Filed pursuant to Rule 424(b)(4)

Registration No. 333-273289

1,750,000 Ordinary Shares

Alpha Technology Group Limited

This is the initial public offering (the “Offering”) of the ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Alpha Technology Group Limited (“Alpha”). We are offering 1,750,000 Ordinary Shares, representing 11.67% of the Ordinary Shares following completion of this Offering. Wittelsbach Group Holdings Limited, Mr. Tsang Chun Ho Anthony and Mr. Leung Ka Fai, three existing shareholders of our Company (the “Selling Shareholders”), are offering an additional 2,000,000 Ordinary Shares of Alpha pursuant to the Resale Prospectus (the “Resale Offering”), representing 13.33% of the Ordinary Shares following the completion of this Offering. Following the Offering and the Resale Offering, 25.0% of the Ordinary Shares will be held by public shareholders, assuming the underwriters do not exercise the over-allotment option. We will not receive any of the proceeds from the sale of our Ordinary Shares by the Selling Shareholders. We will pay all expenses (other than discounts, concessions, commissions, and similar selling expenses, if any) relating to the registration of the Selling Shareholders’ shares with the Securities and Exchange Commission.

Prior to this Offering, there has been no public market for our Ordinary Shares. The offering price of our Ordinary Shares in this Offering is $4.00 per share. Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol “ATGL.”

Alpha is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company with no material operation, we conduct our operations in Hong Kong through our wholly-owned operating subsidiaries, Techlution Service Limited (“Techlution”) and Neural Sense Limited (“NSL”) (collectively, our “Operating Subsidiaries”). This is an offering of the Ordinary Shares of Alpha, the holding company in BVI, and not the shares of our Operating Subsidiaries in Hong Kong. Because of our corporate structure as a BVI holding company with operations conducted by our Hong Kong Operating Subsidiaries, it involves unique risks to investors. Investors in our Ordinary Shares should be aware that they will not and may never directly hold equity interests in the Operating Subsidiaries, but rather purchasing equity solely in Alpha, our BVI holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and executive officers who are located outside of the United States.

All of our operations are conducted by our Operating Subsidiaries in Hong Kong, which is a special administrative region of the PRC, and we currently do not have any operations in mainland China. Accordingly, the PRC laws and regulations do not currently have any material impact on our business, financial condition and results of operations. However, we may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the cybersecurity, M&A and the oversight and control over overseas securities offerings. 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. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like ourselves. Such governmental actions:

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

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

• could significantly limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors; and

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

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Recent Regulatory Development in the PRC.”

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 Techlution and NSL’s daily business operation, their ability to

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accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.

Furthermore, on February 24, 2023, the CSRC revised the Provisions on Strengthening the Management of Confidentiality and Archives Related to the Overseas Issuance of Securities and Overseas Listing by Domestic Companies which were issued in 2009, or the Archives Rules. The revised Archives Rules came into effect on March 31, 2023 together with the Trial Measures. The revised Archives Rules expand their application to cover indirect overseas offering and listing, by stipulating that a domestic company which plans to publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers and overseas regulators, any documents and materials containing state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

According to Article 18 of the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. Further, there is no legislation mandating that the laws in Hong Kong shall be in line with those in the PRC. Despite the foregoing, the legal and operational risks that arise from operating in China also apply to businesses operating in Hong Kong and Macau.

However, there remains uncertainty as to how the Trial Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the Cyberspace Administration of China (the “CAC”) and the CSRC. It is also possible that new PRC laws, regulations, rules, or detailed implementation and interpretation related to the Trial Measures may be adopted in the future, which could impact businesses operating in Hong Kong and Macau that engage in activities covered by these measures.

Based on our understanding of the current Hong Kong laws, as of the date of this prospectus, Techlution and NSL are not required to obtain any permissions or approvals from Hong Kong authorities nor any PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CAC or 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) Techlution and NSL were established and operate in Hong Kong, none of which are a “domestic company” for the purposes of the Trial Measures, and (iii) businesses conducted by Techlution and NSL are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. As of the date of this prospectus, neither the CAC, the CSRC nor any other PRC regulatory agency or administration has contacted the Company in connection with the Company’s or its subsidiaries’ operations or this Offering. Therefore, the Company or its subsidiaries is currently not required to obtain regulatory approval from the CAC, CSRC nor any other PRC authorities for its and its subsidiaries’ operations in Hong Kong and this Offering. However, we believe that uncertainties still exist, 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 concluded that relevant permissions or approvals were not required or that we did 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 and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks related to our corporate structure — 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 if the PRC government intervenes or influences our business operations at any time or may exert control over

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offerings conducted overseas and foreign investment in PRC based issuers, such as approval or other administration requirements of the CSRC, or other PRC governmental authorities in connection with this Offering under any new laws, rules or regulations in the PRC to be enacted, which may become applicable to Hong Kong, and if required, we cannot assure you that we will be able to obtain such approval.” on page 38.

Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On December 16, 2021, the PCAOB issued a report on its determinations that it was 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. Our current and previous auditors, Audit Alliance LLP and Marcum Asia CPAs LLP, are independent registered public accounting firms that issue the audit reports included elsewhere in this prospectus. Our current auditor, Audit Alliance LLP, is based in Singapore, registered with PCAOB and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Marcum Asia CPAs LLP is headquartered in New York and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB has the ability to inspect our current and previous auditors. Audit Alliance LLP and Marcum Asia CPAs LLP were not subject to the determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol (“SOP”) with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in PRC and Hong Kong. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland PRC and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, such lack of inspection could cause our securities to be delisted from The Nasdaq Stock Market LLC (“Nasdaq”). See “Risk Factors — Risks related to our Ordinary Shares and this Offering — The joint statement by the SEC and PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. In the event it is determined that the PCAOB is unable to inspect or investigate completely our Company’s auditor, then such lack of inspection could cause trading in our Ordinary Shares to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities.” on page 52.

We will be considered a “controlled company” under Nasdaq Listing Rules 5615(c) as our largest shareholder, Ms. Ma Xiaoqiu, will beneficially own 56.45% (assuming no exercise of the over-allotment option) of the aggregate voting power of our outstanding Ordinary Shares through Hanoverian International Group Limited and Wittelsbach Group Holdings Limited immediately following the consummation of this Offering and the Resale Offering. As a result, Ms. Ma Xiaoqiu has the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. However, even if we are deemed as a “controlled company,” we currently do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules. See “Risk Factors — Risks related to our corporate structure — Following this Offering and the Resale Offering, Ms. Ma Xiaoqiu will continue to own more than a majority of the voting power of our outstanding Ordinary Shares through Hanoverian International Group Limited and Wittelsbach Group Holdings Limited. As a result, Ms. Ma Xiaoqiu has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.” on page 44 and “Management — Controlled Company” on page 134 of this prospectus.

We did not declare and pay any dividend in relation to our retained profit since incorporation of our Operating Subsidiaries. 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 a dividend in the foreseeable future. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from Techlution and NSL by way of dividend payments. Alpha is a BVI company, and Techlution and NSL are all Hong Kong companies. There are no restrictions on foreign exchange and there are no limitations on the abilities of Alpha

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to transfer cash to or from Techlution and NSL or to investors under Hong Kong laws. For a more detailed discussion of how the cash is transferred within our organization, see “Summary — Transfers of cash to and from our subsidiaries” and “Risk Factors — Risks related to our corporate structure — We rely on dividends and other distributions of equity paid by our Operating Subsidiaries in Hong Kong to fund any cash and financing requirements we may have and any limitation on the ability of our subsidiaries to make payments to us outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash in the future could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.” on page 5 and 38. See “Dividend Policy” and “Combined statements of changes in shareholders’ deficit” for further details.

Investing in our 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 Ordinary Shares in “Risk Factors” beginning on page 21 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of being an emerging growth company” for additional information.

	Per Share	Total Without Over-Allotment Option		Total With Full Over-Allotment Option
	US$	US$		US$
Initial public offering price	4.0	7,000,000		8,050,000
Underwriting discounts(1)	0.3	(525,000	)	(603,750	)
Proceeds to us, before expenses	3.7	6,475,000		7,446,250

____________

Notes:

(1) We have agreed to pay the underwriters a discount equal to 7.5% of the gross proceeds of the offering. In addition to the underwriting discounts, we have also agreed to reimburse Prime Number Capital LLC, the representative of the underwriters, for certain expenses, and to pay the representative a non-accountable expense allowance equal to 1% of the gross proceeds of the offering. For a description of the total compensation to be received by the underwriters, see “Underwriting” beginning on page 162.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares offered by the Company if any such shares are taken. We have granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to 15% additional Ordinary Shares from us at the initial public offering price, less underwriting discounts, within 45 days from the closing of this Offering to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts payable, non-accountable expense allowance, out-of-pocket expenses and other background search fees of the underwriter will be US$898,595, and the total net proceeds, will be US$7,151,405.

Assuming no over-allotment is exercised, we expect our total cash expenses for this Offering to the underwriters for their reasonable out-of-pocket expenses and non-accountable expense allowance, exclusive of the above discounts will be approximately US$270,000.

If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Ordinary Shares against payment as set forth under “Underwriting” on or about November 2, 2023.

The date of this prospectus is October 30, 2023.

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TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		21
Special Note Regarding Forward-Looking Statements		62
Industry and Market Data		64
Use of Proceeds		73
Dividend Policy		74
Capitalization		75
Dilution		76
Enforceability of Civil Liabilities		78
Corporate History and Structure		80
Management’s Discussion and Analysis of Financial Condition and Results of Operations		82
Business		103
Regulations		127
Management		130
Related Party Transactions		138
Principal Shareholders		141
Description of Securities		143
Shares Eligible for Future Sale		154
Material Income Tax Considerations		157
Underwriting		162
Expenses Related to this Offering		171
Legal Matters		172
Experts		172
Change in Auditor		173
Where You Can Find Additional Information		173
Index to Financial Statements		F-1

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. We and the Selling Shareholders have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We and the Selling Shareholders are not, and the underwriters are not, making an offer to sell our 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 Ordinary Shares.

For investors outside the United States: Neither we, the Selling Shareholders 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 Ordinary Shares and the distribution of this prospectus outside the United States.

Alpha Technology Group Limited is incorporated under the laws of the BVI as a BVI business company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or 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 Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Until and including November 24, 2023 (25 days after the date of this prospectus), all dealers that buy, sell or trade our 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.

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CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Except where the context otherwise requires and for purposes of this prospectus only, references in this prospectus to:

• “Alpha,” “our Company” and the “Company” are to Alpha Technology Group Limited, the holding company of our businesses;

• “AI” are to artificial intelligence;

• “Articles of Association” are to articles of association of Alpha adopted on October 5, 2022;

• “BVI” are to the British Virgin Islands;

• “CAGR” are to the compounded annual growth rate, representing the year-on-year growth rate over a specific period of time;

• “F&S” are to Frost & Sullivan International Limited, an independent industry consultant commissioned by the Company;

• “F&S Report” are to the industry report on the overview of the industry in which our Company operates, prepared by F&S and commissioned by the Company dated March 17, 2023;

• “Hong Kong dollar(s)” or “HK$” are to the legal currency of Hong Kong;

• “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;

• “Memorandum” are to amended and restated memorandum of association of Alpha adopted on August 28, 2023 with effect from August 30, 2023;

• “Memorandum and Articles of Association” are to the amended and restated memorandum and articles of association of Alpha adopted on August 28, 2023 with effect from August 30, 2023;

• “NSL” are to Neural Sense Limited, one of Alpha’s operating subsidiaries in Hong Kong;

• “Operating Subsidiaries” are to Techlution and NSL;

• “Ordinary Shares” are to the shares of Alpha Technology Group Limited, par value US$0.0001 per share;

• “PRC” and “Mainland China” are to the People’s Republic of China;

• “PRC government” are to the government and governmental authorities of Mainland China, for the purpose of this prospectus only;

• “SEC” are to the U.S. Securities and Exchange Commission;

• “Selling Shareholders” are to Wittelsbach Group Holdings Limited, Mr. Tsang Chun Ho Anthony and Mr. Leung Ka Fai, three existing shareholders of our Company that are selling their Ordinary Shares pursuant to the Resale Prospectus;

• “Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited;

• “Techlution” are to Techlution Service Limited, one of Alpha’s operating subsidiaries in Hong Kong;

• “US$” or “U.S. dollar(s)” are to the legal currency of the United States;

• “U.S.” refers to the United States of America; and

• “we,” “us,” “our,” and the “Group” are to Alpha Technology Group Limited, the BVI holding company that will issue the Ordinary Shares being offered, and/or its subsidiaries, as the context requires.

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Alpha Technology Group Limited does not have any material operations of its own. Alpha is a holding company incorporated in the BVI with operations conducted in Hong Kong through its Operating Subsidiaries in Hong Kong, using Hong Kong dollars. The reporting currency is U.S. dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars as of and for the year ended September 30, 2022 in this prospectus were calculated at the noon buying rate of US$1.0 = HK$7.8498 on September 30, 2022, as published in H.10 statistical release of the United States Federal Reserve Board. Translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars as of and for the six months ended March 31, 2023 in this prospectus were calculated at the noon buying rate of US$1.0 = HK$7.8499 on March 31, 2023, as published in H.10 statistical release of the United States Federal Reserve Board. 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, the rates stated below, or at all.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in our Ordinary Shares. You should read the entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our combined financial statements and the related notes thereto, in each case included in this prospectus. You should carefully consider, among other things, the matters discussed in the section of this prospectus titled “Business” before making an investment decision.

Our Company

Alpha is a holding company incorporated in BVI, which has no material operations of its own, and it currently conducts its business through its Operating Subsidiaries, Techlution and NSL. Our Operating Subsidiaries are cloud-based IT solution service providers in Hong Kong which utilize analytic skills, programming skills, artificial intelligence technologies and technological know-hows to provide comprehensive solutions designed to optimize business performance, meet various industry-specific operational challenges and create new business opportunities.

Those IT solution services can be categorized as follows:

System development services: Our Operating Subsidiaries develop cloud-based and customized customer relationship management (“CRM”) systems and enterprise resource planning (“ERP”) systems to cater to the operational and business needs of our customers.

