As filed with the U.S. Securities and Exchange Commission on May30, 2024.

Registration No. 333- 

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

____________________

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

____________________

Cambodia Airways Co., Ltd

(Exact name of registrant as specified in its charter)

____________________

Cayman Islands	4512	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS. Employer Identification Number)

NO. 02, Russian Federation Blvd
Phum Kbal Damrey, Sangkat Ka Kab, Khan Por Senchey
Phnom Penh, Kingdom of Cambodia 120912
+855 23901321

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

With a Copy to:

William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Yarona L. Yieh, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue, 3rd Floor New York, NY 10017 212-588-0022 Ying Li, Esq. Guillaume de Sampigny, Esq. Hunter Taubman Fischer & Li LLC 950 Third Avenue, 19th Floor New York, NY 10022 212-530-2210

____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Emerging growth company ☒

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

____________

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

The Registrant hereby files this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED MAY30, 2024

1,500,000 Class A ordinary shares

Cambodia Airways Co., Ltd

This is the initial public offering (“IPO”) of Class A ordinary shares of Cambodia Airways Co., Ltd, a Cayman Islands exempted company, and we are offering Class A ordinary shares, par value $0.0001 per share. The offering price of our Class A ordinary shares in this offering is expected to be between US$4.00 and US$5.00 per share. Prior to this offering, there has been no public market for our Class A ordinary shares.

We plan to apply to list our Class A ordinary shares on the Nasdaq Capital Market under the symbol “CAKR”. This offering is contingent upon us listing our Class A ordinary shares on Nasdaq or another national exchange. There is no guarantee or assurance that our Class A ordinary shares will be approved for listing on the Nasdaq Capital Market or another national exchange.

We have a dual class capital structure, which will have the effect of concentrating voting control with our controlling shareholders with respect to matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets.

We are an “emerging growth company” as defined in section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are therefore eligible for certain exemptions from various reporting requirements applicable to reporting companies under the Exchange Act. (See “Exemptions Under the Jumpstart Our Business Startups Act.”)

We are and will continue to be a “controlled company” within the meaning of the Nasdaq Stock Market Rules due to the fact that Mr. Kong Hwa Ng will beneficially own more than 50% of our total voting power after the offering represented by our issued and outstanding Class A ordinary shares and Class B ordinary shares, and as such, he will control matters subject to a vote by our shareholders (44,300,000 Class A ordinary shares and 10,000,000 Class B ordinary shares representing approximately 97.72% of our total voting power. Each Class A Ordinary Share entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share entitles the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. Holders of Class B Ordinary Shares are not entitled to dividend or other distribution of the Company’s assets, including any distribution of assets to shareholders on a winding up.

In addition, as a “controlled company” as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so after we complete this offering.

Investing in our Class A ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Class A ordinary shares in “Risk Factors” beginning on page 12.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	PER SHARE		TOTAL
Initial public offering price	$	4.00	$	6,000,000
Underwriting discounts(1)	$	0.28	$	420,000
Proceeds to us, before expenses(2)	$	3.72	$	5,580,000

____________

(1)Represents underwriting discounts equal to 7% of the gross proceeds from the sale of Class A ordinary shares in this offering.

(2)In addition to the underwriting discounts listed above, we have agreed to reimburse the underwriters for certain expenses in connection with this offering. The total amount of underwriters’ expenses related to this offering is set forth in the section entitled “Underwriting.”

We expect our total cash expenses for this offering to be approximately $930,000, exclusive of the Underwriter’s discounts and non-accountable expense allowance. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or “FINRA,” as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting” beginning on page 126.

This offering is being conducted on a firm commitment basis. The underwriters have agreed to purchase and pay for all of the Class A ordinary shares offered by this prospectus if they purchase any Class A ordinary shares.

The underwriters expect to deliver the Class A ordinary shares against payment as set forth under “Underwriting”, on page 126.

Prospectus dated, 2024.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	42
USE OF PROCEEDS	44
DIVIDEND POLICY	45
CAPITALIZATION	46
DILUTION	47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48
CORPORATE HISTORY AND STRUCTURE	62
INDUSTRY	63
BUSINESS	71
REGULATIONS	90
MANAGEMENT	96
EXECUTIVE COMPENSATION	103
PRINCIPAL SHAREHOLDERS	104
RELATED-PARTY TRANSACTIONS	106
SECURITIES ELIGIBLE FOR FUTURE SALE	107
DESCRIPTION OF SHARE CAPITAL	109
MATERIAL INCOME TAX CONSIDERATION	116
ENFORCEABILITY OF CIVIL LIABILITIES	124
UNDERWRITING	126
EXPENSES RELATING TO THIS OFFERING	132
LEGAL MATTERS	133
EXPERTS	133
WHERE YOU CAN FIND MORE INFORMATION	133
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different information or to make any representations other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the underwriter take no responsibility for and cannot provide any assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriters are making an offer to sell the securities in any jurisdiction where the offer or sale thereof is not permitted. The information contained in this prospectus is accurate only as of the respective date of such information, regardless of the time of delivery of this prospectus or of any sale or offer to sell hereunder. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

To the extent this prospectus contains summaries of the documents referred to herein, you are directed to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of such documents as described below in the section titled “Where You Can Find Additional Information.”

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

i

ABOUT THIS PROSPECTUS

Except as otherwise set forth in this prospectus, neither we nor the underwriters have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. 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 these securities and the distribution of this prospectus outside the United States.

For investors outside of the United States of America (the “United States” or the “U.S.”): Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A ordinary shares and the distribution of this prospectus outside of the United States.

Cambodia Airways’ reporting currency is the United States Dollar. The functional currencies of Cambodia Airways is the United States Dollar. Cambodia Airways engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Gains and losses resulting from transactions denominated in non-functional currencies are recognized in earnings.

Unless otherwise noted, (i) all industry and market data in this prospectus is presented in U.S. dollars, (ii) all financial and other data related to our company in this prospectus is presented in U.S. dollars, (iii) all references to “$” or “USD” in this prospectus (other than in our financial statements) refer to U.S. dollars, and (iv) all references to “KHR” in this prospectus refer to Cambodian Riel.

Our fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. Our audited combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

We have commissioned the industry report from Frost and Sullivan Limited (“Frost & Sullivan). Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

ii

PROSPECTUS SUMMARY

The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should carefully read the entire document, including our historical and pro forma financial statements and related notes, to understand our business, the Class A ordinary shares, and the other considerations that are important to your decision to invest in the Class A ordinary shares.

You should pay special attention to the “Risk Factors” section. Our actual results and future events may differ significantly based upon several factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

Prospectus Conventions

Conventions regarding the holding company and its subsidiaries:

“Cambodia Airways”, “we”, “us”, “our”, “our airline”, the “Company”, and “our company” refer to Cambodia Airways Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its subsidiary.

