospectus. We are not governed by PRC laws in our day-to-day operations. While we do not have any material operation or maintain any office or personnel in mainland China, nor do we have any variable interest entity structure in place, we may still face legal and operational risks and uncertainties associated with evolving PRC laws. The PRC government may implement some PRC laws in Hong Kong and exercise significant influence and intervention over business activities in Hong Kong, including our operations. Any failure to comply with applicable PRC laws and regulations could significantly limit or completely hinder our ability to offer or continue to offer our shares to investors and cause the value of our shares to significantly decline or be worthless. See “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” beginning on page 35 of this prospectus. We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of regulatory review of cybersecurity and data protection, and strengthening anti-monopoly enforcement. If any of these recent statements and regulatory actions by the PRC government become applicable to our subsidiaries, it may impact our ability to conduct business, accept foreign investments or list on a U.S. or other foreign exchange. For example, if the recent regulatory actions of the PRC government on data security or other data-related laws and regulations were to apply to us and/or our subsidiaries, we and/or our subsidiaries could become subject to certain

cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for our public offerings on a foreign stock exchange, and failure to meet such obligations could result in penalties and other regulatory actions against us and/or our subsidiaries and may materially and adversely affect our subsidiaries’ ability to conduct business, our results of operations and the value of our shares.

Our Class A ordinary shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act, or the HFCA Act, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect our auditors for two consecutive years. Our auditor, which is based in California, is currently subject to inspection by the PCAOB at least every two years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions (the “2021 Determinations”). In December 2022, the PCAOB decided to vacate the 2021 Determinations because it determined that, after conducting inspections and investigations of mainland China and Hong Kong firms in 2022 under a new comprehensive agreement with the PRC and consistent with the PCAOB’s usual practice, the current facts and circumstances indicate that (1) in 2022, the PCAOB has been able to conduct inspections and investigations completely; and (2) the PRC has not taken a position to restrict PCAOB access or otherwise impair its ability to conduct its planned inspections and investigations in 2022. However, we cannot assure you that in the future the PCAOB will continue to be able to inspect PCAOB-registered public accounting firms in mainland China or Hong Kong or that we will not be identified by the SEC under the HFCA Act as an issuer that has retained an auditor that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction. In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act and, as a result, we cannot assure you that we will be able to maintain the listing of the Class A ordinary shares on Nasdaq or that you will be allowed to trade the Class A ordinary shares in the United States on the “over-the-counter” markets or otherwise. Should the Class A ordinary shares become not listed or tradeable in the United States, the value of the Class A ordinary shares could be materially affected. See “RiskFactors — Risks Relating to Our Class A Ordinary Shares and This Offering” beginning on page 41 of this prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Class A ordinary share	Total
Initial public offering price	US$4.500	US$9,562,500
Underwriting discount and commissions(1)	US$0.315	US$669,375
Proceeds, before expenses, to us	US$4.185	US$8,893,125

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(1)For a description of compensation payable to the underwriters, see “Underwriting.”

The underwriters have an option to purchase up to an aggregate of 15% additional Class A ordinary shares from us at the initial public offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the Class A ordinary shares against payment in U.S. dollars, on or about, 2024.

Prospectus dated , 2024

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	10
Summary Consolidated Financial and Operating Data	12
Risk Factors	16
Special Note Regarding Forward-Looking Statements and Industry Data	51
Use of Proceeds	52
Dividend Policy	53
Capitalization	54
Dilution	55
Enforceability of Civil Liabilities	57
Corporate History and Structure	59
Selected Consolidated Financial and Operating Data	61
Management’s Discussion and Analysis of Financial Condition and Results of Operations	64
Industry Overview	91
Business	96
Regulation	108
Management	114
Principal Shareholders	121
Related Party Transactions	123
Description of Share Capital	126
Shares Eligible for Future Sale	141
Taxation	143
Underwriting	148
Expenses Relating to this Offering	153
Legal Matters	154
Experts	154
Where You Can Find More Information	154
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any related free writing prospectus that we filed with the Securities and Exchange Commission. We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Class A ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Class A ordinary share.

We have not taken any action to permit a public offering of our Class A ordinary shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who came into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of our Class A ordinary shares and the distribution of this prospectus outside of the United States.

Until , 2024 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade the Class A ordinary share, whether or not participating in this offering, may be required to deliver a prospectus. This 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.