Web and mobile application development services: Techlution leverages its technological knowledge to develop applications that assist users in carrying specified tasks, such as drafting, storing information, transferring documents, communication, tracking geographic locations, productivity management, status reporting, etc.

Artificial intelligence powered optical character recognition (“AI-OCR”) services: NSL provides optical character recognition (“OCR”) services with self-developed artificial intelligence technology to extract printed texts and data from imported documents such as invoices, receipts, applications, forms and identification documents.

Technological support and maintenance service and other services: Our Operating Subsidiaries provide maintenance and enhancement services for systems we built. Techlution provides three types of NFT-related services — creating NFT artwork, NFT marketplace and developing NFT-related games for customers. As of the date of this prospectus, we have not provided any other NFT-related ancillary services beyond the three above-mentioned services. Additionally, we have not owned or traded any NFT deliverables of our projects, and we do not develop or own any blockchain technologies. We currently do not have any plan to provide other NFT-related ancillary services in the future.

Our Operating Subsidiaries have a diversified customer base and our customers come from a variety of industries with different scale of operations, including consulting, real estate, architectural design, carpark management, electronic payment services, logistics, investments, retail, textiles, wholesale and distribution, etc.

We generate revenues primarily from our Operating Subsidiaries’ cloud-based IT solution services including (i) system development services; (ii) web and mobile application development services; and (iii) AI-OCR services. For the two years ended September 30, 2021 and 2022, our revenue was HK$4,055,406 and HK$4,421,208 (approximately US$563,226), respectively. For the six months ended March 31, 2022 and 2023, our revenue was HK$2,402,225 and HK$5,542,606 (approximately US$706,073), respectively. Our gross profit and net loss were HK$1,002,173 (approximately US$127,669) and HK$2,663,554 (approximately US$339,315), respectively, for the year ended September 30, 2022, as compared to gross profit and net loss of HK$1,457,113 and HK$981,035, respectively, for the year ended September 30, 2021. Our gross profit and net loss were HK$1,990,140 (approximately US$253,524) and HK$2,397,615 (approximately US$305,434), respectively, for the six months ended March 31, 2023, as compared to gross profit and net loss of HK$670,932 and HK$955,476, respectively, for six months ended March 31, 2022.

Alpha is a holding company limited by shares and established under the laws of the BVI on October 5, 2022; it has no business operation and uses a structure that involves operating subsidiaries based in Hong Kong. Our structure involves risks to the investors, and 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 we are registering for sale, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Investors are cautioned that they are buying shares of a BVI holding company with operations solely conducted in

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Hong Kong by our Operating Subsidiaries. Investors are not directly investing in, and may never hold equity interests in our Operating Subsidiaries. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.

Industry Background

CRM and ERP system market in Hong Kong

According to the F&S Report, the market size of CRM system in Hong Kong recorded an increase from HK$1,156.4 million (approximately US$147.3 million) in 2018 to HK$1,630.1 million (approximately US$207.7 million) in 2022, at a CAGR of 9.0%. The growth is attributed to technological advancement and the increase in investment by the enterprises. Supported by the continuous technological innovations and the increasing adoption rate, the CRM market size in Hong Kong is expected to grow from HK$1,752.4 million (approximately US$223.2 million) in 2023 to HK$2,303.3 million (approximately US$293.4 million) in 2027, at a CAGR of 7.1%.

According to the F&S Report, the market size of ERP system in Hong Kong recorded an increase from HK$1,495.0 million (approximately US$190.4 million) in 2018 to HK$1,801.0 million (approximately US$229.4 million) in 2022, at a CAGR of 4.8%, primarily driven by rising application of ERP software in banking, retail, government utility, and healthcare sectors. The rising number of sizeable data and increasing benefits provided by cloud technology in terms of data and remote accessibility, low maintenance, security, and efficiency are creating traction in the market. The ERP market size in Hong Kong is expected to grow from HK$1,905.5 million (approximately US$242.7 million) in 2023 to HK$2,333.8 million (approximately US$297.3 million) in 2027, at a CAGR of 5.2%.

OCR services market in Hong Kong

The integration of artificial intelligence, such as deep learning and multi-level analysis, enables the companies to efficiently process documents, texts, and other data in a way more human-like. These advanced technologies also help to address inaccuracies that occur in OCR, thereby providing streamlined fault management. According to the F&S Report,

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the market size of OCR in Hong Kong increased from HK$48.8 million (approximately US$6.2 million) in 2018 to HK$82.3 million (approximately US$10.5 million) in 2022, at a CAGR of 14.0%. With the increasing adoption of OCR across diversified verticals and the integration of advanced capabilities, the market size of OCR in Hong Kong is expected to reach HK$168.1 million (approximately US$21.4 million) in 2027, representing a CAGR of 15.3% from 2023 to 2027.

Web and mobile application development services market in Hong Kong

Driven by the increasing investment in web services and mobile applications, the market size of web and mobile application development services increased from HK$ 24,658.2 million (approximately US$3,141.2 million) in 2018 to HK$25,870.3 million (approximately US$3,295.6 million) in 2022, at a CAGR of 1.2%. On the back of the continued development of internet services, the market size of web and mobile application development services is expected to rise at a CAGR of 5.0% from 2023 to 2027.

Our competitive strengths

We believe the following competitive strengths differentiate us from our competitors:

• Our cloud-based IT solutions are purpose-built for customers from a variety of industries and we have a loyal customer base

• We have advanced technology capabilities

• We have a localized database that is not easily replaceable by other global OCR services

• We have an experienced management team supported by industry talents

Our (growth) strategies

We intend to pursue the following strategies to further expand our business:

• Continue to optimize our technology infrastructure and expand the scope of our IT solution offerings

• Enhance our brand in the market

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• Expand our AI-OCR services to overseas markets

• Enhance technological infrastructure and cybersecurity

Corporate history and structure

In November 2017, Techlution, one of our Operating Subsidiaries, was incorporated under the laws of Hong Kong.

In October 2019, NSL, one of our Operating Subsidiaries, was incorporated under the laws of Hong Kong.

In October 2022, Alpha was incorporated under the laws of BVI. Upon the acquisition of our Operating Subsidiaries, Alpha became the holding company for our Operating Subsidiaries. The Company has no material operation of its own, and we conduct operations through our Operating Subsidiaries, namely Techlution and NSL in Hong Kong.

We are offering 1,750,000 Ordinary Shares, representing 11.67% of the Ordinary Shares following completion of the offering of Alpha, assuming the underwriters do not exercise the over-allotment option. Wittelsbach Group Holdings Limited, Mr. Tsang Chun Ho Anthony and Mr. Leung Ka Fai, the Selling Shareholders, are offering an additional 2,000,000 Ordinary Shares of Alpha, representing 13.33% of the Ordinary Shares, following the completion of this Offering. Ms. Ma Xiaoqiu will hold 56.45% of the voting power, after this Offering and the Resale Offering, through Wittelsbach Group Holdings Limited and Hanoverian International Group Limited, companies wholly owned by Ms. Ma Xiaoqiu. Since Ms. Ma Xiaoqiu will control a majority of the voting power of our outstanding Ordinary Shares after the completion of this Offering and the Resale Offering, we will be a “controlled company” as defined under the Nasdaq Listing Rules. The chart below illustrates our corporate structure and identifies our Operating Subsidiaries as of the date of this prospectus:

The chart below illustrates our corporate structure and identifies our Operating Subsidiaries upon completion of this Offering (assuming no exercise of the over-allotment option by the underwriters) and the Resale Offering:

For a more detailed description of our corporate history and structure, see “Corporate History and Structure.” For a detailed description of the risks associated with our corporate structure that support our corporate structure, see “Risk Factors — Risks related to our corporate structure.”

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Transfers of cash to and from our subsidiaries

Alpha has no operations of its own. It conducts its operation in Hong Kong through our Operating Subsidiaries. Alpha may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Alpha is permitted under the laws of BVI to provide funding to our Operating Subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Our Operating Subsidiaries are also permitted under the laws of Hong Kong to provide funding to Alpha, through dividend distributions or payments, without restrictions on the amount of the funds.

There are no restrictions or limitations on our ability to distribute earnings by dividends from our subsidiaries, including our Operating Subsidiaries in Hong Kong, to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Business Companies Act 2004 (as amended) (the “BVI Companies Act”) and our Memorandum and Articles of Association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they deem fit if they are satisfied, on reasonable grounds, that immediately following the dividend, the value of our assets will exceed our liabilities and Alpha will be able to pay its debts as they fall due. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. 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. See “Regulations” on page 127 and “Dividend Policy” on page 74.

In the financial years ended September 30, 2021 and 2022 and for the six months ended March 31, 2023 and up to the date of this prospectus, no transfer of cash or other types of assets has been made between our holding company and Operating Subsidiaries; and our holding company has not declared or made any dividends or other distribution to its shareholders in the past, nor has any dividends or distributions been made by subsidiaries to our holding company.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Operating Subsidiaries by way of dividend payments.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring 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 and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

See “Risk Factors — Risks related to our corporate structure — We rely on dividends and other distributions on equity paid by our Operating Subsidiaries in Hong Kong to fund any cash and financing requirements we may have and any limitation on the ability of our subsidiaries to make payments to us outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash in the future could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.” on page 38, and the audited combined financial statements and the accompanying footnotes beginning on F-2 of this prospectus, for more information.

Capital Injection

On January 26, 2023, our shareholders entered into a share subscription agreement, pursuant to which our shareholders have agreed to subscribe for an aggregate of 10,000 new shares of the Company on a pro-rata basis for a total consideration of HK$10,000,000 (approximately US$1,273,918). The entire subscription amount was received by our Company on January 26, 2023. After the aforesaid capital injection, the registered capital of our Company was increased by HK$10,000 (approximately US$1,274), and HK$9,990,000 (approximately US$1,272,644) was recorded as additional paid-in capital of the Company. Despite the shareholders’ deficits as of September 30, 2021 and 2022, after the capital injection, we recorded a turnaround from the shareholder deficit position as of September 30, 2022 to a net asset position as of March 31, 2023.

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We plan to apply approximately 70% of the net proceeds from this Offering for increasing operating scale and expanding business in overseas markets including Southeast Asia countries by merger and acquisition and recruiting a new team. As of the date of this prospectus, we have not identified any target companies, and therefore no definitive sale and purchase agreement has been entered into, for potential merger and acquisition.

Summary of key risks

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making a decision to invest in our Ordinary Shares. These risks are discussed more fully in “Risk Factors” beginning on page 21 of this prospectus. These risks include, but are not limited to, the following:

Risks related to our business and industry (for a more detailed discussion, see “Risk Factors — Risks related to our business and industry” beginning on page 21 of this prospectus)

• We have a limited operating history. It will be difficult for you to evaluate our current business performance and future prospects and may increase the risks associated with your investment.

• If our IT solutions contain serious errors, defects, security vulnerabilities or bugs, our business, financial condition and results of operations could be adversely affected.

• If our customers are unable to execute user acceptance test or are unsatisfactory of the results therein, our business, financial condition and results of operations could be adversely affected.

• We have incurred net losses and net liabilities in the past and may not be able to achieve or maintain profitability and net assets in the future.

• We are subject to customer credit risk in collecting accounts receivables.

• We may not enter into services agreements with customers, and we are thereby vulnerable to risks, in relation to potential contractual disputes which may have a material adverse effect on our business, financial condition and results of operation.

• If we fail to obtain the capital necessary to fund our operations and to grow our business, our business performance, financial condition and our ability to continue as a going concern will be adversely affected.

• If we fail to expand the features and capabilities of our solutions or effectively respond to the rapidly evolving IT solutions market and OCR service market in Hong Kong, our business, financial condition, results of operations and growth prospects would be materially and adversely affected.

• Our provision of NFT-related services may be subject to a highly evolving regulatory landscape and any changes to laws or regulations could adversely affect our prospects or operations in this respect.

• Our NFT-related business may subject us to applicable securities laws as the NFT market may evolve and our NFT-related business may expand in the future.

• Failure to attract new customers and/or retain existing customers would adversely affect our business, financial condition and results of operations.

• The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be adversely affected.

• We face risks associated with concentration of revenue from our major customers, as we rely on a limited number of major customers. This dependency on a limited number of customers may have a material adverse effect on our financial condition and results of operations.

• We are exposed to risks related to concentration of suppliers, and it may have a material adverse effect on our business and results of operations.

• We rely on external service providers for certain technical services, and any shortage of, or delay in, the supply of such services may significantly impact our business and results of operations.

• Our business relies on the cloud infrastructure operated by a third-party international cloud operator and other service providers for our business operations, and any disruption of or interference with our use of such services would adversely affect our business, results of operations and financial condition.

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• Our business is subject to system and data security risks, and our existing security measures may be inadequate to address these risks, making our systems susceptible to compromise, which could materially adversely affect our business, results of operations, financial condition and prospects.

• Development and incorporation of our AI technologies to our IT solutions for improving the automation and precision of our AI-OCR services may not be successful.

• Future investments or acquisitions may not be successful.

• Our project completion cycle can be unpredictable and longer than expected, and may lead to increased time and expense that could affect our operating results.

• Our financial performance may vary from period to period due to seasonality.

• Our growth is reliant on our sales and marketing strategies. Failure on effective marketing may harm our ability to increase our customer base and spending on ineffective marketing may adversely affect our financial results.

• If we are unable to develop, maintain, and enhance our brand and reputation in a cost-effective manner, our growth strategies may be hindered and our business may be adversely affected.

• If we are unable to effectively recruit, retain and train qualified software developers, our growth strategies may be hindered and our business may be adversely affected.

• Digital ecosystems, including offerings of digital assets, are evolving and uncertain. Our NFT-related business is subject to unknown risks that may materially adversely affect our development.

• Natural disasters and other catastrophic or force majeure events could materially and adversely affect our business.

• We rely on our CEO and our key management and professional staff. The loss of key team members could affect our operations and our business may be severely disrupted.

• We may be affected by the currency peg system in Hong Kong.