“Subsidiary” or “Operating Subsidiary” refers to Cambodia Airways Co., Ltd., the operating subsidiary of the Company, formed under the laws of the Kingdom of Cambodia.

Conventions regarding airports:

“BKK” refers to Suvarnabhumi International Airport in Bangkok, Thailand.

“CTU” refers to Chengdu Shuangliu International Airport in Chengdu, China.

“HAK” refers to Haikou Meilan International Airport in Haikou, China.

“KUL” refers to Kuala Lumpur International Airport in Kuala Lumpur, Malaysia.

“MFM” refers to Macau International Airport in Macau, Special Administrative Region of China.

“PNH” refers to Phnom Penh International Airport in Phnom Pehn, Kingdom of Cambodia.

“PKX” refers to Daxing International Airport in Beijing, China.

“ROR” refers to Palau International Airport in Republic of Palau.

“SGN” refers to Tan Son Nhat International Airport in Ho Chi Minh City, Vietnam.

“SIN” refers to Changi Airport in Singapore.

“SYX” Sanya Phoenix International Airport in Sanya, China.

“SZX” refers to Bao’an International Airport in Shenzhen, China.

“TFU” refers to Tianfu International Airport in Chengdu, China.

Conventions regarding our business, services and this prospectus:

“AACM” refers to the Civil Aviation Authority of Macau, Special Administrative Region of China.

“ADS-B” refers to an airspace surveillance system which could eventually replace radar as the main surveillance method for controlling aircraft worldwide.

“Air Form 24-03-00 Major Repair and Modification” is a record form that memorializes key maintenance and alternation records, which need to be submitted to SSCA within 48 hours of occurrence.

“ALS” refers to Airworthiness Limitation Section.

“AMO” refers to approved maintenance organization that performs specific aircraft maintenance activities including inspection, overhaul, maintenance, repair or modification.

1

“AMP” refers to the Company’s Approved Maintenance Program.

“AOC” refers to Air Operator Certificate, which is a certificate authorizing an operator to carry out specified commercial air transport operations.

“AOCR” or “AOCRs” refers to Air Operator Certificate Requirements, which is a certificate authorizing an operator to carry out specified commercial air transport operations.

“APU” refers to auxiliary power unit.

“ATC” refers to air traffic control.

“Authorized person”, in general, refers to a staff member of the Company directly hired by the Operating Subsidiary, or a person who is a third-party contractor that have been accepted by the Company’s quality assurance manager.

“CAA” or “CAAs” refer to Civil Aviation Authorities, which are responsible for the oversight and regulation of civil aviation with a focus on aviation safety, security, airspace policy, economic regulation, efficiency, sustainability, consumer protection and respect for the environment.

“CAAC” refers to the Civil Aviation Administration of China.

“CAAS” refers to the Civil Aviation Authority of Singapore.

“CAAT” refers to the Civil Aviation Authority of Thailand.

“CAAV” refers to the Civil Aviation Authority of Vietnam.

“Cambodian Riel” or “KHR” refers to the national currency of the Kingdom of Cambodia.

“Cargo Service Manager” refer to an individual working in ground operations and reporting to the Director of Ground Operations.

“CCAR” refers to regulations on civil aviation safety and management; it is a set of standards proposed by the International Civil Aviation Organization, which seeks to promote safety performance management throughout the civil aviation industry. It also refers to the Cambodian Civil Aviation Regulations in “Regulations” section.

“Certificate of Conformity” or “CoC” is a document issued by manufacturers or designated personnel with the authority to assure customers or buyers that the product has been manufactured with test results showing compliance to international or regulatory standards. “Director of Ground Operations” are individuals who oversees various critical aspects within the Company in ground operations.

“EASA” refers to the European Union Aviation Safety Agency, which is an agency of the European Union with responsibility for civil aviation safety.

“EDTO” refers to Extended Diversion Time Operations, which is any operation by an airplane with two or more turbine engines where the diversion time to an en-route alternate aerodrome is greater than the threshold time established by the State of the Operator. It is formerly known as Extended Range Twin-Engine Operations, or ETOPS.

“EMD” refers to the Company’s Engineering & Maintenance Department.

“FAA” refer to the Federal Aviation Administration, which is the largest transportation agency of the U.S. government and regulates all aspects of civil aviation in the U.S.

“Hub” or “hub airport” refers to a central airport that serves as a primary transfer point for air passengers and cargo traveling to multiple destinations. It is a pivotal location within an airline’s route network, where flights from various origins converge to connect with flights to various destinations. They often have extensive facilities, such as multiple runways, terminals, and amenities, to accommodate large volumes of passengers and aircraft movements. Major airlines typically establish hub operations at key airports to optimize their route networks, increase connectivity, and enhance their competitiveness in the air travel market.

“ICAO” refers to the International Civil Aviation Organization, which is a specialized agency of the United Nations that coordinates the principles and techniques of international air navigation and fosters the planning and development of international air transport to promote safe and orderly growth.

2

“IT” refers to information technology.

“Line Maintenance” refers to any maintenance that must be carried out before flight to ensure the aircraft is fit for the intended flight. It may include troubleshooting, defect rectification, component replacement with use of external test equipment if required, component replacement (may include components such as engines and propellers), scheduled maintenance and/or checks including visual inspections that will detect obvious unsatisfactory conditions or discrepancies but do not require extensive in-depth inspection.

“MMD” refers to the Company’s Material Management Division, which is overseen by the Engineering & Maintenance Department.

“MPD” refers to the Company’s Maintenance Planning Document.

“MRBR” refers to the Maintenance Review Board Report instructed by the EASA, which contains the minimum initial scheduled maintenance requirement and constitutes an acceptable means of compliance for developing a maintenance program or schedule maintenance instructions as a part of the compliance with the International Civil Aviation Organization standards.

“MSG-3” refers to Maintenance Steering Group-3, which is a widely used to develop initial maintenance requirements for modern commercial aircraft. Specifically, MSG-3 is a methodology used in aviation for developing maintenance programs for aircraft. The MSG-3 process is a systematic and structured approach to maintenance that aims to optimize safety, reliability, and cost-effectiveness in aircraft operations.

“Msn” refers to a unique manufacturer serial numbers assigned a particular aircraft.

“Nasdaq” refers to the Nasdaq Stock Market LLC.

“OEM” refers to Original Equipment Manufacturer, which is the source of a particular aircraft component.

“Passenger Service Manager” refer to an individual working in ground operations and reporting to the Director of Ground Operations.

“PBN” refers to Performance-based Navigation, which serves to redefine the aircraft’s required navigation capability from sensor based to performance based.

“RMB” refers to Renminbi, national currency of China.

“RVSM” refers to Reduced Vertical Separation Minimum, which is defined as the reduction of vertical space between aircraft from 2,000 to 1,000 feet at flight levels from 29,000 feet up to 41,000 feet. RVSM has been implemented as a means to increase airspace capacity and provide access to more fuel-efficient flight levels.