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Conventions That Apply to This Prospectus

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

•“CAGR” are to compound average growth rate;

•“Class A ordinary shares” are to our class A ordinary shares, par value US$0.00000005 per share immediately prior to the completion of this offering;

•“Class B ordinary shares” are to our class B ordinary shares, par value US$0.00000005 per share immediately prior to the completion of this offering;

•“HK$” and “Hong Kong dollars” are to the official currency of Hong Kong;

•“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

•“Kamui Group” are to Kamui Logistics Automation System Limited, Kamui Cold Chain Engineering & Service Limited and Kamui Construction & Engineering Group Limited;

•“mainland China” or the “PRC” are to the mainland of the People’s Republic of China;

•“ordinary shares” our existing ordinary shares of par value of US$0.00000005 per share, and immediately prior to the completion of this offering are to our Class A ordinary shares and Class B ordinary shares;

•“Reitar Group” are to Reitar Logtech Group Limited, Reitar Cold Chain Limited, Reitar Properties Leasing Limited, Reithub Consulting Limited and Reitar Asset Management Limited;

•“RMB” are to the legal currency of the People’s Republic of China;

•“US$” and “U.S. dollars” are to the legal currency of the United States;

•“U.S. GAAP” are to generally accepted accounting principles in the United States; and

•“we,” “us,” “the Group” and “our” are to Reitar Logtech Holdings Limited, a Cayman Islands company, and its subsidiaries.

Our reporting currency is Hong Kong dollars. This prospectus contains translations from Hong Kong dollars to U.S. dollars solely for the convenience of the reader. Unless otherwise stated, the exchange rate used for conversion of Hong Kong dollars into U.S. dollars for financial figures for the year ended and as of March31, 2023 is US$1 = HK$7.8499, as published in H.10 statistical release of the United States Federal Reserve Board on March31, 2023, and the exchange rate used for conversion of Hong Kong dollars into U.S. dollars for financial figures for the six months ended and as of September30, 2023 is US$1 = HK$7.8308, as published in H.10 statistical release of the United States Federal Reserve Board on September29, 2023. We make no representation that the Hong Kong dollars or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

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PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. You should carefully read this entire prospectus, including the “Risk Factors” section and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the financial statements and the related notes, before deciding whether to invest in our ordinary shares.

Overview

We provide comprehensive logistics solutions by connecting capital partners, logistics operators, and our innovative integration and application of logistics technologies through our end-to-end logistics solution business model. Our business primarily consists of two segments: (i) asset management and professional consultancy services, and (ii) construction management and engineering design services.

For logistics operators such as third-party logistics companies, or 3PLs, we provide one-stop logistics solutions whereby we procure capital partners to invest in logistics property development and redevelopment projects, provide support for 3PL customers in their bidding for commercial and government tender projects, help customers obtain relevant licenses for their planned logistics operations, and provide consulting services for customers to determine their strategies and overall logistics plans. We also act as the managing contractor to provide project management services before and during construction work in logistics property development projects, aiming to provide a turnkey solution to our customers. Our one-stop business model allows us to understand customers’ needs in all aspects of their workflow, provide solutions at each stage that fit into the overall plan, lower their operating costs through centrally managed work process, utilize our relationship network to assist customers in their business, and optimize the overall logistics operations for our customers.

For capital partners investing in our projects such as logistics property funds, we provide comprehensive asset management and project management services whereby we source suitable properties for development or conversion into logistics assets including automated warehouses, cold stores, e-commerce fulfillment and distribution centers and logistics parks, maximize the asset value through asset enhancement by applying logistics technologies, and find suitable logistics operators or users of the value-added logistics facilities under our management.

As one of the first movers into the property + logistics technology, or PLT, solution industry in Hong Kong, we have been operating in the logistics solution market since 2015 and two of our co-founders and directors have been working in this sector for over 20 years. We provide PLT solutions through Reitar Group, and construction management and engineering design services through Kamui Group. In the second half of 2022, we underwent a corporate reorganization whereby our Company acquired Kamui Group and Reitar Group. Over years of experience working in the logistics sector, we have gained in-depth professional expertise and developed strong connections with upstream and downstream players in the industry, including investment funds, landowners, both local and international 3PLs, suppliers, and equipment manufacturers. Our know-how relating to our customers’ operations which was obtained through years of services represents a key competitive advantage for us. The logistics service market in Hong Kong is dominated by a limited number of key 3PL operators, and we have built close business relationships with some of them. As a result, we relied on a small number of customers for the majority of our total revenue for the years ended March31, 2021, 2022 and 2023 and the six months ended September30, 2023.