• Should we receive profits from business overseas and/or proceeds from this Offering, fluctuations in currency exchange rate could have a material adverse effect on our results of operations.

• Cybersecurity incidents, security breaches, human error and misconduct, and failure to protect confidential information may harm our reputation and affect our business.

• Violation, infringement or any failure to protect our intellectual property rights could harm our business and competitive position.

• We may be subject to intellectual property disputes, which may result in significant legal cost and may disrupt our business and operations.

• If the domain names licensed to us are not properly maintained or the domain names underlying such licenses are not enforced, our competitive position and business prospects will be harmed.

• We may not be adequately insured against losses and liabilities arising from our operations.

• Any unexpected and prolonged disruption to the access of our business premises may adversely affect our business.

Risks relating to economic conditions (for a more detailed discussion, see “Risk Factors — Risks relating to economic conditions” beginning on page 36 of this prospectus)

• A sustained outbreak of epidemics, such as the COVID-19 pandemic, and the measures taken in response thereto could have a material adverse impact on our business, operating results and financial condition.

• The current trade tension between the U.S. and the PRC may cause global economic turmoil and potentially have a negative impact on our business, financial condition and results of operations.

• The prospects of economic recovery are dim due to the ongoing Russia-Ukraine war which potentially has a negative impact on our business, financial condition and results of operations.

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Risks related to our corporate structure (for a more detailed discussion, see “Risk Factors — Risks related to our corporate structure” beginning on page 38 of this prospectus)

• We rely on dividends and other distributions on equity paid by our Operating Subsidiaries in Hong Kong to fund any cash and financing requirements we may have and any limitation on the ability of our subsidiaries to make payments to us outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash in the future could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

• 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 if the PRC government intervenes or influences our business operations at any time or may exert control over offerings conducted overseas and foreign investment in PRC based issuers, such as approval or other administration requirements of the CSRC, or other PRC governmental authorities in connection with this Offering under any new laws, rules or regulations in the PRC to be enacted, which may become applicable to Hong Kong, and if required, we cannot assure you that we will be able to obtain such approval.

• We are an “emerging growth company” and any decision to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our securities less attractive to investors.

• As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors but nevertheless, we will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

• Following this Offering and the Resale Offering, Ms. Ma Xiaoqiu will continue to own more than a majority of the voting power of our outstanding Ordinary Shares through Hanoverian International Group Limited and Wittelsbach Group Holdings Limited. As a result, Ms. Ma Xiaoqiu has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

• You may have more difficulty in protecting your interests than you would as a shareholder of a U.S. corporation.

• The laws of BVI provide limited protections for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the U.S. if the shareholders are dissatisfied with the conduct of our affairs.

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

Risks related to doing business in the jurisdictions in which our Operating Subsidiaries operate (for a more detailed discussion, see “Risk Factors — Risks related to doing business in the jurisdictions in which our Operating Subsidiaries operate” beginning on page 46 of this prospectus)

• Though our operations are based in Hong Kong, owing to the long arm application of the current PRC laws and regulations, the PRC government may exercise significant 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.

• If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

• The Hong Kong legal system embodies uncertainties which could limit the legal protections available to the Operating Subsidiaries.

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• It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of the PRC, including Hong Kong.

• You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

• The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries.

• The enforcement of laws and rules and regulations in PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, it could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are registering for sale.

• There are some political risks associated with conducting business in Hong Kong.

• We may be subject to the PRC government’s control of foreign currency conversion, and it may limit our foreign exchange transactions, including dividend payments on our Shares in the future.

• A downturn in the economic, political or social conditions in Hong Kong, Mainland China and other countries or changes to government policies of Hong Kong and Mainland China could materially and adversely affect our business and financial condition.

Risks related to our Ordinary Shares and this Offering (for a more detailed discussion, see “Risk Factors — Risks related to our Ordinary Shares and this Offering” beginning on page 52 of this prospectus)

• There has been no public market for our Ordinary Shares prior to this Offering, and if an active trading market does not develop you may not be able to resell our Ordinary Shares at or above the price you paid, or at all.

• The joint statement by the SEC and PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. In the event it is determined that the PCAOB is unable to inspect or investigate completely our Company’s auditor, then such lack of inspection could cause trading in our Ordinary Shares to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities.

• Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of our listed securities.

• The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

• You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.

• Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline.

• If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.

• Our controlling shareholders have substantial influence over and our interests may not be aligned with the interests of our other shareholders.

• The market price for our Ordinary Shares may be volatile, which could result in substantial losses to you.

• Volatility in our Ordinary Shares price may subject us to securities litigation.

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• Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

• The sale or availability for sale of substantial amounts of our Ordinary Shares in the public market could adversely affect the market price of our Ordinary Shares.

• Because the amount, timing, and whether or not we distribute dividends at all are entirely at the discretion of our board of directors, you must rely on price appreciation of our Ordinary Shares for a return on your investment.

• As a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

• If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

• If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our Ordinary Shares may not be listed or may be delisted, which could negatively impact the price of our Ordinary Shares and your ability to sell them.

• Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Shares.

• Because our business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

• We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

• Our existing shareholders that are not included in this registration statement will be able to sell their Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

• There can be no assurance that we will not be deemed a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.

• Although we currently do not have equity incentive plan nor plan to grant any options under any equity incentive plan, any exercise of options granted, or issue of restricted shares, under an equity incentive plan in the future may result in dilution to our shareholders.

• You should read the entire prospectus carefully and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us and the listing.

• We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

Recent regulatory development in the PRC

We are a holding company incorporated in the BVI with all of the operations conducted by our Operating Subsidiaries in Hong Kong. We currently do not have, nor do we currently intend to establish, any subsidiary nor do we plan to enter into any contractual arrangements to establish a VIE structure with any entity in mainland China.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” Accordingly, we believe that the PRC laws and regulations on cybersecurity, M&A and the oversight and control over overseas securities offerings do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future.

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We are aware that, in recent years, 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 structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. This indicated the PRC government’s intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. Since these statements and regulatory actions are relatively 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 our daily business operation, its ability to accept foreign investments, and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.

Cybersecurity review

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China,” or “PRC Personal Information Protection Law,” which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the CSRC together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business and this Offering in the future.

Our Operating Subsidiaries may collect and store data (including certain personal information) from their customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). We do not expect the Measures to have an impact on our business, operations or this Offering, given that (i) our Operating Subsidiaries are incorporated in Hong Kong (ii) we have no subsidiary, VIE structure nor any direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China 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). We believe that our Operating Subsidiaries will not be deemed to be an “Operator” required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries were incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million

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users; (iii) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, neither of our Operating Subsidiaries has been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. Therefore, we do not believe we are covered by the permission requirements from CSRC or CAC.

Data Security Law

The PRC Data Security Law (the “Data Security Law”), which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, it applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China which jeopardize the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this prospectus, we do not have any operation or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Therefore, we do not believe that the Data Security Law is applicable to us.

M&A Rules — CSRC Filing or approval

On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect at the time of this prospectus, we will not be required to submit an application to the CSRC for its approval of this Offering and the listing and trading of our Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant Chinese government agencies, including the CSRC, would reach the same conclusion.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this prospectus, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations requires that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.

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shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.

Since recent statements, laws and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement of unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. It also remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

As of the date of this prospectus, we have no operations in Mainland China. Our Operating Subsidiaries are located, and operate, in Hong Kong, a special administrative region of the PRC. We believe that the PRC government does not exert direct influence and discretion over the manner we conduct our business activities in Hong Kong, outside of Mainland China, as of the date of this prospectus. Hence, we do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on listed overseas using VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.

However, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. In light of PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in PRC can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

Permission required from Hong Kong and PRC authorities

As of the date of this prospectus, apart from business registration certificates, neither our holding company nor our Operating Subsidiaries are required to obtain any permission or approval from Hong Kong authorities to operate our business. We are also not required to obtain permissions or approvals from Hong Kong authorities nor any PRC

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authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CSRC or the CAC, 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) Techlution and NSL were established and operate in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital market activities. Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations. In the event that (i) the PRC government expanded 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 concluded that relevant permissions or approvals were not required or that we did 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 and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Recent developments related to the PCAOB

Our Ordinary Shares may be prohibited from being trading on a national exchange under the HFCA Act if the PCAOB is unable to inspect our auditors for two consecutive years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

We have engaged Audit Alliance LLP as our current auditor. Audit Alliance LLP is an independent registered public accounting firm headquartered in Singapore and registered with the PCAOB. Audit Alliance LLP is subject to the laws in the United States, which enable the PCAOB to conduct regular inspections to assess the firm’s compliance with the relevant professional standards. As of the date of this prospectus, the PCAOB has not yet issued the inspection report for Audit Alliance LLP. Our previous auditor, Marcum Asia CPAs LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in United States and registered with the PCAOB, is also subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards on a regular basis, with the last inspection in 2020. Therefore, we believe that, as of the date of this prospectus, our current and previous auditors are not subject to the PCAOB determinations.

On December 16, 2021, the PCAOB issued a report regarding determinations of being unable to fully inspect and investigate PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong due to positions taken by authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix B Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our current and previous auditors, Audit Alliance LLP and Marcum Asia CPAs LLP, were not mentioned in report nor listed in Appendix A or Appendix B. Therefore, they were not subject to the determination issued by the PCAOB on December 16, 2021.

On February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America COMPETES Act”). If the America COMPETES Act is enacted into law, it would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in PRC and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with.

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On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, such lack of inspection could cause our securities to be delisted from Nasdaq.

For more detailed information, see “Risk Factors — Risks Related to Our Ordinary Shares and This Offering — The joint statement by the SEC and PCAOB, rule changes by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering. In the event it is determined that the PCAOB is unable to inspect or investigate completely our Company’s auditor, then such lack of inspection could cause trading in our Ordinary Shares to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities.”

Implications of being an emerging growth company

As a company with less than US$1.235 billion in gross revenue during our last financial year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, of 2012, as amended, or JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

• being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC;

• are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

• not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

• reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements;

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes) not previously approved;

• are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act; and

• will not be required to conduct an evaluation of our internal control over financial reporting for two years.

We will remain an emerging growth company until the earliest of (a) the last day of the financial year during which we have total annual gross revenues of at least US$1.235 billion; (b) the last day of our financial year following the fifth anniversary of the completion of this Offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) 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 our ordinary shares that are held by non-affiliates is at least 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 have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

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Implications of being a foreign private issuer

We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may 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 or provide current reports on Form 8-K disclosing significant events within four (4) days of their occurrence.

• Exemption from the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act.

• Exemption from the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time.

• Exemption from the selective disclosure rules by issuers of material non-public information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each financial year. As a foreign private issuer, we are not generally required to provide quarterly financial information to the shareholders. However, once listed on Nasdaq, we will be required to file an interim balance sheet and income statement as of the end of our second quarter. These interim financial statements are not required to reconcile to US GAAP, but they must be provided no later than 6 months following the end of our second quarter. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. Furthermore, we can follow our home-country governance practices as long as the differences between those and US practices are disclosed to our investors. 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. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Although we are permitted to follow certain corporate governance rules that conform to BVI requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers.

Implications of being a controlled company

Upon completion of this Offering and the Resale Offering, Ms. Ma Xiaoqiu, will beneficially own 56.45% (assuming no exercise of the over-allotment option) of the aggregate voting power of our outstanding Ordinary Shares through Wittelsbach Group Holdings Limited and Hanoverian International Group Limited, companies wholly owned by Ms. Ma Xiaoqiu. As a result, Ms. Ma Xiaoqiu will have the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.

Under the Nasdaq Listing Rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our director nominees must be selected or recommended solely by independent directors; and

• the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

For a detailed description of the risks of being a controlled company, see “Risk Factors — Risks related to our corporate structure — Following this and the Resale Offering, Ms. Ma Xiaoqiu, will continue to own more than a majority of the voting power of our outstanding Ordinary Shares through Wittelsbach Group Holdings Limited and Hanoverian International Group Limited. As a result, Ms. Ma Xiaoqiu has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

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Corporate information

Our principal executive office is located at Unit B, 12/F, 52 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Our registered office in the BVI is located at the office of CCS Trustees Limited, Mandar House, 3/F, Johnson’s Ghut, Tortola, British Virgin Islands.

Our agent for service of process in the United States is Cogency Global Inc. Our website is located at https://techlution.io/. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

Impact of COVID-19

The COVID-19 pandemic has spread throughout the world and has resulted in the implementation of tough governmental measures, including lockdowns, closures, quarantines, and travel bans or restrictions, temporary closure of businesses, intended to control the spread of the virus by different countries. More broadly, the prevalence of COVID-19 and its variants has adversely impacted economic activities and conditions worldwide which led to a significant volatility and disruption to financial markets.

This prevalence of COVID-19 has caused companies like us to implement temporary adjustments to work schedules and travel plans, mandating employees to work from home and collaborate remotely. As a result, we may have experienced lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Moreover, our business operations depend on the work and continued services of our employees. If any of our employees has contracted or is suspected of having contracted COVID-19, these employees will be required to be quarantined and the disease could be passed to other employees, potentially resulting in severe disruption to our business. To improve productivity and communication, we have introduced a video conferencing system to our workspace where employees are required to be online during office hours. Our senior management may invite employees into a virtual meeting room for discussions and follow up on the employees’ work progress, while our employees may schedule a meeting with senior management to seek advice. With this method, we can ensure that our employees are fully engaged during office hours, and our senior management can delegate and manage business operations efficiently and remotely.

The pandemic has also prevented our customers from performing user acceptance test and providing feedbacks on the IT solutions developed by us at their workplace, which impeded the completion of our projects. Since the final invoice for the last 20% of our service fee will only be issued upon the acceptance of user acceptance tests, our customer’s inability to perform such test may delay the completion of projects, hence adversely affecting our business operations and cash flow. To mitigate these circumstances, we decided to take on more projects. While our projects are most labor intensive at the beginning, the amount of labor required for our IT solutions are relatively small once a project has reached its final stages where we could issue the user acceptance test to our customer. Since we receive half of our service fee upon commencement of our projects, we believe that pulling our resources to focus on newly commenced projects may serve as a temporary measure to secure the said portion of fees and maintain a stable cash flow. Although some of our customers could not accept the user acceptance test during the pandemic, it was a temporary issue due to the lockdown measures imposed by the Hong Kong government. Since the Hong Kong government has lifted the mask mandate arrangement and all social distancing measures with effective from March 1, 2023, we believe that the business operations of our customers would return to normal.