“SAG” refers to the Company’s Safety Action Group.

“SMS” refers to the Company’s Safety Management System.

“SQD” refers to the Company’s Safety & Quality Assurance Department.

“SSCA” refers to the State Secretariat of Civil Aviation of Cambodia, which oversees the operation of national airports and air traffic management system in Cambodia.

“Station Manager” refer to an individual working in ground operations and reporting to the Director of Ground Operations. “TC” refers to certain Type Certificate, which an initial foundational certification issued by aviation regulatory bodies, such as the FAA, confirming that a particular design of an aircraft or its components meets the prescribed safety standards.

“UN-ICAO” refers to a specialized agency of the United Nations that coordinates the principles and techniques of international air navigation, and fosters the planning and development of international air transport to promote safe and orderly growth.

3

Overview

Cambodia Airways is the sole full-service airline based in Cambodia. We primarily operate from Phnom Penh, the country’s capital and provide commercial airline services throughout China and Southeast Asia. We take pride in our Company’s distinctive services, which embody Cambodia’s rich Khmer heritage and cultural essence. Our established aviation network spans a 5-hour radius that encompasses the Asia-Pacific region, and our core market currently resides in mainland China and Southeast Asia.

We are a holding company incorporated in the Cayman Islands with no operations, and conduct all of our airline operations through our Operating Subsidiary, Cambodia Airways Co., Ltd. We commenced our operations as a full-service regional carrier with limited operating history. In 2023 and 2022 respectively, the Operating Subsidiary carried 151,807 and 22,636 passengers and had passenger revenue of approximately US$20.25million and $20.39million. For the six months ended December31, 2023 and 2022, the Operating Subsidiary carried 142,181 and 54,356 passengers and had passenger revenue of approximately US$17.91million and US$9.16million, respectively. We had a net loss of approximately $28.54million and negative cash flow from operating activities of approximately $8.81million for the year ended June30, 2023, and a net loss of approximately $14.89million and cash flow from operating activities of approximately $7.51million for the year ended June30, 2022. For the six months ended December31, 2023, we had a net loss of approximately $11.33million and negative cash flow from operating activities of approximately $2.24million, and for the six months ended December31, 2022, we had a net loss of approximately $12.61million and negative cash flow from operating activities of approximately $4.81million.

Our operations primarily focus on regional flights to Southeast Asia, as well as international flights to southern China cities and Beijing, China. As of December31, 2023, we operated seven flight routes consisting of three regional routes and four international routes, and the destinations consist of Bangkok (Thailand), Singapore, Ho Chi Minh City (Vietnam), Macau (SAR of China), Koror (Palau), Chengdu (China), Beijing (China), and Shenzhen (China). As of the date of this prospectus, the number of our passenger flight route increased to eleven since the tourist industry has gradually recovered from the COVID-19 pandemic. The new destinations consist of Sanya (China), Haikou (China), Chongqing (China), Nha Trang (Vietnam) and Kuala Lumpur (Malaysia).

In addition to commercial air services, we also provide air cargo services. Currently, our freight transport is limited to passenger belly cargo only which primarily comprises of non-hazardous e-commerce goods (such as fabrics). As of the date of this prospectus, we are in the process of obtaining permits to transport other goods as part of our air cargo service portfolio and plan to introduce dedicated freighter-planes for air cargo operations in the future.

Our corporate headquarters and principal base of operation are located in Phnom Penh, the capital city of Cambodia, which we believe stands as a pivotal transportation hub and serves as both the political and economic epicenter of the country. With the largest population in Cambodia, we believe Phnom Penh has an extensive network of existing flight routes, making this a natural choice for our headquarters.

As of the date of this prospectus, we have a fleet of six aircraft, consisting of Airbus A319 and A320 series airliners. As of the date of this prospectus the average age of our Airbus A319s and Airbus A320s is 15 years and 5 years, respectively.

We continually evaluate our network of domestic, regional and international routes in light of our operating profitability and efficiency. Our current flight routes are subject to approval by a number of regulatory authorities and government bodies including the Civil Aviation Authorities of Cambodia, Thailand, Singapore, Vietnam, Macau SAR and mainland China, as well as the Changi Airport Group, the Aeronautical Circular Civil Aviation Authority in Macau, and Palau government. Beginning in 2020, due to the COVID-19 pandemic and its negative impact on the air travel demand in domestic and international markets, as well as the various travel restrictions and border control measures implemented by government authorities of China and other countries, we made certain adjustments to our flight routes. The adjustments included temporarily suspending or reducing the number of flights on some of our pre-existing flight routes. After 2020, both our international and domestic routes were significantly affected well into 2022 and have been gradually recovering since the beginning of 2023.

4

As of the date of this prospectus, our aviation network is as follows:

Corporate Structure

Below is a chart illustrating our corporate structure after giving effect to this offering:

Competitive Strengths

We believe the following business strengths allow us to compete successfully:

•We maintain and operate one of the largest aviation networks in Cambodia.

•We strive to provide all passengers with excellent customer service.

•We have invested heavily in building our brand image and service recognition.

•We have an experienced and well-connected management team that is dedicated to growing our business.

5

Our Growth Strategy

We plan to expand our network to key destinations in the Asia-Pacific region.

Cambodia Airways plans to connect its services to major aviation hubs in the Asia-Pacific region by 2025, such as Hong Kong, Ho Chi Minh City, Seoul, Tokyo, and others, recognizing their significance as origins for travel to Cambodia and gateways to global destinations. By planning to strategically add these destinations, we aim to establish direct connections to Cambodia and enhance travel options for Cambodian residents while meeting growing passenger demands, particularly from business and leisure travelers. We believe this planned expansion will not only strengthen our network, but also position Cambodia Airways to be a key facilitator of global connectivity for passengers both traveling into and out of Cambodia.

We plan to continuously pursue partnership expansion and enhance our overall competitiveness.

Cambodia Airways focuses on partnership-driven growth, starting with Cambodia as its hub and expanding routes through alliances with similarly sized airlines. The Company aims to enhance global connectivity and foster continued competitiveness in the aviation market by seeking agreements with larger carriers such as Cathay Pacific and Singapore Airlines as we grow.

We plan to expand our fleet to include more new models.

To reduce costs and operational challenges, we plan to acquire new long-range narrow-body aircraft like the A320neo and A321LR (“long range”) to enable us to offer direct flights of up to 8-10 hours. Between 2026 and 2029, we plan to introduce two new passenger aircraft each year to expand our direct flight routes to the Middle East, North Asia and Australia. We also plan to introduce wide-body aircraft for business routes with lie-flat cabins, which we believe will enhance the airline’s brand and market presence while offering improved in-flight experiences for our passengers. This planned expansion aims to increase our efficiency and passenger comfort while diversifying services to meet evolving market demands and solidifying Cambodia Airways as a preferred choice for comfortable, convenient, and connected travel across various regional routes.