Our leading market position, one-stop service business model, first-mover advantage, in-depth know-how and well-established customer base have enabled us to generate significant growth. For the years ended March 31, 2021, 2022 and 2023, our revenue was HK$73.0 million, HK$144.2 million and HK$84.5million (US$10.8million), and our net income was HK$4.5 million, HK$19.2 million and HK$63.6million (US$8.1million), respectively. For the six months ended September30, 2022 and 2023, our revenue was HK$45.8million and HK$73.7million (US$9.4million), and our net income was HK$3.3million and HK$3.3million (approximately US$421,000), respectively.

Our Competitive Strengths

We believe that the following competitive strengths have contributed to our success to date and will continue to distinguish us from our competitors:

•We are well-positioned to capture the significant growth potential in the logistics solution industry.

•Our business model of providing end-to-end logistics solutions distinguishes us from our competitors.

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•Our first-mover advantage enables us to establish and maintain our leading market position.

•Our know-how allows us to sustainably provide efficient solutions to customers.

•We have a well-established customer base.

•We have an experienced senior management team with a proven track record.

Our Strategies

We intend to continue to grow our business and further strengthen our market position. Towards this goal, we intend to pursue the following strategies:

•Expand our resources and build state-of-the-art facilities

•Build our in-house research and development capabilities

•Expand the geographic coverage of our markets

•Build an e-commerce logistics park

Summary of Risk Factors

Investing in our ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our ordinary shares. Below please find a summary of the significant risks we face, organized under relevant headings. Importantly, this summary does not address all of the risks that we face. Please refer to the information under the heading “Risk Factors” on page 16 of this prospectus for more discussion of the risks summarized here as well as other risks we face.

Risks Relating to Our Business and Industry

Risks and uncertainties related to our business and industry include, but are not limited to, the following. For more detailed discussion of these risks, see “Risk Factors — Risks Relating to Our Business and Industry” from pages 16 to 35.

•Unfavorable financial market and economic conditions in Hong Kong, mainland China, and elsewhere in the world could materially and adversely affect our business, financial condition, and results of operations.

•Decreased availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could impact our cost of operations and our profitability across business lines.

•If our customers are able to reduce their third-party logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially and adversely affected.

•Our business and rent-to-rent model require significant capital expenditure and inability to collect service fee from our customers in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition and growth prospects.

•We have a long selling cycle to secure a new service agreement and a long implementation cycle, which require significant investments of resources.

•We face risks and challenges associated with our cold chain logistics services, including environmental, health and safety issues and increasing costs in developing the business.

•We may not be able to successfully identify, source and develop in a timely fashion additional warehouse properties.

•If we are unable to continue to innovate, meet evolving market trends, adapt to changing customer demands and maintain our culture of innovation, our ability to sustain and grow our business may suffer.

•Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment.

•If we or any of our service providers fail to obtain or maintain licenses, permits or approvals applicable to our business, it could materially and adversely affect our business and results of operations.

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Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate

Risks and uncertainties related to our doing business in the jurisdictions in which our operating subsidiaries operate include, but are not limited to, the following. For more detailed discussion of these risks, see “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” from pages 35 to 41.

•All of our operations are in Hong Kong. However, due to the long arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, which could result in a material change in our operations and/or the value of our ordinary shares. Our operating subsidiaries in Hong Kong may be subject to laws and regulations of the PRC, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our ordinary shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. See page 35 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•Our business, financial condition and results of operations, and/or the value of our ordinary shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to Hong Kong and thus to company such as us. See page 36 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•The Hong Kong legal system embodies uncertainties which could limit the legal protections available to the operating subsidiaries. See page 37 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•Changes in the economic, political, or social conditions or government policies of Hong Kong and mainland China could have a material adverse effect on our business and operations. See page 37 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•If our operating subsidiaries become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer shares to investors and cause the value of our shares to significantly decline or be worthless. See page 38 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•Changes in the political and economic policies of the Chinese government or in relations between China and the United States may materially and adversely affect our business, financial condition, results of operations and the market price of our shares. See page 40 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•Changes in U.S. and Chinese regulations may adversely impact our business, our operating results, our ability to raise capital and the market price of our shares. See page 41 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

•Recent negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of our shares. See page 41 of “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” for further details.

Risks Relating to Our Ordinary Shares and This Offering

Risks and uncertainties related to our ordinary shares and this offering include, but are not limited to, the following. For more detailed discussion of these risks, see “Risk Factors — Risks Relating to Our Ordinary Shares and This Offering” from pages 41 to 50.

•You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands.

•As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq listing standards.

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•Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

•The dual-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.