Our results of operations have been severely affected by the COVID-19 outbreak. Travel restrictions in Hong Kong caused cancellations and prevented management from attending business promotions, exhibition activities, and meeting existing and prospective customers. It limited our opportunities to promote our business and affected our plans in expanding our customer base, which may have delayed our growth plans. Meanwhile, our business was adversely affected as new or existing customers may not be able to travel to Hong Kong. Notwithstanding the above, following Mainland China’s modification of its zero-COVID policy commencing in the fourth quarter of 2022 and the relaxation or abolition of certain governmental measures, most corporations in Mainland China and Hong Kong have started to resume their normal operation. More importantly, the China-Hong Kong border has fully reopened in February 2023. With relaxed COVID-19 related measures, we believe that our potential customers will resume their normal business and may opt to explore IT related services to optimize their business performances.

Nevertheless, the extent to which the COVID-19 pandemic impacts our results of operations in 2023 will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, or the appearance of new or more severe strains of the virus, which are highly uncertain and unpredictable.

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The Offering

Securities being offered:		1,750,000 Ordinary Shares.
Securities being offered by the Selling Shareholders:		2,000,000 Ordinary Shares
Initial public offering price:		The initial public offering price is US$4.00 per Ordinary Share.
Number of Ordinary Shares outstanding after capitalization but before this Offering:		13,250,000 Ordinary Shares.
Number of Ordinary Shares outstanding after this Offering:		15,000,000 Ordinary Shares, assuming no exercise of the over-allotment option. 15,262,500 Ordinary Shares, assuming full exercise of the over-allotment option.
Over-allotment option:		We have granted the underwriter the right to purchase up to 15% additional Ordinary Shares from us at the public offering price less the underwriting discounts within 45 days from the date of this prospectus to cover over-allotments.
Use of proceeds:		Based upon the initial public offering price of US$4.00 per Ordinary Share, we estimate that we will receive net proceeds from this Offering, after deducting the estimated underwriting discounts, non-accountable expense allowance out-of-pocket expenses and the background search fees of the underwriter, of approximately US$6.2 million if the underwriters do not exercise their over-allotment option, and US$7.2 million if the underwriters exercise their over-allotment option in full, after deducting the underwriting discounts, non-accountable expense allowance out-of-pocket expenses and the background search fees of the underwriter.
		We plan to use the net proceeds of this Offering as follows:
		• Approximately 70% for increasing operating scale and expanding business in overseas markets including Southeast Asia countries by merger and acquisition and recruiting a new team; • Approximately 20% for enhancing research efforts on the AI-OCR technologies; and • The balance, approximately 10%, to fund working capital and for other general corporate purposes.
		As of the date of this prospectus, we have not identified any target companies, and therefore no definitive sale and purchase agreement has been entered into, for potential merger and acquisition. We will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholders. For more information on the use of proceeds, see “Use of Proceeds” on page 73.
Lock-up:		We, our directors and executive officers, and holders of 5% or more of the Company’s Ordinary Shares on a fully diluted basis, except for the Selling Shareholders with respect to their Ordinary Shares sold in this Offering only, immediately prior to the consummation of this Offering have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any Ordinary Shares or similar securities for a period of 180 days from the date of this prospectus, without the prior written consent of the representative. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

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Listing:		Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market.
Nasdaq symbol:		“ATGL”
Risk factors:		Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 21.
Transfer Agent:		Transhare Corporation

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the underwriters’ over-allotment option and is based on 13,250,000 Ordinary Shares outstanding upon capitalization.

Summary combined financial data

The following selected combined statements of income for the two fiscal years ended September 30, 2021 and 2022 and the six months ended March 31, 2022 and 2023, as well as selected combined balance sheets data as of September 30, 2021 and 2022 and as of March 31, 2023 have been derived from our combined financial statements included elsewhere in this prospectus.

Our combined financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary combined financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements included elsewhere in this prospectus.

Combined statements of income data

	Predecessor						Predecessor				Successor
	Years ended September 30,						For the six months ended March 31, 2022		From 01.10.2022 to 11.10.2022		From 12.10.2022 to 31.03.2023		For the six months ended March 31, 2023
	2021		2022		2022		For the six months ended March 31, 2022		From 01.10.2022 to 11.10.2022		From 12.10.2022 to 31.03.2023		For the six months ended March 31, 2023
	HK$		HK$		US$		HK$		HK$		HK$		US$
							(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues	4,055,406		4,421,208		563,226		2,402,225		—		5,542,606		706,073
Cost of revenue	(2,598,293	)	(3,419,035	)	(435,557	)	(1,731,293	)	—		(3,552,466	)	(452,549	)
Gross profit	1,457,113		1,002,173		127,669		670,932		—		1,990,140		253,524
Operating expenses:
Listing expenses	—		—		—		—		—		(2,373,596	)	(302,373	)
Selling, general and administrative expenses	(2,382,351	)	(3,716,233	)	(473,418	)	(1,612,053	)	(173,188	)	(1,812,642	)	(252,975	)
Total operating expenses	(2,382,351	)	(3,716,233	)	(473,418	)	(1,612,053	)	(173,188	)	(4,186,238	)	(555,348	)
Loss from operations	(925,238	)	(2,714,060	)	(345,749	)	(941,121	)	(173,188	)	(2,196,098	)	(301,824	)
Other (loss)/income:
Other income, net	16,500		210,450		26,810		59,252		16,801		68,205		10,829
Interest expense, net	(47,743	)	(86,621	)	(11,035	)	(45,247	)	—		(37,535	)	(4,782	)
Total (loss)/other income	(31,243	)	123,829		15,775		14,005		16,801		30,670		6,047
Loss before tax expense	(956,481	)	(2,590,231	)	(329,974	)	(927,116	)	(156,387	)	(2,165,428	)	(295,777	)
Income tax expense	(24,554	)	(73,323	)	(9,341	)	(28,360	)	—		(75,800	)	(9,657	)
Net loss	(981,035	)	(2,663,554	)	(339,315	)	(955,476	)	(156,387	)	(2,241,228	)	(305,434	)
Other comprehensive income:
Foreign currency translation gain/(loss), net of taxes	—		—		—		—		—		—		—
Total comprehensive loss	(981,035	)	(2,663,554	)	(339,315	)	(955,476	)	(156,387	)	(2,241,228	)	(305,434	)

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Combined balance sheets data

	Predecessor						Successor
	As of September 30,						As of March 31,
	2021		2022		2022		2023	2023
	HK$		HK$		US$		HK$	US$
							(unaudited)	(unaudited)
Current assets	4,033,213		6,107,874		778,093		13,083,920	1,666,762
Non-current assets	711,620		448,847		57,179		31,027,290	3,952,572
Total assets	4,744,833		6,556,721		835,272		44,111,210	5,619,334
Current liabilities	3,782,658		9,050,884		1,153,009		18,758,874	2,389,695
Non-current liabilities	2,522,210		1,729,426		220,315		1,385,708	176,526
Total liabilities	6,304,868		10,780,310		1,373,324		20,144,582	2,566,221
Total shareholders’ (deficit) equity	(1,560,035	)	(4,223,589	)	(538,052	)	23,966,628	3,053,113

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RISK FACTORS

Investing in our Ordinary Shares involves a high degree of risk. You should carefully consider the risks described below, together with all other information in this prospectus, before deciding to invest in our Ordinary Shares. Additional risks and uncertainties that we are unaware of or that we currently believe are immaterial may also become important factors that adversely affect our business. 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 Ordinary Shares could decline, and you may lose all or part of your investment. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks related to our business and industry

We have a limited operating history. It will be difficult for you to evaluate our current business performance and future prospects and may increase the risks associated with your investment.

We have a limited operating history for an investor to evaluate our business performance, operating results and prospects. Our Operating Subsidiaries, Techlution and NSL, began operations in 2017 and 2019, respectively. While the Company has recently acquired Techlution and NSL in October 2022, Mr. Leung Tsz Him, the director and founder of Techlution, has remained with the Company and is currently serving as the CEO of the Company and director of the Operating Subsidiaries. He is responsible for overseeing our business operations. Our limited historical financial data may not serve as an adequate basis for accurate prediction of our ability to operate in a rapidly evolving market and achieve our expansion plans. We plan to apply approximately 70% of the net proceeds from this Offering for increasing operating scale and expanding business in overseas markets including Southeast Asia countries by merger and acquisition and recruiting a new team. As of the date of this prospectus, we have not identified any target companies, and therefore no definitive sale and purchase agreement has been entered into, for potential merger and acquisition. Our limited operating history may make it difficult for you to evaluate the risks and uncertainties associated with our operations. As a company with a limited operating history, our ability to forecast our future results or operations is limited and is subject to a number of risks and uncertainties, including our ability to plan for our future growth. You should consider our prospects and future profitability in light of the risks, uncertainties, and difficulties encountered by any new company. Such risks and uncertainties may affect our ability to develop and maintain our range of services for our customers and business partners and to compete with our competitors.

Our revenue increased by HK$365,802 (approximately US$46,600) or 9.02%, from HK$4,055,406 for the year ended September 30, 2021 to HK$4,421,208 (approximately US$563,226) for the year ended September 30, 2022. Our revenue increased by HK$3,140,381 (approximately US$400,054) or 130.73%, from HK$2,402,225 for the six months ended March 31, 2022 to HK$5,542,606 (approximately US$706,073) for the six months ended March 31, 2023. However, our historical results of operations and financial performance may not be indicative of our future performance. We cannot assure you that we can maintain the same revenue growth rate in the future, and neither can we guarantee that our business expansion will be as successful as expected or that we can achieve profitability in the future.

Owing to our limited operating history, our business model has not been fully proven. If our assumptions about the risks and uncertainties that underlie our business planning are incorrect or changed as a result of market fluctuations, our operation and financial results could differ materially from our expectations and our business performance could be affected. We cannot assure you that we have fully addressed the risks and uncertainties that we may face in the future, and if we fail to do so, our business, financial condition, and results of operations could be adversely affected.

If our IT solutions contain serious errors, defects, security vulnerabilities or bugs, our business, financial condition and results of operations could be adversely affected.

Our reputation and capability to attract and retain customers, to a large extent, depend on the reliability of our IT solutions and applications. Our customers have high expectations towards the quality and performance of our solutions in relation to the content, features, services, sensibility, etc., thereof. Though we constantly perform tests on our IT solutions, we may not be able to completely eliminate the possibility of errors, defects, security vulnerabilities, or bugs resulting from internal and/or third-party mistakes that are difficult to detect and correct, such as connectivity

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failure, natural disasters, and cyber-attacks that are beyond our control. Our IT solutions may not be perfectly and adequately designed and we may not be able to eliminate the risk of poor performance. There may be defects in the functionality of our IT solutions and applications, and any errors, failure or bugs may result in:

• early termination of our contracts with customers;

• loss of recurring customers;

• negative influence on our reputation;

• weakening of our competitive position;

• claims by customers for their sustained losses;

• impairment of our ability to attract new customers; and

• increased operation costs such as research and development expenses.

If our Operating Subsidiaries’ customers are unable to execute user acceptance test or are unsatisfactory of the results therein, our business, financial condition and results of operations could be adversely affected.

Once our Operating Subsidiaries’ customers have accepted the results of the user acceptance tests, their service is deemed to be completed and the invoice for final payment is then issued to their customers. During the execution of the user acceptance test, Operating Subsidiaries’ customers will test our project deliverables to determine whether the project deliverables can handle the required tasks and execute functions in accordance with the specifications. Our Operating Subsidiaries normally run our project deliverables through user acceptance tests or a software auditing program before presenting the same to their customers. Nonetheless, there is no assurance that all the bugs, errors or flaws in our Operating Subsidiaries’ solutions, if any, have been detected and corrected. Should our Operating Subsidiaries’ customers find their solutions unsatisfactory, our Operating Subsidiaries may have to amend their project deliverables and the user acceptance test may need to be performed multiple times until the project deliverables are acceptable to our customers. During the years ended September 30, 2021 and 2022, as well as the six months ended March 31, 2023, our Operating Subsidiaries have recorded an average number of 4.6, 2.4 and 3.0 user acceptance tests performed per project, respectively. During the same period, the total number of user acceptance tests performed was 32, 29 and 12, respectively, and the total number of failed user acceptance tests performed was 25, 17 and 8, respectively, resulted in failures. The failure rate of user acceptance tests performed by customers during the aforementioned periods was 78%, 59% and 67%, respectively. Despite some failures, all project deliverables eventually passed the test with a 100% success rate after multiple attempts. If our Operating Subsidiaries are unable to resolve all problems that arise from the project deliverables or if our customers are unable to execute a user acceptance test due to customers’ internal difficulties, the occurrence of natural disasters and other catastrophic or force majeure events, such as health epidemics, cyberattack, power loss, telecommunications failure, political unrest, terrorist attacks, war, riots, and other geo-political unrest, the completion of our Operating Subsidiaries’ project may be postponed indefinitely. Our Operating Subsidiaries may, as a result, not be able to receive the final payment and their project efforts may be in vain. Any interruptions, delays, or failures resulting from our Operating Subsidiaries’ inadequacies, unperceived events or actions beyond their control could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have incurred net losses and net liabilities in the past and may not be able to achieve or maintain profitability and net assets in the future.