We plan to expand our cargo accommodations while offering more ancillary services.

We plan to expand and integrate cargo services by incorporating dedicated freighter aircraft while partially utilizing our commercial flight aircraft space for freight needs. Additionally, we plan to focus revenue sources from our commercial flights such as in-flight catering and exclusive airport lounge. Additionally, we aim to enhance our passengers premium travel experience and extend catering services to other carriers in Phnom Penh that foster mutually beneficial partnerships while diversifying our revenue streams. This expansion aligns with the airline’s mission to diversify its offerings, strengthen competitiveness, and foster collaborations that not only benefit the airline but also partner carriers and ancillary service providers.

Implication of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

•we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

•for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

•we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

•we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

6

•we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

•we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenues during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

•may 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, or “MD&A”;

•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”;

•are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

•are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

•are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

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

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

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Implication of Being a Controlled Company

We are and will remain, following this offering, to be a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We are and will be a “controlled company” as defined under the Nasdaq Stock Market Rules as our Chairman of the Board, Mr. Kong Hwa Ng indirectly owns and holds more than 50% of the voting right represented by our outstanding Class A ordinary shares and Class B ordinary shares. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

•an exemption from the rule that a majority of our board of directors must be independent directors;

•an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

•an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

7

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption after we complete this offering. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors after we complete this offering. (See “Risk Factors — Risks Relating to this Offering and the Trading Market — Because we are a “controlled company” as defined in the listing standards of Nasdaq, you may not have protection of certain corporate governance requirements which otherwise are required by Nasdaq’s rules”)

Additionally, pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq to comply fully with the Nasdaq listing standards. We do not plan to rely on the phase-in rules for newly listed companies and will comply fully with the Nasdaq listing standards at the time of listing.

Summaries of Risk Factors

Our business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this prospectus. We urge you to read “Risk Factors” and this prospectus in full. Our principal risks may be summarized as follows:

Risks Related to Our Business and Industry

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

•Substantial fluctuations in fuel costs or the unavailability of fuel could have an adverse effect on us.

•The Company is substantially dependent on discretionary air travel.

•Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenue and this may harm our ability to attain our strategic goals.

•The Company depends on regulatory approvals and licenses to operate in our existing markets and to gain access to new markets.

•We rely on third parties to provide us with facilities and services that are integral to our business operations, and suspension or expiration of these services could adversely affect our ability to run our operations.

•The Company will incur significant costs acquiring new aircraft and any instability in the credit and capital markets could negatively impact Cambodia Airways to obtain financing on acceptable terms.

•Any accident or sufficiently disruptive or dangerous incident involving any of our aircraft may adversely affect our reputation and business.

•Our operations are often affected by factors beyond our control, including long delays, cancellations, and other conditions, which could harm our business, financial condition, and results of operations.

•We could be adversely affected by expenses or stoppages associated with planned or unplanned maintenance on our aircraft, as well as any inability to obtain spare parts on time.

•We may suffer losses in the event of an accident involving our aircraft.

•We may be unable to maintain our culture and to retain and/or hire skilled personnel as our business grows, such as pilots, which could have an adverse impact on us.

•The airline industry is subject to increasingly stringent environmental regulations and non-compliance therewith may adversely affect us.

•Airline industry tends to experience adverse financial performance during general economic downturns.

•As we expand our business internationally, we will face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder our growth.

8

Risks Relating to this Offering and the Trading Market

•You will experience immediate and substantial dilution in the net tangible book value of Class A ordinary shares purchased.

•If a market for our Class A ordinary shares ever develops, the market price of our Class A ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

•Our management has broad discretion to determine how to use the funds raised in the initial public offering and may use them in ways that may not enhance our results of operations or the price of our Class A ordinary shares.

•There has been no prior public market for our Class A ordinary shares and an active trading market may never develop or be sustained.

Corporate Information

Our principal executive office is located at No.02, Russian Federation Blvd, Phum Kbal Damrey, Sangkat Ka Kab, Khan Por Senchey, Phnom Penh, Kingdom of Cambodia. The telephone number of our principal executive offices is +855 23901321. Our registered office in the Cayman Islands is located at Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006 Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 E 42nd St 18th Fl., New York, NY 10168. We maintain a website at https://www.cambodia-airways.com/. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website. It is included solely as an inactive textual reference.

9

THE OFFERING

Shares Offered by us	1,500,000 Class A ordinary shares
Ordinary shares issued and outstanding prior to completion of this offering	50,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares.
Ordinary shares issued and outstanding immediately after this offering	51,500,000 Class A ordinary shares and 10,000,000 Class B ordinary shares.
Voting Rights:	•Each Class A ordinary share entitles the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company. •Each Class B ordinary share entitles the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. •Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. •Mr. Kong Hwa Ng will beneficially own approximately 97.14% of the total voting power of our issued and outstanding share capital following the completion of this offering and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change in control transaction. •Class A ordinary shares are not convertible into Class B ordinary shares. •Class B ordinary shares are not convertible into Class A ordinary shares.
Lock-up:	We, each of our directors and executive officers and 5% or greater shareholders, have agreed, for a period of 180 days from the date of this prospectus, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any other securities convertible into or exercisable or exchangeable for ordinary shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares. Each of our directors, executive officers and certain shareholders, with respect to its ordinary shares sold in this offering, will enter into a lock-up agreement with the representative not to sell, transfer or dispose of any ordinary shares for a period of 180 days from the date of this prospectus. See “Securities Eligible for Future Sale” and “Underwriting.”

10

Listing:	We plan to list our Class A ordinary shares on the Nasdaq Capital Market. It is a condition to the closing of this offering that our Class A ordinary shares qualify for listing on a national securities exchange, though our application might not be approved, and this offering may not be completed.
Proposed Nasdaq Capital Market Symbol:	“CAKR”
Transfer Agent:	VStock Transfer, LLC
Risk Factors:	You should read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Class A ordinary shares.

11

RISK FACTORS

An investment in our securities carries a significant degree of risk. You should carefully consider the following risks before you decide to purchase the shares. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our Class A ordinary shares. Refer to “Special Note Regarding Forward-Looking Statements”.

We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Risks Related to our Business and Industry

Substantial fluctuations in fuel costs or the unavailability of fuel could have an adverse effect on us.

Historically, international and local fuel prices have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel expenses constitute a significant portion of our cost of revenues, accounting for 21.20% and 23.86% of our cost of revenues for the year ended June 30, 2023 and the six months ended December31, 2023, respectively. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for both home heating oil and gasoline. Events resulting from prolonged instability in the Middle East or other oil-producing regions, or the suspension of production by any significant producer, or member of The Organization of the Petroleum Exporting Countries (“OPEC”) may result in substantial price increases and/or make it difficult to obtain adequate supplies, which may adversely affect us. Natural disasters or other large, unexpected disrupting events in regions that normally consume significant amounts of other energy sources could have a similar effect. The price and future availability of fuel cannot be predicted with any degree of certainty, and significant increases in fuel prices may harm our business. Our hedging activities, if any in the future, may not be sufficient to protect us from fuel price increases, and we may not be able to adjust our fares adequately to protect us from this cost.