•We rely on dividends and other distributions on equity paid by the operating subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of the operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

Corporate History and Structure

We conduct our operations in Hong Kong through our operating subsidiaries incorporated under the laws of Hong Kong. In this offering, investors will be purchasing our ordinary shares issued by our Cayman Islands holding company, Reitar Logtech Holdings Limited, which is the ultimate owner of 100% equity interest in our operating subsidiaries in Hong Kong. Our Cayman Islands holding company does not conduct business except for its holding of the operating subsidiaries in Hong Kong. As one of the first movers into the PLT solution industry in Hong Kong, we have been operating in the logistics solution market since 2015 and two of our co-founders and directors have been working in this sector for over 20 years.

With the growth of our business and in order to facilitate international capital raising, we underwent an offshore reorganization in the second half of 2022. Reitar Logtech Holdings Limited was incorporated in the Cayman Islands with limited liability as our offshore holding company in September 2022. In November 2022, our Company acquired 100% equity interest in Reitar Logtech Engineering Limited and Reitar Capital Partners Limited, BVI companies that own 100% equity interest, respectively, in Kamui Development Group Limited and Reitar Logtech Group Limited, which are Hong Kong companies that hold our Hong Kong operating subsidiaries. For details, see “Corporate History and Structure” in this prospectus. This acquisition was deemed a recapitalization of the Company and Reitar Logtech Engineering Limited under common control and, as a result, the results of operations of Kamui Development Group Limited as of and for the three years ended March31, 2021, 2022 and 2023 have been reflected in our consolidated financial statements. The results of operations of Reitar Logtech Group Limited are presented separately elsewhere in this prospectus but not included in our consolidated financial statements because our Company’s acquisition of its parent company, Reitar Capital Partners Limited, occurred after March31, 2022 and there was no common control between the two companies.

Our Corporate Structure

The chart below illustrates our corporate structure as of the date of this prospectus:

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For a more detailed description of our history and a diagram that illustrates our current corporate structure as of the date of this prospectus, see “Corporate History and Structure.”

Holding Company Structure

Reitar Logtech Holdings Limited is a holding company incorporated in the Cayman Islands with no material operations of its own. We conduct our operations primarily in Hong Kong through our operating subsidiaries in Hong Kong. The Class A ordinary shares offered in this offering are shares of the Cayman Islands holding company, instead of shares of our operating subsidiaries in Hong Kong. Investors in our ordinary shares should be aware that they may never directly hold equity interest in our operating subsidiaries in Hong Kong.

As a result of our corporate structure, our ability to pay dividends to our shareholders depends upon dividends paid by our Hong Kong operating subsidiaries through our BVI subsidiaries. If our existing Hong Kong operating subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Transfers of Cash to and from Our Subsidiaries

Reitar Logtech Holdings Limited is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the British Virgin Islands and Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Our subsidiaries are permitted under the respective laws of the British Virgin Islands and Hong Kong to provide funding to Reitar Logtech Holdings Limited through dividend distribution without restrictions on the amount of the funds. Subject to the Companies Act (Revised) of the Cayman Islands, or the Companies Act, and our Memorandum and Articles of Association, our board of directors may authorize and declare a dividend to shareholders from time to time out of the profits from the Company, realized or unrealized, or out of the share premium account, provided that the Company will remain solvent immediately following the date on which the dividend is proposed to be paid, meaning the Company is able to pay its debts as they come due in the ordinary course of its business. There is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us in the form of dividends.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on the transfer of cash from Reitar Logtech Holdings Limited to our operating subsidiaries in Hong Kong or from our operating subsidiaries in Hong Kong to Reitar Logtech Holdings Limited. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollars into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between Reitar Logtech Holdings Limited and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the subsidiaries to Reitar Logtech Holdings Limited and U.S. investors and amounts owed.

Cash is transferred through our organization in the following manner: (i) fund may be transferred from our Cayman Islands holding company to our operating subsidiaries in Hong Kong through our BVI subsidiaries in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by our operating subsidiaries in Hong Kong to the Company through our BVI subsidiaries. In the years ended March 31, 2021, 2022 and 2023 and up to the date of this prospectus, no transfer of cash or other types of assets has been made between our Cayman Islands holding company and subsidiaries.

Our Cayman Islands holding company has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, nor have any dividends or distributions been made by subsidiaries to our Cayman Islands holding company. Kamui Cold Chain Engineering & Service Limited, one of our operating subsidiaries in Hong Kong, declared interim dividends to its then shareholder of HK$8,000,000 (US$1,021,711) in cash and HK$13,960,000 (US$1,782,317), of which HK$10,700,000 (US$1,366,103) was settled in cash and HK$3,260,000 (US$416,215) was set off through reduction in amount due from such shareholder, on January5, 2021 and May10, 2021, respectively. U.S. investors will not be subject to Cayman Islands, Hong Kong, or British Virgin Islands taxation on dividend distributions, and no withholding will be required on the payment of dividends or distributions to them while they may be subject to U.S. federal income tax. See “Taxation — United States Federal Income Tax Considerations.”