We had net losses of HK$981,035, HK$2,663,554 (approximately US$339,315) and HK$2,397,615 (approximately US$305,434) for the years ended September 30, 2021 and 2022 and the six months ended March 31, 2023, respectively. Our net loss for the year ended September 30, 2022 was primarily due to that (i) the increase in our staff costs and director’s remuneration of our Operating Subsidiaries, management fee and consultancy fee; and (ii) no revenue recognition for some of our projects as a result of the status of receiving the confirmation and acceptance of use acceptance during the year ended September 30, 2022. For the years ended September 30, 2021 and 2022, our total staff costs (including those recognized in cost of revenue and operating expenses) and director’s remuneration of our Operating Subsidiaries accounted for 46.51% and 33.96% of our total cost of revenue and operating costs for the same year, respectively. For the two years ended September 30, 2021 and 2022, our management fee and consultancy fee accounted for 39.57% and 47.74% of our total cost of revenue and operating expenses for the same year, respectively. The increase in consultancy fee for the year ended September 30, 2022 was mainly due to the increase in consultancy

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fee charged by our suppliers for cloud architecture services resulting from the increase in demand for the development of our customized projects. Our net loss for the six months ended March 31, 2023 was primarily due to the increase in (i) our staff costs and director’s remuneration of our Operating Subsidiaries and our Company; and (ii) consultancy fee charged by our suppliers for cloud architecture services. For the six months ended March 31, 2023, our total staff costs (including those recognized in cost of revenue and operating expenses) and director’s remuneration of our Operating Subsidiaries accounted for 46.39%, of our total cost of revenue and operating costs. For the six months ended March 31, 2023, our management fee and consultancy fee accounted for 39.68%, of our total cost of revenue and operating expenses.

We expect that our selling, general and administrative expenses will continue to increase as we have hired additional local employees, and will continue to increase due to our increasing expenses in the development and expansion of our services, which may be more costly than we expect. Our revenue may not increase sufficiently to offset these expenses and may not generate optimal short-term financial results. As such, we may incur further operating losses in the short term and we cannot assure you that we will eventually achieve the intended long-term benefits or profitability. These factors, among others set out in this “Risk Factors” section, may negatively affect our ability to achieve profitability in the near term, if at all.

Net liabilities (or shareholder’s deficit) position can expose us to the risk of shortfalls in liquidity. The increase in shareholder’s deficit from HK$1,560,035 as of September 30, 2021 to HK$4,223,589 (approximately US$538,052) as of September 30, 2022 was primarily attributable to the increase in deferred revenue since our certain projects were not completed and the revenue of these projects was not recognized, resulting in the increase in the liabilities and net losses. Despite having incurred net liabilities as of September 30, 2021 and 2022, after capital injection, we recorded a turnaround from a shareholder deficit position as of September 30, 2022 to a net asset position as of March 31, 2023. This, in turn, would require us to undertake additional equity financing, which could dilute your equity interests, or require us to seek debt financing, which may not be available on terms favorable or commercially reasonable to us or at all. Any difficulty or failure to meet our liquidity needs as and when needed can have a material adverse effect on our prospects.

We are subject to customer credit risk in collecting accounts receivables.

We generate net accounts receivable from our IT solution services. We generally issue an invoice to our customers of our IT solution services after achieving a milestone specified under our mandate or completing the transaction. As of September 30, 2021, and 2022, our net accounts receivable balance was HK$387,000 and HK$4,500 (approximately US$573), respectively. As of March 31, 2023, our net accounts receivable was HK$160,000 (approximately US$20,382). For the years ended September 30, 2021 and 2022 and the six months ended March 31, 2023, bad debt provision was nil, HK$313,362 (approximately US$39,920) and nil, respectively. The bad debt provision for the year ended September 30, 2022, arose from a 2022 Major Customer (as defined below). As the credit risk for this specific customer increased, we considered that such receivables will not be settled and made the bad debt provision accordingly. There is no assurance that all such amounts due to us will be settled on time or at all. Accordingly, we face credit risk in collecting the accounts receivable due from customers. Our liquidity and profitability will be adversely affected if significant amounts due from us are not settled on time or at all. The bankruptcy or deterioration of the credit condition of any major customers could also materially and adversely affect our business, financial condition and results of operations.

We may not enter into services agreements with customers, and we are thereby vulnerable to risks, in relation to potential contractual disputes which may have a material adverse effect on our business, financial condition and results of operation.

At times, our customers may require services that can be completed in a short timeframe or charged on a monthly basis. Such services generally generate a relatively low service income and involve minimal labor forces and costs of service. Due to the time and cost involved in preparing and negotiating services agreements for these types of services, we may not always enter into written services agreements with customers for the provision of these services.

We maintain communication records and invoices as contractual evidence. Nevertheless, the absence of written services agreements may lead to disputes over agreed terms such as scope of work, completion time, payment terms, etc. If a conflict arises, we may encounter difficulties in enforcing oral agreements entered into between us and our customers. Any dispute or commencement of legal proceedings over the agreed terms would divert our resources and

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efforts from our business operations, which may adversely affect our financial condition and results of operations. We cannot assure you that we will be able to collect the entirety of the payment from the customer even if we succeeded in such claims or reached any settlements.

If we fail to obtain the capital necessary to fund our operations and to grow our business, our business performance, financial condition and our ability to continue as a going concern will be adversely affected.

Our cash as of September 30, 2022 were HK$2,801,810 (approximately US$356,928). On January 26, 2023, our shareholders conducted a capital injection on a pro-rata basis in the aggregate amount of HK$10,000,000 (approximately US$1,273,918) to fund our working capitals. The entire subscription amount was duly received by our Company on January 26, 2023. Our cash as of March 31, 2023 increased to HK$11,388,448 (approximately US$1,450,776). We believe our cash and capital injections from our shareholders will be sufficient to fund our operating expenses and capital requirements at least for the next twelve months. However, the actual amount of funds that we will need and the timing of any future capital injunctions will be determined by many factors, some of which are beyond our control.

We may need to raise additional funds in the future to support our business expansion and continued development and research. We may need to sell equity or debt securities to raise additional funds, which, however, may be difficult for us. The sale of additional securities will also likely dilute our existing shareholders. Additional financing may not be available in amounts or on terms satisfactory to us or at all. We may be unable to raise additional funds due to various factors, including our financial condition and the general condition of the financial markets. If we fail to raise additional funds, our expansion plans may be ceased or delayed whereby our business may not grow at the rate we expect and as a result, investors’ perceptions of our business and our prospects may be adversely affected.

We cannot assure you that we will achieve or maintain profitability.

We had a net loss of HK$981,035, HK$2,663,554 (approximately US$339,315) and HK$2,397,615 (approximately US$305,434) for the years ended September 30, 2021 and 2022 and the six months ended March 31, 2023, respectively, and had an accumulated deficit of HK$1,580,035 and HK$4,243,589 (approximately US$540,598) and HK$2,397,615 (approximately US$305,434) for the years ended September 30, 2021 and 2022 and March 31, 2023, respectively. We will need to raise additional working capital to continue our normal and planned operations. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. In addition, as a public company, we will incur accounting, legal and other expenses. These expenditures will make it necessary for us to continue to raise additional working capital. Our efforts to grow our business may be costlier than we expect, and we may not be able to generate sufficient revenue to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, substantial doubt exists about our ability to continue as a going concern and we cannot assure you that we will achieve sustainable operating profits as we continue to expand our business, and otherwise implement our growth initiatives.

The financial statements included with the registration statement of which this prospectus is a part have been prepared on a going concern basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and pay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. We plan to continue to provide for our capital needs through sales of our securities and/or related party advances. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

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If we fail to expand the features and capabilities of our solutions or effectively respond to the rapidly evolving IT solutions market and OCR service market in Hong Kong, our business, financial condition, results of operations and growth prospects would be materially and adversely affected.

The growth of our business is mainly dependent on our ability to adjust, enhance and integrate our IT solutions with a variety of software platforms, hardware, network, data room, cloud and other technologies. We need to continuously modify and enhance our services to adapt to changes and innovation in these technologies. Inability to modify our solutions or services to adapt to changes will hinder our ability to deliver services to our customers.

As a cloud-based IT solution service provider, we expand our business by expanding the features and capabilities of our IT solutions that leverage cutting-edge technologies, such as artificial intelligence (“AI”), big data and cloud with a view to help our customers achieve digitalization of their operations. We also face the challenge of the rapidly evolving technologies, changing industry standards, continued launch of new services by other market players and increasingly diversified customer needs and preferences.

However, the process of research and development is complex and may require significant time and spending. We are unable to provide an accurate projection on the financial impact that new technologies may bring. If we invest in research and development that does not achieve significant commercial success, we may not be able to recover both our initial development cost and opportunity cost (i.e. reallocation of human and financial resources which could have brought other sources of income and opportunities). The failure to efficiently develop cloud-based solutions that are satisfactory to customers’ needs may result in financial loss and may further lead to a loss of potential and existing customers.

Our financial performance may deteriorate for reasons, some of which are beyond our control, such as increase in market players, reduction in market size, shift in customer preference and change in government policy or local economic condition etc. Certain sectors of our business, i.e. provision of NFT-related services, are relatively new and may not grow as quickly in the foreseeable future.

We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

• expand our customer base, attract new customers and retain existing customers;

• achieve widespread acceptance and use of our IT solutions to address evolving needs of our customers;

• provide effective and timely customer support;

• adapt and respond to rapidly evolving technologies, changing industry standard and new services launched by other market players;

• enhance our technology infrastructure and maintain the security and reliability of our IT solutions and ensure privacy of the data we obtained through and utilized across our IT solutions;

• price our IT solutions effectively;

• comply with existing and new applicable laws and regulations and respond to changes in the regulatory regime and environment;

• maintain and enhance our relationship with major stakeholders such as our cloud-service providers and other suppliers;

• improve our operational efficiency;

• capitalize growth opportunities;

• attract, retain and motivate talented employees to support our business growth;

• expand our business to other overseas markets, such as the Southeast Asian market;

• timely respond to damage to third-party cloud infrastructure, related equipment and surrounding properties caused by earthquakes, hurricanes, tornadoes, floods, fires and other natural disasters, explosions and acts of terrorism; and

• compete with other market players and new market entrants, some of which may have substantially greater resources than us.

If we are unable to effectively address these risks, our prospects, business, financial condition and results of operations could be materially and adversely affected.

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Our provision of NFT-related services may be subject to a highly evolving regulatory landscape and any changes to laws or regulations could adversely affect our prospects or operations in this respect.

We started providing NFT-related services to our customers since 2022. As of the date of this prospectus we have not provided any other NFT-related ancillary services aside from creating NFT artwork, NFT marketplace and developing NFT-related games for our customers. Additionally, we do not own nor have we traded any NFT deliverables of our projects, developed or owned any blockchain technologies or have any plans on providing other NFT-related ancillary services in the future. Notwithstanding the foregoing, the changes in regulatory environment in this respect will affect our business and may limit the scope of work that we are allowed to perform for our customers. We may also be forced to alter our operation which may require a significant amount of time and cost for research and development.

The Financial Services and the Treasury Bureau of the Hong Kong government recently published the Policy Statement on Development of Virtual Assets in Hong Kong, which set out its policy stance and approach towards developing a vibrant sector and ecosystem for virtual assets (“VA”) in Hong Kong. Regarding regulations, a new licensing regime for virtual asset service providers has come into effect on March 1, 2023 under amendments to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (the “AMLO”). The legislative amendments aimed at implementing the Financial Action Task Force requirements whereby virtual asset service providers are subject to the same anti-money laundering and counter-terrorist financing obligations as financial institutions and are subject to the same statutory licensing or registration regime. Moreover, the Hong Kong government and the regulators are exploring a number of pilot projects to test the technological benefits brought by VA and their further applications in the financial markets. These projects include NFT issuance for Hong Kong Fintech Week 2022, Green bond tokenization, and e-HKD. Notwithstanding the recent implementation of a licensing regime for VA service providers, there is no indication whether or not NFT-related service providers are governed by such licensing regime. The relevant law and regulations related to VA service providers are evolving, and their interpretation and implementation involve significant uncertainties. To the extent any relevant laws and regulations in relation to NFT become applicable to our Operating Subsidiaries in Hong Kong, we may be subject to the risks and uncertainties with respect to the enforcement of laws. According to the F&S Report, though proponents of NFTs claim that NFTs provide a public certificate of authenticity or proof of ownership, the legal rights conveyed by an NFT can be uncertain. The ownership of an NFT has no inherent legal meaning, and does not necessarily grant copyright, intellectual property rights, or other legal rights over its associated digital file. An NFT does not restrict the sharing or copying of its associated digital file and does not prevent the creation of NFTs that reference identical files.

Given the highly evolving industry that we are in, if these legal and regulatory policies are brought to effect, these laws, rules and regulations are still subject to constant variations and may be modified and applied within a short period of time. If we fail to comply with these laws, rules and regulations, we could be subject to significant fines and other regulatory consequences, which would adversely affect our business. We may face adverse impacts to our ability to continue operating our business and to pursue our future strategies, which would have a material adverse effect on our business, prospects or operations.

Our NFT-related business may subject us to applicable securities laws as the NFT market may evolve and our NFT-related business may expand in the future.

We acknowledge the potential risks associated with operating an NFT marketplace, including the risk of engaging in or facilitating transactions in unregistered securities. However, as of the date of this prospectus, we and our Operating Subsidiaries do not own any NFTs or operate any NFT marketplaces and do not plan to do so in the foreseeable future. Therefore, at this time, we have not deemed it necessary to develop policies and procedures to mitigate the risks associated with engaging in or facilitating transactions in unregistered securities.

However, we recognize that situations may change as the NFT market evolves, and our business may expand in the future. To ensure compliance with applicable securities laws and regulations, we will closely monitor the regulatory landscape and commit to timely establish policies and procedures to mitigate any risks associated with operating an NFT marketplace or offering NFTs when needed. In the event that any NFT or other digital asset our Operating Subsidiaries offer or sell in the future may be deemed a security, we will implement measures to register or seek exemption for it in compliance with applicable securities laws. We will also ensure that appropriate disclosures are made to investors so that they can make informed investment decisions, and we will take steps to ensure that such disclosures are complete and not materially misleading.

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Failure to attract new customers and/or retain existing customers would adversely affect our business, financial condition and results of operations.