The Company’s earnings are affected by changes in the price of jet fuel. As of the date of this prospectus, the Company has not adopted any fuel price stabilizing instrument, and we have historically adjusted our ticket prices in response to fuel price fluctuations. However, as we expand our routes and presence, which could result in a higher demand for fuel distributors, we may adopt certain instruments such as swaps, options and collar contracts, and other fuel hedging mechanisms, which may also pose certain risks should the instrument fail to perform their intended purpose. For example, a fuel hedging agreement may enable us to lock in the cost of the jet fuel that we will consume in the future, but a decrease in fuel price can result in a lower fuel price than the guaranteed price, and we could be required to enter into alternative hedging or pay higher prices, which will adversely affect our business operations and financial condition.

We are substantially dependent on discretionary air travel.

Because a substantial portion of airline travel (both business and personal) is discretionary and because Cambodia Airways is substantially dependent on discretionary air travel, any prolonged general reduction in airline passenger traffic could have a material adverse effect on the Company’s profitability or financial condition. Similarly, any significant increase in expenses related to security, insurance or related costs of flying commercially could have a material adverse effect on the Company’s profitability or financial condition. As a consequence, any future aircraft safety, changes in public opinion regarding the safety or environmental impacts of air travel, terrorist attacks or unrest in the surrounding Asian region, or elsewhere, or any related economic downturn may have a material adverse effect on demand for air travel and thus on our business, operating results, and financial condition.

12

We and the airline industry in general are particularly sensitive to changes in macroeconomic conditions and continued negative economic conditions that would likely continue to adversely affect us and our ability to obtain financing on acceptable terms.

Our operations and the airline industry in general are particularly sensitive to changes in macroeconomic conditions. Unfavorable economic conditions, such as high unemployment rates, a constrained credit market, low or negative global GDP growth, unfavorable exchange rates and increased business operating expenses, can reduce global spending for both leisure and business travel. Unfavorable economic conditions can also impact our ability to raise fares to counteract increases in fuel, labor, and other expenses.

Any increasingly unfavorable economic environment would likely adversely affect us. In addition, a significant instability of the credit, capital and financial markets, could result in increasing our borrowing costs and adversely affect us. We may not be able to continue to obtain financing on terms attractive to us, or at all. To the extent we cannot obtain such financing on acceptable terms or at all, we may be required to modify our aircraft acquisition plans or incur higher than anticipated financing costs, which would adversely affect us and our growth strategy. These factors could also adversely affect our ability to obtain financing on acceptable terms and our liquidity in general which in turn would adversely affect our business, operating results, and financial condition.

Because the airline industry is characterized by high fixed costs and relatively elastic revenues, airlines cannot quickly reduce their costs to respond to shortfalls in expected revenue and this may harm our ability to attain our strategic goals.

The airline industry is characterized by low gross profit margins; high fixed costs, such as aircraft ownership and leasing, headquarters facility and personnel, information technology system license costs, training and insurance expenses; and revenues that generally exhibit substantially greater elasticity than costs. The operating costs of each flight do not vary significantly with the number of passengers flown and, therefore, a relatively small change in the number of passengers, fare pricing or traffic mix could have a significant effect on operating and financial results.

We expect to incur additional fixed costs, including contractual debt as we lease or acquire new aircraft and other equipment to implement our growth strategy or other purposes. We do not have any outstanding aircraft orders as of the date of this prospectus.

As a function of our fixed costs, we may (i) have limited ability to obtain additional financing, (ii) be required to dedicate a significant part of our cash flow to fixed costs resulting from operating leases and debt for aircraft, (iii) incur higher interest or leasing expenses for the event that interest rates increase or (iv) have a limited ability to plan for, or react to, changes in our businesses, the civil aviation sector generally and overall macroeconomic conditions. In addition, volatility in global financial markets may make it difficult for us to obtain financing to manage our fixed costs on favorable terms or at all.

As a result of the foregoing, we may be unable to quickly adjust our fixed costs in response to changes in our revenues. A shortfall from expected revenue levels could have a material adverse effect on us and our financial results.

We depend on regulatory approvals and licenses to operate in our existing markets and to gain access to new markets.

We require certain approvals, licenses, registrations and permissions to operate our business, and we must comply with all regulations applicable to the operation of our business in order to retain those approvals, licenses, registrations and permissions. We have no control over the regulations that apply to our business and there can be no assurance that we will obtain all the necessary approvals and licenses for our business operations. If we fail to obtain any of these approvals or licenses or renewals thereof in a timely manner or at all, our business could be adversely affected. Further, if we fail to comply with applicable regulations, we may be subject to corrective measures and monitoring by the relevant governmental bodies in order to maintain our licenses and approvals, or we may lose our licenses and approvals, either of which may have a material adverse effect on our business operations.

We are required to hold an AOC which is granted, and is subject to conditions imposed by the SSCA. Our AOC is valid for a prescribed period following which an application for renewal has to be made. Our current AOC was issued on July 4, 2023 and is subject to renewal at least 60 days before its expiry on July 4, 2024. There can be no assurance that a new AOC will be granted to us upon the expiry of the current AOC, without which we will not be able to operate air services.

13

For each route we operate, we are required to hold the requisite licenses, permits and approvals from the countries to and over which we fly. The validity of each license, permit or approval varies by country. If any license, permit or approval is revoked or not renewed upon its expiry or if such renewal is on less favorable terms, we may not be able to operate on the affected route or may have to operate at a reduced frequency. In addition, the actions of the Cambodian authorities responsible for overseeing Cambodian airlines and other third parties that we have no control over may adversely affect us. Please refer to page 87 for further details on the regulations that apply to us and our major licenses, permits and approvals.

The airline industry is a highly regulated industry that may require us to incur significant costs for compliance with existing and new regulations and policies.

Safety, environmental and similar regulations impose significant requirements and compliance costs on the Company’s business. For example, in order for Cambodia Airways to maintain its AOC(s), it has to comply with regulations in Cambodia and countries in which its routes reach. These regulations deal mainly with safety issues from aircraft airworthiness to training of crew. Governments across the world have also become more active in regulatory intervention on issues ranging from environmental protection to anti-corruption and consumer welfare. In light of the COVID-19 pandemic, there is no assurance that governments will not impose additional regulations on airlines to address public health management concerns. In some instances, Governments may also adopt restrictive policies with respect to the issuance of certain permits and approvals. Changes in such regulations and policies, or the administration of such regulations and policies, could have an adverse impact on the Company’s business by increasing costs, impeding normal service, and restricting market access. In addition, such laws and regulations and policies may be ambiguous and their interpretations and applications may potentially be detrimental to the Company. In the event that the Company does not fully comply with such laws and regulations and policies in the conduct of its business or operations, there can be no assurance that any such non-compliance would not have a material and adverse effect on the Company’s business, operational results, financial position, performance or prospects.