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We do not have any present plan to declare or pay any dividends on our ordinary shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business. 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 and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments, in our Memorandum and Articles of Association and in the Companies Act. See “Dividend Policy” and “Risk Factors — Risks Relating to Our Ordinary Shares and This Offering — We rely on dividends and other distributions on equity paid by the operating subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of the operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.” For more information.

Corporate Information

The principal executive offices of our operating subsidiaries are located at c/o Unit 801, 8th Floor, Tower2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. Our telephone number at this address is +852 2554 5666 and our fax number is +852 3705 3590.

Our registered office in the Cayman Islands is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc. 122 East 42nd Street, 18th Floor, New York, NY 10168.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.reitar.io. The information contained on our website is not a part of this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of the benefits of this extended transition period provided under the JOBS Act for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We are an “emerging growth company” as the term is used in the JOBS Act and, as such, we are subject to certain reduced public company reporting requirements. See the applicable disclosure under the section captioned “Risk Factors — Risks Relating to Our Ordinary Shares and This Offering.”

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the U.S. Securities and Exchange Commission, or the SEC, will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in the Cayman Islands, we are permitted

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to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards. Currently, we plan to rely on home country practices with respect to our corporate governance after we complete this offering.

Market and Industry Data

This prospectus contains market data, industry data, estimates and forecasts concerning our industry, including our market position and the size and growth rates of the markets in which we participate, that were obtained from third-party sources including market research databases, publicly available information, and industry publications and reports, including internal surveys and industry forecasts. We have relied on certain data from such sources we believe to be reliable based on our management’s knowledge of the industry, but the accuracy and completeness of such information is not guaranteed. We have not sought the consent of the sources to refer to such publicly available information in this prospectus, and we have not independently verified the accuracy or completeness of the data. In addition, we do not necessarily know what assumptions and limitations regarding general economic growth were used or were applicable in preparing the third-party forecasts we cite, and you are cautioned not to place undue reliance on these estimates.

Statements as to our market position are based on the most currently available data. 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. These forecasts and forward-looking information involve risks and uncertainties and are subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed in the “Risk Factors” section in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications and reports. Our historical results do not necessarily indicate our expected results for any future periods.

Impact of COVID-19

The COVID-19 outbreak has adversely affected the economies and financial markets worldwide, and our business may be materially and adversely affected by the COVID-19 outbreak and any such other outbreak. Furthermore, our business may be adversely affected if continued concerns relating to COVID-19 result in travel restrictions, and our personnel, vendors and service providers being unavailable to pursue their business objectives due to these restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions by different governments to contain COVID-19 or treat its impact, among others. If the disruptions caused by COVID-19 or other matters of global concern continue for an extended period of time, our ability to pursue our business objectives may be materially and adversely affected. In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Recent Regulatory Development in the PRC

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using a variable interest entity, or VIE, structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not currently expect these regulatory measures to have an impact on our business, operations or this offering, given that (1) our operating subsidiaries are incorporated in Hong Kong (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of Hong Kong, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC 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 defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).

As of the date of this prospectus, none of our customers are based in mainland China. However, our operating subsidiaries may collect and store certain data (including certain personal information) from our future customers who may be individuals in mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering).

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As of the date of this prospectus, we are compliant with all applicable regulations and policies. Based on PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulations that may be adopted by PRC authorities, we believe that neither we, nor our operating subsidiaries in Hong Kong are currently required to obtain any permission or approval from the PRC authorities, including the CSRC, and the Cyberspace Administration of China, or the CAC, to operate our business and offer the securities being registered to foreign investors. However, given the uncertainties arising from the legal system in the PRC, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and other regulations. See “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate” from pages 35 to 41.