We do not sign long-term agreements with our customers and we are often not our customer’s exclusive cloud-based IT solution service providers. Our customers generally engage us for one-off set up of their desired projects or, depending on the nature of the projects, engage us for provision of maintenance services on a yearly basis. We believe that our ability to attract new customers or retain our existing customers on terms favorable to us is crucial for us to increase our revenue. As a strategy to reach out to more customers, we rely on our business relationships with and recommendations from our existing customers to which some of them are market leaders in their industries. However, we cannot assure you that our existing customers would recommend our services to their peers who may be their competitors. If this strategy turns out to be less effective than we expect, we may not be able to maintain our existing level of revenue or profitability. On the other hand, if our competitors introduce lower-cost and/or differentiated solutions or services that are perceived to compete favorably with ours, our ability to attract new customers and renew or upsell existing customers based on pricing, technology and functionality could be impaired. As a result, we may be unable to renew our agreements with existing customers, attract new customers or develop new business from existing customers, in particular, if we lose any of our key customers or if our customers reduce their purchase of our solutions, our business, financial condition, and results of operations would be adversely affected.

In addition, certain factors beyond our control may also adversely affect our ability to retain customers. For instance, any group restructuring or changes in economic conditions of our customers and/or factors affecting our customers’ industries such as market conditions, development in regulatory requirements and release of new government policies whereby our customers may as a result cancel or reduce their subscription for our IT solutions or services. As a result, our business, financial condition, and results of operations would be adversely affected.

The market in which we participate is highly competitive, and if we do not compete effectively, our operating results could be adversely affected.

The market for cloud-based IT solution service providers in Hong Kong is rapidly evolving and competitive. We face competition in various aspects of our business, including, among others, the comprehensiveness and adaptability of our IT solutions, ability to continuously innovate services and solutions, and expertise in developing industry specific solutions. In addition to other cloud-based customer IT solution service providers, we also compete with large technology companies that offer on-premise data system. Some of our competitors can devote significantly more resources than us in relation to the development, promotion and sales of their services and many have the ability to initiate or withstand substantial price competition. Some of our competitors may have longer operating history, established strong brand recognition, more established relationship with technology partners and customers, robust technological capabilities and significant financial resources which enable them to offer comparable technology solutions or own similar business scale to us at a lower price. Current or potential competitors of similar size of us may also be acquired by international or large-scale technology companies with significantly greater resources and therefore gain competitive advantages. In order to attract more customers, new entrants into the industry may offer competitive pricing that we cannot keep up with. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their service offerings or resources and ability to compete. With the introduction of new technologies and entry of new market participants, we expect competition to continue to intensify in the future. There is no guarantee that we will be able to sustain our competitive advantage or to effectively implement our business strategies. If our competitors are successful in bringing their solutions or services to the market earlier than us, or if their solutions or services are less expensive or more technologically capable than ours coupled with pricing pressure and increased competition, our business, operation and financial performance could be adversely affected.

Furthermore, since there are essentially no geographical limits for technology related services, our potential customers are not limited to the option of engaging local companies like us. We therefore face competition from both global and local market players.

Intensifying competition may also result in certain developments in our industry, such as downward competitive pressure on the service fees we charge, expansion by existing competitors, adoption by our competitors of innovative technology solutions or comparatively effective branding efforts, any of which may have a material adverse impact on

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our financial condition, results of operations and growth prospects. Increased investments made and lower prices or innovative services offered by our competitors may require us to divert significant managerial, financial and human resources in order to remain competitive, and ultimately may place a greater pressure on us to maintain our market share and negatively impact the revenues growth and profitability of our business.

As we intend to expand our operation to overseas markets, we may face competition from a larger number of prestigious companies with greater brand recognition, better developed systems, wider market acceptance and larger existing customer base.

If we are not able to compete effectively, the number of our customers may decrease and our market share and profitability may be negatively affected, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation.

We face risks associated with concentration of revenue from our major customers, as we rely on a limited number of major customers in our business. This dependency on a limited number of customers may have a material adverse effect on our financial condition and results of operations.

We currently generate a substantial portion of our total revenue from contracts with a limited number of customers. For the year ended September 30, 2021, Customer B, Customer A and Customer D accounted for 26.94%, 23.79% and 21.04% of the Company’s total revenue, respectively. For the year ended September 30, 2022, Customer B, Customer D and Customer A accounted for 33.17%, 30.72%, 25.02% of the Company’s total revenue, respectively. For the six months ended March 31, 2023, Customer A, Customer B and Customer C accounted for 41.15%, 27.84% and 25.44% of the Company’s total revenue, respectively. For the six months ended March 31, 2022, Customer D, Company B and Customer A accounted for 25.29%, 23.78% and 18.64% of the Company’s total revenue, respectively. We cannot guarantee that the volume of revenue from these major customers will remain consistent in the future. If these customers discontinue their businesses or experience financial difficulty, terminate their business relationship with us, or if we are unable to negotiate favorable or comparable terms or maintain business relationships with these customers due to competition, regulatory changes, industry factors, or other reasons, it could have a material adverse effect on our business, financial condition, cash flows and results of operations.

We are exposed to risks related to concentration of suppliers as we rely on few major suppliers, and it may have a material adverse effect on our business and results of operations.

We engage suppliers including cloud architects and service providers to provide the necessary support to our business operations. For the year ended September 30, 2021, two suppliers accounted for 38.50% and 17.09% of our total cost of revenue, respectively. For the year ended September 30, 2022, three suppliers accounted for 25.48%, 24.54% and 11.70% of our total cost of revenue, respectively. For the six months ended March 31, 2023, two suppliers accounted for 20.91% and 12.25% of our total cost of revenue, respectively We are thereby exposed to risks related to the concentration of suppliers. For the six months ended March 31, 2022, three suppliers accounted for 34.37%, 11.55% and 11.24% of our total cost of revenue, respectively.

Due to the concentration of suppliers, any interruption of the operations of our suppliers, any failure of our suppliers to accommodate our growing business scale, any termination or suspension of our supply arrangements, any change in cooperation terms, or the deterioration of cooperative relationships with these suppliers may materially and adversely affect our results of operations. We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms or on a timely basis.

For the years ended September 30, 2021 and 2022 and the six months ended March 31, 2022 and 2023, Simplus IO Limited was our one of major suppliers, accounting for HK$1,000,392, HK$839,000 (approximately US$106,882), HK$595,000 and HK$435,000 (approximately US$55,415), representing 38.50%, 25.48%, 34.37% and 12.25% of our total cost of revenue, respectively. For the year ended September 30, 2022 and the six months ended March 31, 2022 and 2023, ProAlgories Limited was one of our major suppliers, accounting for HK$400,000 (approximately US$50,957), HK$200,000 and HK$110,000 (approximately US$14,013), representing 11.70%, 11.55% and 3.10% of our total cost of revenue, respectively. See “Related Party Transactions” for more information.

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We rely on external service providers for certain technical services, and any shortage of, or delay in, the supply of such services may significantly impact our business and results of operations.

We engaged external service providers to carry out certain works which require specific technical skills and knowledge (such as user interface design, marketing, programming, source control management, software auditing and cryptography) to save cost, expand our service scope and increase our work capacity, two of which were also our related parties. For the years ended September 30, 2021 and 2022 and six months ended March 31, 2023, we paid an aggregate of approximately HK$1,037,372, HK$1,477,728 (approximately US$188,250) and HK$495,535 (approximately US$63,126) to our service providers, respectively, representing approximately 39.93%, 43.22% and 32.76% of our total cost of revenue, respectively. According to the F&S Report, the timeframe for projects within the IT solution service industry may vary extensively depending on the size and scope of the project, and customers commonly request ad-hoc tasks; thus, it can be difficult for IT solution service providers to predict the demand of our services accurately. An IT solution project often involves a wide range of features and functions requiring different skill sets, and IT solution service providers often outsource part or all of their work to service providers to fill their skills gap.

In addition, services carried out by our service providers may not be delivered to our customers or to us on time or within budget, resulting in the late delivery of project deliverables to our customers and increased costs. Any failure or delay in completing a project caused by these external service providers could result in, among other things, increased costs and expenses, delay or reduction in payment from our customers to us, and/or potential contractual liabilities. Furthermore, our results of operations may suffer due to cost overruns to the extent that we cannot pass on the additional costs to our customers. In either case, our business, financial position and results of operations would be materially and adversely affected.

On the other hand, suitable service providers may not be readily available at reasonable costs when we require their services whereby our ability to provide satisfactory services could be adversely affected. Moreover, if a service provider fails to provide satisfactory services as required under a contract, we may need to source an alternative service provider to provide the relevant services at a higher replacement cost than anticipated. These scenarios may have material adverse impacts on our reputation, profitability and results of operations.

For the two years ended September 30, 2022 and September 30, 2021 as well as for the six months ended March 31, 2023 and up to the date of this prospectus, we had not experienced any material difficulties with our service providers.

Our business relies on the cloud infrastructure operated by a third-party international cloud operator and other service providers for our business operations, and any disruption of or interference with our use of such services would adversely affect our business, results of operations and financial condition.

Techlution relies on an international third-party cloud service provider (the “Cloud Service Provider”) to host its solutions. The Cloud Service Provider is a subsidiary of an American multinational technology company focusing on e-commerce, cloud computing, online advertising, digital streaming, and artificial intelligence. The Cloud Service Provider’s services are delivered to customers via a network of its server farms located throughout the world. Techlution has entered into a customer agreement with the Cloud Service Provider to subscribe for its cloud services where Techlution is provided with a third-party platform which protects it from potential security breaches and cybersecurity incidents. See “Business — Cloud Service Provider” on page 118.

We are, therefore, vulnerable to problems experienced by these service providers. We may experience malfunctions, interruptions, delays or outages with respect to our third-party cloud infrastructure in the future due to a variety of factors, including infrastructure changes, human, hardware or software errors, hosting disruptions and capacity constraints. Such issues could arise from a number of causes such as technical failures, natural disasters, fraud or security attacks. The level of services provided by these service providers, or regular or prolonged interruptions in that service, could also affect the use of our IT solutions and our customers’ satisfaction with our solutions and could harm our business and reputation. In addition, hosting costs will increase as our customer base grows, which could harm our business if we are unable to grow our revenue sufficiently to offset such increase. Any failure to maintain our relationships or renew our contracts with these cloud service providers and external service providers on commercially favorable terms, could have a material adverse effect on our business, financial condition, and results of operations.

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Furthermore, we have no control over these external service providers, which increases our vulnerability to problems with the services they provide. In particular, as our Cloud Service Provider is a large-scale internationally renowned corporation, it possesses significant bargaining power and may change its service terms or other policies or modify its interpretation of such terms and policies at its discretion, which may adversely affect our operations. Our service providers may also take actions beyond our control that could seriously harm our business, including discontinuing or limiting our access to one or more services, increasing pricing terms and terminating or seeking to terminate our contractual relationship with them. Although we expect that we could obtain similar services from other third-party service providers, if our arrangements with our current providers were terminated, we could incur additional expenses in arranging for alternative cloud infrastructure services. As a result, our business, operations and financial performance would be adversely affected.

We also conduct business with a third-party cloud architect to verify that the security system of our AI-OCR software align with industry standards. Any interruption with this cloud architect could interfere with our operating activities, cause losses due to erroneous or delayed responses, or otherwise be disruptive to our business. If our arrangements with this third-party cloud architect is terminated, we may not be able to find an alternative service provider to certify our AI-OCR software on a timely basis or on commercially reasonable terms. This could also have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business is subject to system and data security risks, and our existing security measures may be inadequate to address these risks, making our systems susceptible to compromise, which could materially adversely affect our business, results of operations, financial condition and prospects.

As a cloud-based IT solution service provider in Hong Kong, we are expected to be the target of cyberattacks, distributed denial of service attacks, hacking and phishing attacks, security breaches, computer malware, and other malicious internet-based activities, our business is therefore subject to these risks. While we have adopted and implemented security protocol, network protection mechanisms, applicable recovery system or other defense procedures, we cannot assure you that these measures are, or will be, adequate to prevent any of such attacks and protect us from any network or service interruptions, system failures or data losses. We may not be able to anticipate or prevent all techniques that could be used to obtain unauthorized access to our systems because such techniques may change frequently and are generally not detected until an incident has occurred. Additionally, we cannot be certain that we will be able to address any vulnerabilities in our solutions that we may become aware of in the future. Attacks or security breaches could delay or interrupt our services provided to our customers and their end-customers, damage our reputation and brand, expose us to risks of potential litigation and liabilities, and require us to expend significant capital and other resources to alleviate problems caused by such attacks or security breaches.

In addition, our customers store and transmit substantial amount of data and information, including confidential information relating to them, on cloud computing platforms when using our IT solutions. We cannot assure you that third parties will not succeed in their attempts to obtain unauthorized access to such confidential information relating to our customers and/or their end-customers. If any security incident, human error or other malfeasance occurs in the future causing unauthorized disclosure of such confidential information, we may be subject to litigation, indemnification obligations, and other potential liabilities, as well as negative publicity, which could materially adversely affect our business, reputation, financial condition, results of operations, and prospects.

Furthermore, any security incident, if happens to us, or to others, such as our customers, may lead to public disclosures and widespread negative publicity for us or our customers who may lose confidence in the security of our cloud-based solutions. Concerns regarding privacy, data protection, and information security may cause some of our customers to stop using our solutions and decline to renew their subscriptions, and make it harder for us to attract new customers. To the extent we do not effectively address these risks, our business, financial condition, results of operations, and prospects could be materially adversely affected.

Development and incorporation of our AI technologies to our IT solutions for improving the automation and precision of our AI-OCR services may not be successful.

We plan to continue to expand and enhance our AI technologies, particularly in our AI-OCR services. While we expect our AI technologies will improve the automation of and the precision of our AI-OCR software, our AI technologies may not achieve sufficient levels of accuracy as we expect. Furthermore, our competitors may incorporate more advanced AI features into their solutions more quickly or more successfully and their AI features may achieve higher

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market acceptance than ours, which may result in our failure to recoup our investments in developing AI-technology applications. Should any of these items or others occur, our ability to compete, and business, results of operation and financial performance may be materially and adversely affected.

Future investments or acquisitions may not be successful.