Utilizing aircraft poses considerable risks of impairment in the value of our aircraft fleets.

When acquiring a new aircraft, the Company generally enters into an agreement with the manufacturer to purchase the aircraft. As the financing decision is typically made prior to the expected delivery of the aircraft, the Company can therefore be exposed to fluctuations in the secondary market for its aircraft.

In addition, a large number of similar aircraft brought on the market for sale within a short period of time may result in significant downward pressure on market prices for those same aircraft, because the supply could become disproportionate to the existing demand. In addition, the lingering impact of the COVID-19 pandemic has resulted in a significant slowdown in aircraft acquisitions, and demand for aircraft is likely to remain subdued as long as the COVID-19 pandemic and its aftermath persists. The financial distress caused to commercial airlines by the pandemic also created an elevated risk that many airlines or leasing operators simultaneously attempted to sell parts of their fleet, either to boost their liquidity or attempt to better match supply with demand.

Further, there could be attempts to liquidate aircraft fleets following airline bankruptcies, if any which would further push down prices in the secondary aircraft market. A decrease in the secondary market prices is likely to involve material risks for the Company, especially to the extent that the Company wishes or needs to rely on the sales proceeds of its aircraft to discharge debts relating to the financing of other aircraft or other business-related debts. As of the date of this prospectus, we own all five of our aircraft. However, we cannot guarantee that future leasing or financing activities will not impact our liquidity should we decide to enter the secondary aircraft market.

Any decrease in the value of our aircraft could also have an adverse effect on the Company’s financial position, should the carrying value of any of the aircraft be impaired due to the difference in the carrying value and the recoverable amount of such aircraft. In accordance with Cambodia Financial Reporting Standards (International), the carrying value of fixed assets — such as aircraft, is subject to periodic depreciation and is reviewed for impairment whenever there is an indication that their carrying values could exceed their recoverable amount. As a result of such tests, the Company is likely to be required to recognize an impairment loss in its income statement due to the sale of one of its aircraft should the carrying value of the assets be in excess of their recoverable amount. Factors that could trigger an impairment of assets include, but are not limited to, changes in the market valuation of a used aircraft, possible future underperformance of the Company’s business relative to projected future operating results and cash flows, negative

14

industry or macroeconomic developments as well as changes in discount rates or applicable tax rate. The recognition of any impairment losses will generally have a material adverse effect on our business, results of operations and financial condition.

Restrictions on access to airport facilities and services or increases in such airport facilities may have a material effect our financial position due to services-related costs which represent a significant part of our operating costs.

The Company is dependent on the quantity and quality of airport infrastructure for its current operations and for its anticipated future expansion, because we have to compete with other airlines for the availability of terminal space, time slots and aircraft parking, all of which are critical to our operations.

In line with our business expansion plans, we will require additional support equipment and ground and maintenance facilities, including gates and hangars, at the various airports in which we currently and plan to operate. For efficiency in our operations and overall profitability, such equipment and facilities must be available in a reliable and timely manner. There can be no assurance that such equipment and facilities will be available or reliable in the future.

In addition, there can be no assurance of our ability to lease, acquire or access airport facilities or services on commercially acceptable terms and at preferred times to support our growth and expansion plans, and the lack of any of these facilities or services may have a material adverse effect on our business operations and financial results. In addition, airport charges are determined by the respective airports or authorities, and we are unable to predict the factors that may affect any change to such charges.

Furthermore, air traffic control, airport, transit and take-off and landing fees, as well as security charges represent a significant part of our operating costs. There is no assurance that such costs will not continue to increase or that we will not incur new costs in Cambodia or elsewhere. We may be required to incur such costs even when capacity is significantly reduced. New costs could arise if, for example, airport, noise or landing charges and fees were to be levied based on new or existing environmental criteria such as aircraft noise or emission levels, or if airlines were forced to assume additional security responsibilities. Furthermore, it is possible that security regulations worldwide could be further tightened, particularly if terrorist attacks occur, and that security charges or other costs arising from security measures at airports around the world, could increase further.

If we are unable to pass any increases in charges, fees or other costs on to its customers, these increases could have a material and adverse effect on our business, operational results, financial position, performance or prospects.

We rely on third parties to provide us with facilities management and services that are integral to our business operations, and suspension or expiration of these services could adversely affect our ability to run our operations.

We have entered into agreements with third-party contractors and operators to provide certain facilities and services required for our operations at various airports at which we operate. These include, but are not limited to, agreements for aircraft maintenance, ground handling, refueling services, airport facilities management, information and communication technology services, catering and administrative and support services. We expect to enter into similar contractual arrangements in any new markets into which we decide to penetrate.

There can be no assurance of the reliability of these third parties, and the suspension or expiration of these contracts or any inability to renew them or negotiate contracts with other providers at comparable rates could adversely affect our ability to run our operations. Our reliance on others to provide essential services for us also gives us less control over certain costs and the efficiency, timeliness and quality of such services provided.

We heavily depend on our skilled personnel, especially our senior professional managers, key management staff in the airlines industry and flight crew.

The successful implementation of our strategy is dependent on its ability to retain a talented and motivated team of senior professional managers and key management staff in order to instill a strong employer brand that may attract new talent. The inability of the Company to hire and retain talent in critical positions may materially and adversely affect the Company’s business and operations, including growth prospects.

15

The Company’s business requires it to employ highly skilled, dedicated and efficient pilots, cabin crew and other ground staff for its operations. From time to time, the airline industry has experienced a shortage of skilled personnel. The Company competes against many of its regional and international counterpart-airlines for these highly skilled personnel. If the Company is unable to hire, train and retain qualified employees, the Company’s business and operations may be materially and adversely affected.

Because the Company is based in Cambodia, it is obliged to comply with labor laws and regulations in Cambodia which, among other things, permit shop-steward election, collective bargaining arrangements, and unionization of staff. Maintaining a collaborative relationship between management, staff and unions is vital in ensuring that the Company’s strategies and objectives are met. Labor disputes may potentially cause adverse effects on its business, operational results, financial position, performance or prospects.

We may enter into joint ventures to establish strategic alliances which may expose us to certain risks.

From time to time, we may enter into joint ventures to establish strategic alliances and may incur obligations and liabilities as a result. Such obligations and liabilities may continue notwithstanding the termination, or disposal by the Company of its interest in, the joint venture. Disagreements may occur between the Company and a joint venture partner regarding the business and operations of the joint venture which may not be resolved amicably. In addition, a joint venture partner of the Company may:

(a)have economic or business interests or goals that are not aligned with those of the Company;

(b)take actions contrary to the Company’s instructions, requests, policies or objectives;

(c)be unable or unwilling to fulfil their obligations;

(d)have financial difficulties;

(e)have disputes with the Company as to the scope of their responsibilities and obligations; or

(f)be involved in incidents of non-compliance with regulatory requirements, resulting in an adverse impact to the reputation of the joint venture.