Additionally, 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 mainland China. We are also subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take 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;

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

•could hinder our ability to continue to offer securities to investors; and

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

Holding Foreign Companies Accountable Act

Our auditor, WWC, P.C., is based in California, and is currently subject to inspection by the PCAOB at least every two years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions (the “2021 Determinations”). On August 26, 2022, the PCAOB entered into a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China and, as summarized in the “Statement on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong” published on the SEC’s official website, the parties agreed to the following: (i) in accordance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation; (ii) the PCAOB shall have direct access to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) the PCAOB shall have the unfettered ability to transfer information to the SEC, in accordance with the Sarbanes-Oxley Act; and (iv) the PCAOB inspectors shall have access to complete audit work papers without any redactions, with view-only procedures for certain targeted pieces of information such as personally identifiable information. The PCAOB was required to reassess its determinations as to whether it is able to carry out inspection and investigation completely and without obstruction by the end of 2022. In December 2022, the PCAOB decided to vacate the 2021 Determinations because it determined that, after conducting inspections and investigations of mainland China and Hong Kong firms in 2022 under a new comprehensive agreement with the PRC and consistent with the PCAOB’s usual practice, the current facts and circumstances indicate that (1) in 2022, the PCAOB has been able to conduct inspections and investigations completely; and (2) the PRC has not taken a position to restrict PCAOB access or otherwise impair its ability to conduct its planned inspections and investigations in 2022.

We cannot assure you that in the future the PCAOB will continue to be able to inspect PCAOB-registered public accounting firms in mainland China or Hong Kong or that we will not be identified by the SEC under the HFCA Act as an issuer that has retained an auditor that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction. In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act and, as a result, we cannot assure you that we will be able to maintain the listing of the Class A ordinary shares on Nasdaq or that

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you will be allowed to trade the Class A ordinary shares in the United States on the “over-the-counter” markets or otherwise. Should the Class A ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. See “Risk Factors — Risks Relating to Our Ordinary Shares and This Offering” beginning on page 41 of this prospectus. As more stringent criteria have been imposed by the SEC and the PCAOB recently, which would add uncertainties to our offering, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist the Company’s securities. In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act and, as a result, we cannot assure you that we will be able to maintain the listing of the Class A ordinary shares on Nasdaq or that you will be allowed to trade the Class A ordinary shares in the United States on the “over-the-counter” markets or otherwise. Should the Class A ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. See “Risk Factors — Risks Relating to Our Ordinary Shares and This Offering.”

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THE OFFERING

Offering price:	We currently estimate that the initial public offering price will be between US$4.00 and US$5.00 per Class A ordinary share.
Class A ordinary shares offered by us:	2,125,000 Class A ordinary shares (or 2,443,750 Class A ordinary shares if the underwriters exercise the option to purchase additional 318,750 Class A ordinary shares in full).
Class A ordinary shares offered by the Resale Shareholder	1,200,000 Class A ordinary shares
Ordinary shares outstanding immediately before this offering:	60,000,000 ordinary shares comprised of 40,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares.
Ordinary shares outstanding immediately after this offering:	62,125,000 ordinary shares comprised of 42,125,000 Class A ordinary shares and 20,000,000 Class B ordinary shares (or 42,443,750 Class A ordinary shares and 20,000,000 Class B ordinary shares if the underwriters exercise the option to purchase additional 318,750 Class A ordinary shares in full).
Option to purchase additional Class A ordinary shares:	We have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of 318,750 additional Class A ordinary shares at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
Voting Rights:	Each Class A ordinary share is entitled to one vote. Each Class B ordinary share is entitled to fifteen votes.
Conversion Rights:	Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Class B ordinary shares are convertible into Class A ordinary shares at any time at the option of the holder thereof on a one-for-one basis.
Payment and settlement:	The underwriters expect to deliver the Class A ordinary shares against payment on or about, 2024.
Listing:	We have applied for the listing of the Class A ordinary shares on the Nasdaq under the symbol “RITR.” The Class A ordinary shares will not be listed on any other stock exchange or traded on any automated quotation system.
Use of proceeds:	We estimate that we will receive net proceeds from this offering of approximately US$7.0million, or approximately US$8.3million if the underwriters exercise the over-allotment option in full, assuming an initial public offering price of US$4.5 per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of Class A ordinary shares by the Resale Shareholder.

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	We intend to use the proceeds from this offering as follows: (i)approximately 20% for expanding our resources and investing in state-of-the-art logistics facilities, (ii)approximately 10% for building our in-house research and development capabilities, (iii)approximately 10% for expanding the geographic coverage of our markets, (iv)approximately 30% for investing in logistics projects, and (v)the balance of the net proceeds for other working capital and general corporate purposes. See “Use of Proceeds” for more information.
Risk factors:	See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in the Class A ordinary shares.
Lock-up agreements:	We, our directors and executive officers and all other existing holders of 5.0% or more of our outstanding shares have agreed with the underwriters not to offer, issue, sell, encumber, transfer or otherwise dispose of any of the Class A ordinary shares for a period of six months after the completion of this offering without the consent of the representatives of the underwriters. See “Underwriting” for more information.
Transfer agent:	VStock Transfer LLC