In addition to organic growth, we may take advantage of opportunities to invest in or acquire additional businesses, services, assets or technologies. However, we may fail to select appropriate investment or acquisition targets, or we may not be able to negotiate optimal arrangements, including arrangements to finance any acquisitions. Acquisitions and integrations of new assets and businesses into our own would require significant capital and our management attention and could result in a diversion of resources away from our existing business. Investments and acquisitions could result in the use of substantial amounts of cash, increased leverage, potentially dilutive issuances of equity securities, goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business, and the invested or acquired assets or businesses may not generate the financial results we expect.

Our project completion cycle can be unpredictable and longer than expected, and may lead to increased time and expense that could affect our operating results.

The timing of project completion may fluctuate and may be difficult to predict. The length of our sales cycle, from project design to completion is generally four to six months but can vary substantially from customer to customer. In certain cases, our work can extend over a year and exceed our initial prediction. Owing to the customized services that we provide to our customers, we often require a longer discussion process with our customers and frequent adjustments to our services if we are unable to meet our customer’s requests. Customers, larger organizations in particular, often undertake long evaluation process due to their organizational structure and approval requirements, which can lengthen the duration of our projects and delay completion. Customers may also demand additional features or adjustments to our work. As a result, we may be unable to accurately predict duration of our projects and be unable to efficiently allocate human resources for our coexisting projects, which may adversely affect our efficiency and require us to hire more employees than needed. If expectations for our project cycle are not accurate, it may lead to increased time and expense and could adversely affect our operating results.

Our financial performance may vary from period to period due to seasonality.

We experience seasonal fluctuations in demand for our services. We generally experience lower demands for our services in July to September and generally experience higher demands for our services in April to June. As a result, our results during April to June for each financial year may not be indicative of those for the whole financial year. Seasonality in our business may cause period-to-period fluctuations in certain of our operating results and financial metrics and thus limit our ability to predict our future results. Prospective investors should be aware of such seasonal fluctuations when making any comparisons of our financial performance.

Our growth is reliant on our sales and marketing strategies. Failure on effective marketing may harm our ability to increase our customer base and spending on ineffective marketing may adversely affect our financial results.

Our ability to expand our customer base and gain wider market exposure partially depend on the effectiveness of our marketing efforts. We market our solutions mainly through our in-house direct sales team. We have conducted various branding and marketing activities but these activities may not be successful or yield increased revenue. We plan to deploy additional resources to strengthen our sales team and organize more marketing activities such as hosting seminars and conferences among students in tertiary institutions, industry players and potential customers, which will require us to make substantial expenditures but may not yield increased revenue. To the extent that these marketing activities lead to increased revenue, the additional revenue generated could nevertheless be insufficient to offset the increased expenses we incur. If we fail to maintain and enhance our market share, our pricing power may decline as compared to that of our competitors and we may lose existing or prospective customers, which could materially and adversely affect our business, results of operations and financial condition There is also no assurance that any increase in our marketing expenditures will lead to our anticipated results, which, if unsuccessful, may even result in financial loss and our business may be significantly harmed.

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If we are unable to develop, maintain, and enhance our brand and reputation in a cost-effective manner, our growth strategies may be hindered and our business may be adversely affected.

Our brand and reputation are, among others, two of the decisive factors in attracting new customers who determine whether to engage us for our services. We believe that our brand name and reputation are important corporate assets that differentiate our services from those of our competitors. As such, we have strategically offered services at a lower than market price for reputable and large-scale customers at the early stages of our business, with the aims to build our profile and to enhance reputation. However, our brand and reputation may be harmed and will be susceptible to factors, including but not limited to:

• issues that arise with our services;

• unsatisfied services provided to customers;

• statements made by former and existing customers, competitors, service providers and others;

• regulatory enquiries or enforcement actions taken against us or our employees;

• negative publicity relating to our services and our personnel; and

• involvement in disputes and legal proceedings.

We cannot assure that such negative events will not happen in the future. If these events happen and we fail to recover from destruction to our brand and reputation successfully, we may experience a significant decline in demand for our services, decrease in investor confidence, reduction of the value of our brand and ultimately result in a material adverse effect to our business and prospects.

If we are unable to effectively recruit, retain and train qualified software developers, our growth strategies may be hindered and our business may be adversely affected.

Our growth strategy is, in part, reliant on our ability to attract and retain highly qualified software developers including software engineers, programmers and coders. We face intense competition with both information technology related and non-related large enterprises in recruiting front-end developers, back-end developers, application developers, and project managers. We compete with many other companies for employees with expertise in designing, developing and managing software, applications and Web 3.0 related matters. Certain skillsets are relatively new in Hong Kong and hence there may be a limited availability of suitable and qualified candidates for the implementation of our growth strategy. Some of our competitors in Hong Kong may have greater resources and may be able to offer better remuneration package to software developers than us. Our ability to recruit talented personnel and retain existing employees may be affected if our compensation package and employee benefits are perceived as unattractive.

If we are unable to retain skilled employees and attract new personnel suitable for our business, we may not be able to accomplish our business objectives. We may have to increase our training expenses and may have to divert extra time and resources for training led by higher-level employees. We cannot assure you that we will be able to retain, recruit and train competent professionals. Our quality of work may be affected and it may jeopardize our ability to meet our customers’ expectations. We may also experience constraints that will hinder our ability to adopt our growth strategies. Failure in maintaining a skillful and talented team of capable individuals could have a material adverse effect on our business, results of operations and financial condition.

Digital ecosystems, including offerings of digital assets, are evolving and uncertain. Our NFT-related business is subject to unknown risks that may materially adversely affect our development.

Exploring new technologies and offering related services to customers is one of our strategies to keep our service competitive for growth of our business. However, these newly developed ideas such as crypto assets, blockchain technologies, NFTs and Metaverse are still in the process of development.

The Operating Subsidiaries provide NFT-related services that involve creating NFT artwork, NFT marketplace and developing NFT-related games of which we do not have ownership. The public in Hong Kong is generally more skeptical towards new technologies and projects, such as NFT and Web 3.0-related products. Unlike many other traditional business sectors, NFT is a relatively new concept and market demand may be affected by the rapidly changing popular culture and market trends. Without a sufficient historical foundation and a solid customer base, NFT-related businesses may be prone to failure if market trend changes and their popularity decreases. Individuals interested in these newly

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developed ideas may refrain from creating or investing in related products due to unknown risks, such as the illiquidity of secondary markets, fraud, security, pricing, etc. On the other hand, businesses or activities involving Web 3.0 and NFT-related activities may be volatile to future regulations that may significantly affect the dynamics and operation of the business. Many interested enterprises delay expansion plans into Web 3.0 and NFT-related business due to the insufficient interest, limited public trading, and the uncertainty of the regulatory environment, which may adversely affect our growth strategies, business development, operating results, and financial condition. Hence, all these uncertainties related to Web 3.0 and NFT-related business could delay the introduction of our solutions, increase our research and development expenses and reduce demand for our solutions, which would materially and adversely affect our business, financial condition and results of operations.

Natural disasters and other catastrophic or force majeure events could materially and adversely affect our business.

Occurrence of natural disasters and other catastrophic or force majeure events, such as health epidemics, cyberattack, power loss, telecommunications failure, political unrest, terrorist attacks, war, riots, and other geo-political unrest could lead to damage and disruption to our operation and may affect our business or the economy as a whole. In the event of natural disaster or catastrophic events, we may experience corruption or loss of data, dissipation of trade secrets, system malfunction, and interruption of our service. We may not be able to operate our business and may endure system interruptions, delay in research and development, halt in system maintenance, breach of data security, reputation harm, degradation of infrastructure and suspension of service. We are highly susceptible to factors that specifically affect Hong Kong, and we may have to temporarily suspend our services under any event that results in disruption to our critical business functions in Hong Kong. Any such events affecting our ability to conduct normal business operations could materially impact our business, financial condition and operating results.

We rely on our CEO and our key management and professional staff. The loss of key team members could affect our operations and our business may be severely disrupted.

We have an experienced and capable management team, including Mr. Leung Tsz Him, our founder and CEO, who is responsible for managing our daily operations and customer relations, implementing our business strategies, pricing, overseeing financial performance and supervising employees. They are the key for our internal and external management. If we lose any members of our management team, we may face difficulties in executing our current plans and strategies, our business could be harmed and our growth prospects may be inhibited. negotiating, planning, pricing, new product development and product execution

On the other hand, execution of customer’s requests and operation of our business is dependent on our highly skilled personnel, which consist of high-level developers who are able to perform advanced technical services. Because we operate in a relatively new industry that requires highly skilled technical personnel, our future success is vastly dependent on the talents, their experiences, and contributions they may provide. If we lose our high-level developers including software engineers, programmers and coders, we may not be able to efficiently direct our front-end, back-end and application developers, which will limit our ability to accurately execute our customers’ instructions. We may also experience difficulties in hiring and retaining such personnel with desired qualifications with a competitive salary. These factors could disrupt our operations and have a material adverse effect on our business.

We may be affected by the currency peg system in Hong Kong.

Our revenues and expenses will be denominated predominantly in Hong Kong dollars. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Should we receive profits from business overseas and/or proceeds from this Offering, fluctuations in currency exchange rate could have a material adverse effect on our results of operations.

A substantial amount of our income and expenditures are denominated in Hong Kong dollars, yet our reporting currency remains as U.S. dollars. Fluctuations in the exchange rate between U.S. dollars and Hong Kong dollars will affect our relative purchasing power. To the extent that we need to convert U.S. dollars we receive from this Offering into Hong Kong dollars for our operations, appreciation of the Hong Kong dollar against the U.S. dollar would have an adverse effect on the Hong Kong dollar amount we would receive.

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Moreover, as we expand our business to overseas markets, we may be subject to further foreign exchange risks. Fluctuation in the exchange rate will affect the relative value of earnings from and the value of any foreign currency-denominated investments our Company make in the future. If we face significant volatility in these foreign exchange rates and cannot procure any specific foreign exchange control measures to mitigate such risks, our results of operations and financial performance shall be adversely affected.

Cybersecurity incidents, security breaches, human error and misconduct, and failure to protect confidential information may harm our reputation and affect our business.

The information technology industry is prone to cybersecurity concerns. The software and application systems that we create based on our customer’s demand involve collection, processing, storage, and transmission of a large amount of data daily. Although we have secured subscription on a third-party platform that will be able to protect us against potential security breach and cybersecurity incidents, we may not be able to prevent all potential issues and may not be able to detect all attack attempts to our systems. We may be vulnerable to hackers, viruses, software bugs, technical defects and system malfunction. We may also be vulnerable to the misuse, misappropriation or error of customer information by our employees and suppliers. Since we do not control the processing of data of our third-party service providers, we may also be subject to the risk and incidents affecting these providers.

Failure to protect confidential information due to the abovementioned reasons may result in the follow consequences:

• misappropriation of users’ personal information;

• destruction and loss of our existing data;

• modification of data;

• diminished competitive position;

• legal liability;

• interruption to our business operations and services;

• replication of our technology and systems; and

• damage to our reputation.

If a cybersecurity event occurs, it could harm our business and reputation and could result in a loss of customers. Likewise, data privacy breaches by our employees and others who have access to our systems may pose a risk that sensitive customer data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships and our reputation.

While we continue to make efforts to evaluate and improve our information technology infrastructure and particularly the effectiveness of our security program, procedures and systems, it is possible that our business, financial and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our information technology infrastructure or other property. Additionally, customers and our suppliers upon whom we rely face similar threats, which could directly or indirectly impact our business and operations. If we are unable to prevent cybersecurity incidents, we may sustain legal and financial consequences that may significantly affect our business and may cause permanent impairment to our brand and reputation.

Violation, infringement or any failure to protect our intellectual property rights could harm our business and competitive position.

Our proprietary technologies, software and applications are critical to our success. We rely on a combination of copyright, common law, statutory laws and regulations, and contractual arrangements to protect our intellectual property rights. We also enter into agreements with our employees and third-parties, including confidentiality agreements, non-compete agreements and non-disclosure agreements. These legal protection and agreements, however, may not effectively prevent disclosure of confidential intellectual property and we cannot assure that our efforts to protect our intellectual property rights will be adequate. Intellectual property protection may not be sufficient in the regions we operate and we cannot guarantee that we have entered into necessary agreements with all parties that have access to our proprietary information. Breach of such agreements may also result in lengthy and costly litigation with inadequate remedies available.

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We may not be able to obtain all necessary patent and trademark applications from all of the jurisdictions that we operate our business in. Failure to do so may subject us to litigation and there is no guarantee that we will prevail. Our intellectual property may be challenged by other parties. We cannot assure that we will be able to succeed in any such litigation and we may be forced to discard our proprietary information and technology that we have dedicated time and effort into. Any failure to adequately protect our intellectual property may lead to disclosure of our trade secrets, claim of ownership of our proprietary information by third parties and costly litigation. It could harm our competitive position and could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to intellectual property disputes, which may result in significant legal cost and may disrupt our business and operations.

We depend, to a large extent, on our ability to effectively develop and maintain intellectual property rights relating to our business. However, we cannot assure that we will not be subject to claims and litigation in relation to any alleged infringement of trademarks, copyrights, patents or other intellectual property rights held by third parties, including our competitors. As we grow our business, expand our expertise and face increasing competition, we may be subject to an increased risks of intellectual property right claims and other assertions. If any claims are brought against us, we may be forced to defend our rights. Defending against intellectual property claims is costly and can impose a significant burden on our management and resources. Furthermore, there is no guarantee that the outcomes in all cases are favorable to us. Such intellectual property claims may also cause reputational harm and may dissuade potential customers from subscribing our services. If we were unsuccessful in these claims and were found to be in violation of any intellectual property rights, we may be subject to considerable licensing fees and damages, prohibited to continue using such intellectual property, and may be forced to redevelop substitutions which could require significant effort and expense. Any claims, regardless of its merits, would be time consuming and costly, and would materially adversely affect our business, financial condition and results of operations.

We currently have not registered all trademarks in relation to our trading names, products and services and we therefore have to rely on common law trademark protection until we register our trademark.

We have not registered all trademark rights in relation to our trading names, products and services we are seeking to develop and we therefore have to rely on common law trademark protection until we register our trademark.