If a one of our joint venture partners (i) is unable to fulfil its contractual obligations or (ii) experiences a decline in creditworthiness, the performance of our joint venture entity may be materially and adversely affected which in turn may materially and adversely affect our business, operational results, financial position, performance or prospects. In the event that a joint venture’s performance is materially and adversely affected, there is no assurance that we will not be required to write-down the value of our investments in such joint venture.

In addition, a joint venture may also request further injection of capital from us and our joint venture partners. In the event that we do participate in such capital injection by way of equity, you may experience a dilution of your shareholding interest.

We may not be successful in implementing our future growth strategy plans.

Our growth strategy involves expanding our market share by increasing the frequency of our flights to the markets we currently serve, as well as increasing the number of markets we serve. Our ability to increase our flight frequencies and in turn our market share depends on our ability to (i) obtain additional or new air traffic rights to airports situated within the targeted markets and our ability to establish new hub operations, and (ii) identify strategic routes in such markets for which such air traffic rights would be obtained. Any restriction or delay in our ability to obtain such air traffic rights and suitable time slots, or fly those routes and achieve those desired frequencies could have a material adverse effect on our growth strategy. Our growth strategy also depends on our ability to obtain additional or new aircraft and the timely delivery of such aircraft, as well as on our ability to obtain adequate financing on reasonable terms for the acquisition of additional or new aircraft.

The introduction of new routes or new hubs may not be successful, in which case those routes or hubs may need to be discontinued, such as those described in the “Business” section starting on page 71. Failure to ensure the commercial viability of our business expansion and growth may result in expenses being incurred without a corresponding increase

16

in revenue. The markets which we intend to serve in the future may be in countries where we have limited operating experience. The operation of our business in these markets may present operating, financial and legal challenges which are significantly different from those that we currently encounter in our existing markets or to which we are accustomed.

Our position in the market will also depend upon the effectiveness of our marketing strategies and business development initiatives, as well as our ability to anticipate and respond to various competitive factors affecting the industry. This may include our ability to address the pricing strategies of competitors, cope with rising fuel prices, provide high quality and reliable services at low fares, successfully enter into new markets, order and obtain aircraft that best suit our strategy, maintain adequate control of our expenses, maintain high aircraft utilization and load factors so as to bring down unit costs, attract, train, retain and motivate qualified personnel, swiftly respond to customer and market demands, and maintain the safety of our operations. Any failure by us to effectively compete, whether in terms of pricing, quality of services or otherwise, could have a significant adverse effect on the results of our business, operations and financial position.

Because we strive to expand our operations in the foreseeable future, our ability to successfully manage our operational, financial and management of information systems and resources is essential. Any expansion of our business operations and increase in flight frequencies may put a strain on these information systems and resources which could lead to a point where those information systems are no longer adequate to support our business operations or may result in disruptions to our business operations.

As described in the foregoing, the Company’s future plans involve numerous uncertainties and risks. These include, but are not limited to, (a) our success in entering into and developing new businesses which may be complementary, or which may add value to our business; or (b) our fleet renewal program involving the investment in new-generation aircraft (both as a replacement for the existing fleet and for growth) to provide an enhanced travel experience to customers and which will provide better operating efficiency and lower emissions. Such plans may require substantial capital expenditure, working capital requirements and additional financial resources and commitments.

There is no assurance that the above plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs, or the ability to generate any cost savings, operational efficiencies and/or productivity improvements to its operations. There is also no assurance of our success in establishing new markets or expanding our current market share, and any failure to do so would harm our business operations, financial position, profitability and growth prospects.

The successful execution of our strategy is partly dependent on the maintenance of a high daily aircraft utilization rate, making us especially vulnerable to delays.

In order to successfully execute our strategy, we need to maintain a high daily aircraft utilization rate. Achieving high aircraft utilization allows us to maximize the amount of revenue that we generate from each aircraft and dilute fixed costs. High daily aircraft utilization is achieved, in part, by reducing turnaround times at airports and developing schedules that enable us to fly more hours on average per day. Our aircraft utilization rate could be adversely affected by a number of factors that we cannot control, including air traffic and airport congestion, interruptions in the service provided by air traffic controllers, adverse weather conditions and delays by third-party service providers in respect of matters such as fueling and ground handling. Such delays could result in a disruption in our operating performance, leading to lower daily aircraft utilization rates and customer dissatisfaction due to any resulting delays or missed connections, which could adversely affect us.

Any expansion of our business activities will require us to incur additional costs and expenses and we ultimately may be unsuccessful in generating a profit from any such new activities, potentially adversely affecting us.

We intend to expand our business activities through additional products and services if we believe this expansion will increase our profitability or our influence in the markets in which we operate. As part of our growth strategy, we plan to acquire additional aircraft periodically in the future, including different types of aircraft than the models we currently operate or have operated in the past, and enter into commitments for additional aircraft based on our expectations of increased traffic given the significant time frames for ordering and taking delivery of these assets. We cannot assure you that we will be able to successfully operate these new aircraft and maintain our historical operating performance.

17

As the international and domestic markets develop and expand in Cambodia and the Asia Pacific region, our expansion may also include additional acquisitions of existing service-related businesses, aircraft hangars and other assets that are complementary to our core business and responsive to our perceived need to compete with our competitors. There can be no assurances that our plans to expand our business will be successful given a number of factors, including the need for regulatory approvals, additional facilities or authorizations, personnel and insurance. These new activities may require us to incur material costs and expenses, including capital expenditures, increased personnel, training, advertising, maintenance and fuel costs, as well as costs related to management oversight of any new or expanded activities. We may also incur additional significant costs related to integration of these assets and activities into our existing businesses and require significant ancillary expenditures for systems integration and expansion, financial modeling and development of pricing, traffic monitoring and other management tools designed to help achieve profitability from these new assets and activities.

Any expansion of our activities, change in management oversight and related costs may affect our results and financial condition until we are able to generate a profit from these new activities. Given the current and expected competitive landscape in the airline industry in general and in particular in the Asia Pacific area, as well as other market factors and conditions, it is possible that there may be a significant period before we are able to generate profits relating to any such new or our existing activities and our overall business, and in certain circumstances we may never turn a profit at all, in each case potentially adversely affecting us.

Cambodia Airways’ continued growth is dependent upon its ability to acquire additional aircraft to meet additional capacity needs and to replace older aircraft. We expect to achieve an annual acquisition of two aircraft consisting of A320ceo or A321neo models in the next five years. There can be no assurance that this planned expansion will not outpace the growth of passenger traffic on Cambodia Airway’s routes or that traffic growth will not prove to be greater than the expanded fleet can accommodate. In either case, such developments could have a material adverse effect on the Company’s business, results of operations and financial condition.