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statements of income and comprehensive income data and summary consolidated statements of cash flows data for the years ended March31, 2021, 2022 and 2023, summary consolidated balance sheets data as of March31, 2022 and 2023, summary unaudited interim condensed consolidated statements of income and comprehensive income data and summary unaudited interim condensed consolidated statements of cash flows data for the six months ended September30, 2022 and 2023, summary unaudited condensed consolidated balance sheets data as of September30, 2023, and summary unaudited pro forma condensed combined statement of income and comprehensive income data for the year ended March 31 2023, have been derived from our consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

Our Summary Consolidated Statements of Income and Comprehensive Income

	Year ended March 31,								Six months ended September 30,
	2021		2022		2023		2023		2022		2023		2023
	HK$		HK$		HK$		US$		HK$		HK$		US$
Revenue	73,038,292		144,151,979		84,485,339		10,762,601		45,755,890		73,663,071		9,406,839
Cost of revenue	(61,988,203	)	(107,224,193	)	(60,078,321	)	(7,653,387	)	(35,461,196	)	(48,080,982	)	(6,139,983	)
Gross profit	11,050,089		36,927,786		24,407,018		3,109,214		10,294,694		25,582,089		3,266,856
Total operating expenses	(5,968,617	)	(13,451,440	)	(14,998,574	)	(1,910,671	)	(6,361,454	)	(13,919,134	)	(1,777,486	)
Income from continuing operation	5,081,472		23,476,346		9,408,444		1,198,543		3,933,240		11,662,955		1,489,370
Total other income (expenses), net	596,725		(148,404	)	46,861		5,970		106,122		(1,773,253	)	(226,445	)
Income from continuing operation before income tax expenses	5,678,197		23,327,942		9,455,305		1,204,513		4,039,362		9,889,702		1,262,925
Income tax expenses	(1,173,914	)	(4,163,246	)	(1,994,996	)	(254,143	)	(725,651	)	(6,595,390	)	(842,237	)
Net income from continuing operation	4,504,283		19,164,696		7,460,309		950,370		3,313,711		3,294,312		420,688
Gain on discontinued operation	—		—		56,150,372		7,153,005		—		—		—
Net income	4,504,283		19,164,696		63,610,681		8,103,375		3,313,711		3,294,312		420,688
Add: net loss attributable to non-controlling interests from continuing operation	—		—		(101,880	)	(12,978	)	—		(540,939	)	(69,078	)
Net income attributable to the Company’s ordinary shareholders and total comprehensive income	4,504,283		19,164,696		63,712,561		8,116,353		3,313,711		3,835,251		489,766
Weighted average number of ordinary shares:
Basic and diluted	30,000,000		30,000,000		41,753,425		41,753,425		30,000,000		60,000,000		60,000,000
Earnings per share – basic and diluted
Continuing operation	0.15		0.64		0.18		0.02		0.11		0.05		0.01
Discontinued operation	—		—		1.34		0.17		—		—		—
Ordinary shareholders	0.15		0.64		1.52		0.19		0.11		0.05		0.01

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Our Summary Consolidated Balance Sheets

	As of March 31,			As of September 30,
	2022	2023	2023	2023	2023
	HK$	HK$	US$	HK$	US$
Cash and cash equivalents	8,647,941	46,613,240	5,938,068	20,062,436	2,561,991
Total current assets	41,969,721	153,829,983	19,596,424	138,286,879	17,659,355
Total non-current assets	120,604	49,853,186	6,350,805	64,661,543	8,257,335
Total assets	42,090,325	203,683,169	25,947,229	202,948,422	25,916,690
Total current liabilities	34,585,904	120,027,167	15,290,278	117,341,108	14,984,562
Total liabilities	34,585,904	125,251,863	15,955,853	121,222,804	15,480,258
Total shareholders’ equity	7,504,421	78,431,306	9,991,376	81,725,618	10,436,432
Total liabilities and shareholders’ equity	42,090,325	203,683,169	25,947,229	202,948,422	25,916,690