We could be forced by litigation, or threat of litigation, to abandon our trademarks in relation to trading names, products and services. In such event, we could incur substantial material expense, and could lose the value of marketing and promotional work performed up to that date. These losses would be in addition to the loss resulting from the payment of an award of damages to the party instituting or threatening litigation. Such additional expenses could have an adverse effect on the results of our operations, financial condition and results of operations.

If the domain names licensed to us are not properly maintained or the domain names underlying such licenses are not enforced, our competitive position and business prospects will be harmed.

We have three domain names, “techlutionservice.com,” “neuralsense.io” and “techlution.io” (collectively, the “Domain Names”), that we use in or are related to our business which is registered under the name of our CEO. See “Business — Intellectual Property — Domain name.” Since the Domain Names which we rely on providing our services are registered in the name of our CEO, we may be subject to difficulties such as being subject to legal proceedings in relation to the infringement of the Domain Names; preventing third parties from acquiring the Domain Names from our CEO; renewing domain name registration; and securing long term usage of the Domain Names. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. Although we have entered into a license agreement with our CEO on February 24, 2023, which grants us a sole, exclusive irrevocable license to use the abovementioned Domain Names and a right of first refusal with respect to the acquisition of the Domain Names, if we lose the ability to use the Domain Names, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our offerings under a new domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name in question. We may not be able to obtain preferred domain names in Hong Kong and have to use domain names that may decrease the value of our brand or our trademarks or service marks. Our success will depend in part on the ability of our licensor to obtain, maintain and enforce protection for their intellectual property, in particular, those domain names to which we have secured a sole, exclusive irrevocable license. On the other hand, protecting, maintaining, and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of resources, and could in turn adversely affect our business, financial condition, and results of operations.

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We may not be adequately insured against losses and liabilities arising from our operations.

We recognize that our operation and business are susceptible to potential losses and our exposure to liability arising from claims of various nature are set out in the risk factors above. Our Company has purchased various insurance policies, including employees’ compensation insurance, office insurance and professional indemnity for projects which does not have limitation on damages or when the pre-determined amount of compensation exceeds our total consideration. We do not maintain a directors’ and officers’ insurance policy. While we believe our insurance coverage is in line with common industry practice and may sufficiently protect us against foreseeable risks, our current insurance policies may not be adequate to fully compensate for the losses suffered by us. Further, any compensation is contingent upon the assessment of the relevant insurance companies in accordance with the terms of the relevant insurance policies. There is no guarantee that we will be indemnified in part or in full in any given case. In the event that we suffer from any losses, damages or liabilities in the course of our business operations which our insurance does not cover, we may not have sufficient funds to cover such losses, damages or liabilities. The resulting payment to cover such losses, damages or liabilities may have a material adverse effect on our business, operating results and financial position.

Any unexpected and prolonged disruption to the access of our business premises may adversely affect our business.

As we have only one business premises in Hong Kong, if there is any unexpected and prolonged disruption of usage or access to our business premises, such as fire or power failure and we cannot timely relocate our business premises to another suitable location with well-equipped facilities, the normal operation of our Group and thus our business, results of operations and financial position will be adversely affected.

Risks Relating to Economic Conditions

A sustained outbreak of epidemics, such as the COVID-19 pandemic, and the measures taken in response thereto could have a material adverse impact on our business, operating results and financial condition.

The outbreak and prevalence of pandemic such as COVID-19 would adversely impact economic activities and conditions worldwide and lead to significant volatility and disruption to financial markets. In particular, the COVID-19 pandemic has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. This prevalence of COVID-19 has caused companies like us to implement temporary adjustments to work schedules and travel plans, mandating employees to work remotely. As a result, we may have experienced lower efficiency and productivity, internally and externally, which may have adversely affected our service quality.

The surge in the number of COVID-19 cases in Hong Kong and Mainland China and the resultant lockdown has, to some extent, delayed corporations in Hong Kong to explore or execute their plans for engaging IT solution service providers and restricted our potential new customers from travelling to Hong Kong.

In a macroeconomic perspective, epidemics such as the COVID-19 pandemic may adversely impact economic activities worldwide and create significant volatility and disruption to financial markets. The weakened global and local economy resulting from the COVID-19 pandemic have negatively impacted our business partners and customers in making business decisions and may continue to affect us in the future.

A sustained outbreak of epidemics, such as the COVID-19 pandemic, may have an impact on the global economy and our business, which is beyond our control and may be difficult to predict. We may experience potential disruptions that include:

• disruption to potential customer’s businesses, which may result in reduced demand for our services that are non-essential for normal business operation;

• investors’ unwillingness to invest in relatively new industries and may prefer more stable and predictable businesses;

• customers may be negatively impacted by the outbreak of epidemics and may not have sufficient funding for our services;

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• delay or cancellation of projects; and

• customers’ inability to pay progress payments in full or on schedule.

Given the potential impacts an epidemic may bring to our business, such as a general slowdown in economic conditions globally and volatility in the capital markets, we cannot assure you that we can maintain the growth rate we have experienced or projected. Because of the uncertainty surrounding epidemics, the financial impact related to the outbreak of epidemics and the response to it cannot be reasonably estimated. The extent to which the COVID-19 pandemic or other epidemics in the future would impact our results of operations will depend on the future developments of the outbreak of such pandemic, including new information concerning the global severity of and actions taken to contain the outbreak, or the appearance of new or more severe strains of the virus, which are highly uncertain and unpredictable.

The current trade tension between the U.S. and the PRC may cause global economic turmoil and potentially have a negative impact on our business, financial condition and results of operations.

The U.S. government has imposed, and has proposed to impose additional, new or higher tariffs on specified products imported from PRC to penalize PRC for what it characterizes as unfair trade practices. PRC has responded by imposing, and proposing to impose additional, new or higher tariffs on specified products imported from the U.S. Certain tariffs have already been adopted by both sides, and the two countries often meet to negotiate arrangements that would include the decreasing or removal of tariffs, but we cannot assure you that the negotiations will be successful in reducing tariffs or that other tariffs will not be imposed, even if an agreement will be reached. In addition, any further escalation in trade tensions between PRC and the United States or a trade war, or the perception that such escalation or trade war could occur, may have negative impact on the economies of not only the two countries concerned, but the global economy as a whole.

Although we are currently not subject to any of those tariff measures, the proposed tariffs may adversely affect the economic growth in Mainland China, Hong Kong and other markets in which we operate, as well as the financial condition of our customers. With the potential decrease in the spending and investment power of our target customers, we cannot guarantee that there will be no negative impact on our operations. In addition, the current and future actions or escalations by either the U.S. or PRC that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business, financial condition and results of operations, and we cannot provide any assurance as to whether such actions will occur or the form that they may take.

The prospects of economic recovery are dim due to the ongoing Russia-Ukraine war which potentially has a negative impact on our business, financial condition and results of operations.

The ongoing Russia-Ukraine war has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy through significant disruptions in trade and food and fuel price shocks, all of which are contributing to high inflation and subsequent tightening in global financing conditions. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our client’s business and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

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Risks related to our corporate structure

We rely on dividends and other distributions on equity paid by our Operating Subsidiaries in Hong Kong to fund any cash and financing requirements we may have and any limitation on the ability of our subsidiaries to make payments to us outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiaries by the PRC government to transfer cash in the future could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

We are a holding company incorporated in the BVI, and we rely on dividends and other distributions on equity from our Hong Kong Operating Subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. If any of our Hong Kong Operating Subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

According to the BVI Business Companies Act, a British Virgin Islands company may make dividends distribution to the extent that immediately after the distribution, the value of such company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.

Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized loss) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid to us. The PRC laws and regulations do not currently have any material impact on transfers of cash from our Operating Subsidiaries to our holding company, our shareholders and U.S. investors. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

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 if the PRC government intervenes or influences our business operations at any time or may exert control over offerings conducted overseas and foreign investment in PRC based issuers, such as approval or other administration requirements of the CSRC, or other PRC governmental authorities in connection with this Offering under any new laws, rules or regulations in the PRC to be enacted, which may become applicable to Hong Kong, and if required, we cannot assure you that we will be able to obtain such approval.

As we mainly conduct business in Hong Kong, our business and our financial condition, and results of operations may be influenced to a significant degree by political, economic, and social conditions in PRC generally.

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. In addition to these statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review, the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers.

Based on our understanding of the current PRC laws, rules and regulations, the current PRC laws and regulations on cybersecurity, M&A and oversight and control over overseas securities offerings do not apply to us and our current operations (details of which are set out below) but it remains uncertain whether the PRC government will adopt additional

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requirements or extend the existing requirements to apply to our Operating Subsidiaries in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries in Hong Kong. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

The current PRC laws and regulations are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to our Operating Subsidiaries in Hong Kong, we may be subject to the risks and uncertainties associated with the legal system in Mainland China, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

We may also become subject to the PRC laws and regulations to the extent our subsidiaries commence business and customer facing operations in Mainland China as a result of any future acquisition, expansion or organic growth.

M&A Rules — CSRC Filing or approval

On August 8, 2006, six PRC regulatory agencies jointly adopted the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect at the time of this prospectus, we will not be required to submit an application to the CSRC for its approval of this Offering and the listing and trading of our Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant Chinese government agencies, including the CSRC, would reach the same conclusion.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this prospectus, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial

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Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.

As of the date of this prospectus, our Operating Subsidiaries are incorporated in Hong Kong and operate therein without any subsidiary or VIE structure in Mainland China, and we do not maintain any office or personnel in Mainland China.

As of the date of this prospectus, we are not required to obtain the CSRC’s approval or filing is not required for our listing and trading of our securities on Nasdaq. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded.

On the other hand, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do.

If it is determined that any CSRC approval, filing or other governmental authorization is required for our previous and future offering, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, it could be rescinded. If we fail to acquire approval, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These sanctions may include fines and penalties on future operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from future offering into the PRC, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt our future offering before the settlement and delivery of the ordinary shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the ordinary shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur. And if our Operating Subsidiaries or the holding company were denied permission from PRC authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

As of the date of this prospectus, we have not received any inquiry or notice or any objection to this Offering from the CSRC, the CAC or any other PRC authorities that have jurisdiction over our operations Hong Kong. However, given the current regulatory environment in the PRC, there remain uncertainty regarding the interpretation and enforcement of PRC laws, which can change quickly with little advance notice subject to any future actions of the PRC authorities. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder 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.

As of the date of this prospectus, the PRC government currently does not exert direct influence and discretion over the manner we conduct our business activities in Hong Kong, outside of Mainland China. Hence, we do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on listed overseas using VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.

Notwithstanding the above, if in the future our corporate structure were to contain a VIE, the Mainland China regulatory authorities could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or in extreme cases, become worthless.

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New policies on different industries

The PRC government has also published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.

Cybersecurity review

The PRC government issued new rules that would require companies collecting or holding large amounts of data or critical data to undergo a cybersecurity review prior to listing in other nations, a move that would significantly tighten oversight over PRC-based companies.

On December 24, 2021, the CSRC together with other relevant government authorities in Mainland China issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations require that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform Operators shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business and this Offering in the future.

Our Operating Subsidiaries may collect and store data (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). With respect to PRC legal matters, we do not expect the Measures to have an impact on our business, operations or this Offering, given that (i) our Operating Subsidiaries are incorporated in Hong Kong (ii) we have no subsidiary, VIE structure nor any direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China 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). Our Operating Subsidiaries will not be deemed to be an “Operator” required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries were incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, neither of our Operating Subsidiaries has been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. Therefore, we do not believe we are covered by the permission requirements from CSRC or CAC.

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Data Security Law

The Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, it applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China which jeopardize the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this prospectus, we do not have any operation or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Therefore, we do not believe that the Data Security Law is applicable to us.

We are an “emerging growth company” and any decision to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our securities less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are not required to comply with, among other things, the auditor attestation requirements of the Sarbanes-Oxley Act. Further, the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt-out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt-out is irrevocable. We have elected not to opt-out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, may not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial statements with other public companies difficult or impossible because of the potential differences in accountant standards used. Investors may find our securities less attractive because we rely on these provisions. If investors find our securities less attractive as a result, there may be a less active trading market for our securities and prices of the securities may be more volatile.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our securities.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that may require prospective or retroactive changes in our financial statements or identify other areas for further attention or improvement. In addition, for as long as we are an “emerging growth company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to restatements of our financial statements and require us to incur the expense of remediation. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

The Public Company Accounting Oversight Board (“PCAOB”) inspection of our independent accounting firm could lead to findings in our auditors’ reports and challenge the accuracy of our published audited combined financial statements.

Auditors of U.S. public companies are required by law to undergo periodic PCAOB inspections that assess their compliance with U.S. law and professional standards in connection with performance of audits of financial statements filed with the SEC. These PCAOB inspections could result in findings in our auditors’ quality control procedures, question the validity of the auditor’s reports on our published combined financial statements and cast doubt upon the accuracy of our published audited financial statements.

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As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors but nevertheless, we will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Prior to the completion of this Offering, Alpha as a privately held company was not required to comply with certain corporate governance and financial reporting practices and policies required by a publicly traded company. Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the Nasdaq Capital Market detailed requirements concerning corporate governance practices of public companies.

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

• being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

• reduced disclosure obligations regarding executive compensation; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) 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 our 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. (ii) the end of the financial year during which we have total annual gross revenues of US$1.235 billion or more, (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 last day of our financial year following the fifth anniversary of the completion of this Offering.

After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We do not currently maintain a directors’ and officers’ insurance policy. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain directors’ and officers’ insurance if we plan to do so in the future,

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and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Following this Offering and the Resale Offering, Ms. Ma Xiaoqiu will continue to own more than a majority of the voting power of our outstanding Ordinary Shares through Hanoverian International Group Limited and Wittelsbach Group Holdings Limited. As a result, Ms. Ma Xiaoqiu has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” under Nasdaq rules and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Upon completion of this Offering and the Resale Offering, Ms. Ma Xiaoqiu will beneficially own approximately 56.45% of the aggregate voting power of our outstanding Ordinary Shares through Hanoverian International Group Limited and