Our Summary Consolidated Statements of Cash Flows

	Years ended March 31,								Six months ended September 30,
	2021		2022		2023		2023		2022		2023		2023
	HK$		HK$		HK$		US$		HK$		HK$		US$
Net cash generated from (used in) operating activities	16,386,876		2,930,155		49,714,339		6,333,117		(1,107,852	)	(23,167,353	)	(2,958,491	)
Net cash (used in) generated from investing activities	(21,000	)	(134,651	)	9,661,547		1,230,786		(148,294	)	(11,728,132	)	(1,497,692	)
Net cash generated from (used in) financing activities	(7,299,138	)	(4,849,325	)	(21,410,587	)	(2,727,498	)	(1,291,417	)	10,344,681		1,321,025
Net (decrease)/increase in cash and cash equivalents and restricted cash	9,066,738		(2,053,821	)	37,965,299		4,836,405		(2,547,563	)	(24,550,804	)	(3,135,158	)
Cash and cash equivalents and restricted cash, at the beginning of year/period	1,635,024		10,701,762		8,647,941		1,101,663		8,647,941		46,613,240		5,952,551
Cash and cash equivalents and restricted cash, at the end of year/period	10,701,762		8,647,941		46,613,240		5,938,068		6,100,378		22,062,436		2,817,393

The unaudited pro forma condensed combined financial information below has been presented for illustrative purposes only. The financial results may have been different had the companies always been combined. The unaudited pro forma condensed combined statement of income and comprehensive income for the year ended March31, 2023 is derived from the historical financial statements of Reitar Logtech Holdings Limited which includes the financial results of Reitar Capital Partners Limited, 100% equity interest of which was acquired by the Company on November9, 2022, subsequent to the acquisition date through March31, 2023 and Reitar Capital Partners Limited for the period of April1, 2022 through the acquisition date, as adjusted to give effect to the acquisition. The unaudited pro forma condensed combined statement of income and comprehensive income for the year ended March31, 2023 gives effect to the acquisition as if it had occurred on April1, 2022. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

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Our Summary Unaudited Pro Forma Condensed Combined Statement of Income and Comprehensive Income

	Year ended March 31, 2023
	Kamui Group (Historical)		Reitar Group (Note 1)		Pro forma Adjustments	Combined Pro forma
	HK$		HK$		HK$	HK$		US$
Revenue	84,485,339		3,652,634		—	88,137,973		11,227,910
Cost of revenue	(60,078,321	)	(704,786	)	—	(60,783,107	)	(7,743,169	)
Gross profit	24,407,018		2,947,848		—	27,354,866		3,484,741
Total expenses	(14,998,574	)	(3,691,772	)	—	(18,690,346	)	(2,380,966	)
Income (loss) from operation	9,408,444		(743,924	)	—	8,664,520		1,103,775
Total other income, net	46,861		—		—	46,861		5,970
Income (loss) before income tax expenses	9,455,305		(743,924	)	—	8,711,381		1,109,745
Income tax expenses	(1,994,996	)	(154,126	)	—	(2,149,122	)	(273,777	)
Net income (loss) from continuing operation	7,460,309		(898,050	)	—	6,562,259		835,968
Discontinued operation:
Income (loss) from discontinued operation	4,133,971		(21,517,717	)	—	(17,383,746	)	(2,214,518	)
Gain on disposal	52,016,401		—		—	52,016,401		6,626,378
Gain (loss) on discontinued operation	56,150,372		(21,517,717	)	—	34,632,655		4,411,860
Net income (loss)	63,610,681		(22,415,767	)	—	41,194,914		5,247,828
Add: net loss attributable to non-controlling interests from continuing operation	(101,880	)	—		—	(101,880	)	(12,978	)
Net income (loss) attributable to the company’s ordinary shareholders and total comprehensive income (loss)	63,712,561		(22,415,767	)	—	41,296,794		5,260,806
Weighted average number of ordinary shares:
Basic and diluted	41,753,425					60,000,000		60,000,000
Earnings (loss) per ordinary share – basic and diluted
Continuing operation	0.18					0.11		0.01
Discontinued operation	1.34					0.58		0.07
Ordinary shareholders	1.52					0.69		0.09

Note 1: It represents the unaudited condensed consolidated financial information of Reitar Capital Partners Limited for the period of April 1, 2022 through the acquisition date.

Key Operating Data

Our one-stop service business model consists of two main groups of operating subsidiaries, specializing in strategic planning and customized provision of comprehensive logistics solutions. Kamui Group focuses on providing construction management and engineering design services, and Reitar Group focuses on providing asset management and professional consultancy services in the logistics sector.

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The table below sets forth the selected operating data of Kamui Group for the periods indicated, which should be read in conjunction with the consolidated financial statements of our Group and the accompanying notes included elsewhere in this prospectus:

		Years ended March 31,			Six months ended September 30,
		2021	2022	2023	2022	2023
Construction management and engineering design services	Number of clients	14	24	19