Our operations are dependent on its aircraft, equipment, information technology systems and other assets, which are subject to failure risks.

Our operations generally result in the normal wear and tear of our aircraft. The Company’s equipment, internet technology (“IT”) systems and other assets may also break down. Consequently, the Company’s aircraft, equipment, IT systems and other assets used in its operations periodically require downtime for repairs and maintenance. If the frequency of or time required for such repairs and maintenance exceeds the scheduled period, the Company’s operations and financial performance may be adversely affected.

In general, the cost of maintaining an aircraft in good operating condition increases with the age of the aircraft. As the Company’s aircraft fleet ages, the Company will incur increased maintenance costs. Older aircraft cost more to maintain because they have sustained more wear and tear over time.

In addition, if any extraordinary or extensive repairs to the Company’s aircraft, equipment, IT systems or other assets are required, due to any catastrophic event or otherwise, the Company’s aircraft, equipment, IT systems or other assets would not be available for use or deployment. While insurance proceeds may cover the costs associated with such repairs, they would only compensate for the loss of use of some of the assets to a limited degree. In the event of any such extraordinary or extensive repairs, the Company’s operations could experience major disruptions. The Company’s aircraft may also not be available for use or deployment in the event that there is a regulatory suspension of operation of certain aircraft.

Furthermore, the Company is dependent on its IT systems and third-party telecommunications systems, including websites, reservations, departure control, operational systems, online booking and revenue management systems, to provide integrated services to its customers. The provision of the Company’s services depends on the stability of its IT systems, and the external infrastructure network and systems of its third-party providers. Both the IT systems and the external infrastructure network and systems may be vulnerable to damages or interruptions in operation due to fires, power losses, telecommunications systems failures, break-ins (whether physical or into its systems), compromises in internal controls, fraudulent activities, computer viruses, the failure of security measures or back-up systems, or other events beyond the Company’s control.

18

We have a history of losses, operating losses and negative cash flow from operating activities, and we may continue to incur losses and operating losses, and experience negative cash flow from operating activities, in the future.

We have incurred significant losses and negative cash flow from operating activities since our inception. In 2023, we had negative cash flow from operating activities of $8,811,392. We cannot assure you that we will be able to generate profits, operating profits or positive cash flow from operating activities in the future or that we will be able to continue to obtain financing on acceptable terms or at all. Our ability to achieve profitability and positive cash flow from operating activities will depend on a mix of factors, some of which are beyond our control, including our ability to grow and retain our buyer and seller base, our ability to secure favorable commercial terms from suppliers, our ability to spot trends in the e-commerce industry, accurately perceive our customers’ demands, and manage our product mix accordingly and our ability to expand our new lines of business and offer value-added services with higher profit margins. In addition, we intend to continue to invest heavily in the foreseeable future in order to grow our business in the Asia Pacific e-commerce market. As a result, we believe that we may continue to incur losses for some time in the future.

Our combined financial statements do not include any adjustments that might take place if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment. Although we plan to attempt to raise additional capital through one or more private placements or public offerings, the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to operate our business.

We have a limited operating history as a full-service regional carrier, and it may be difficult to evaluate our future results based on our past performance.

We commenced operations as full-service regional carrier in 2018. As such, it is difficult to evaluate our future prospects because of our limited operating history as a full-service regional carrier. Our prospects are uncertain and must be considered in light of the risks, uncertainties and difficulties frequently encountered by companies during the early stages of operations. Any difficulties in implementing our strategies or any failure to effectively organize and supervise operations may negatively affect our business operations and financial results.

Any accident or sufficiently disruptive or dangerous incident involving any of our aircraft may adversely affect our reputation and business.

If any of our aircraft are lost or damaged due to either an accident or a sufficiently disruptive or dangerous incident, we would be exposed to potentially significant losses due to required repairs or replacements of the affected aircraft, as well as the temporary or permanent loss of use of that aircraft. We would also be exposed to potential claims if such incidents involve passenger injuries or fatalities. Events such as adverse weather conditions and natural disasters, bird strikes, technical breakdowns and human errors or sabotage are unpredictable and there can be no assurance that our aircraft will not be involved in any such events.

In addition to these direct losses due to any of the above incidents affecting our aircraft could create a negative public perception of the quality of our airline’s safety practices regardless of whether such events were in our control or not. This negative perception could have a material adverse effect on our reputation and our business operations.

Our failure to safeguard private and confidential information of our customers and protect our network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.

Our business generates and processes a large quantity of data due to the digital nature of the commercial airlines industry. An important challenge to the digitization of the commercial airline industry in general, is the safekeeping and secure transmission of private and confidential information over public networks. We maintain a large database of confidential and private information as a result of customers booking services and inputting payment and contact information online. In addition, we accept a variety of payment methods such as major credit cards networks, bank transfers and third-party payment service providers, and online payments are settled through third-party online payment services. Maintaining complete security for the storage and transmission of confidential information in our system presents us with significant challenges.

19

Advances in technology and the sophistication of cyber-attackers, new discoveries in cryptography or other developments could result in a compromise or breach of the technology that we use to protect confidential information, which could lead to third parties illegally obtaining private and confidential information we hold. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining such confidential or private information we hold with respect to our customers on our platform. Such individuals or entities obtaining confidential or private information may further engage in various other illegal activities using such information.

In addition, we have limited control or influence over the security policies or measures adopted by third-party providers of online payment services through which our customers may elect to make or accept payments. Any negative publicity on our mobile application’s safety or privacy protection mechanisms and policies, and any claims asserted against us, or fines imposed upon it as a result of actual or perceived failures, could have a material and adverse effect on our public image, reputation, financial condition and results of operations. Any compromise of our information security, or the information security measures of our contracted third-party couriers or third-party online payment service providers, could have a material and adverse effect on our reputation, business, prospects, financial condition and results of operations.

Significant capital, managerial resources and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by cyber-attackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims. Any perception by the public that e-commerce or the privacy of customer information is becoming increasingly unsafe or vulnerable to attacks could inhibit the growth of online luxury retail and other online services generally, which could have a material and adverse effect on our financial condition and results of operations.

Practices regarding the collection, use, storage and transmission of personal information by companies operating over the internet and mobile platforms have recently come under increased public scrutiny in the various jurisdictions in which we and our subsidiaries operate. In addition to already existing stringent laws and regulations in such jurisdictions applicable to the solicitation, collection, processing, sharing or use of personal or consumer information, we may become subject to newly enacted laws and regulations that could affect how we store, process and share data with our customers, suppliers and third-party sellers. Compliance with any additional laws could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.

We may face disruption in our information technology systems or internet networks.

Our cybersecurity measures may not detect or prevent all attempts to compromise its IT systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by its IT systems or that the Company otherwise maintains.

Breaches of the Company’s cybersecurity measures could result in unauthorized access to its IT and other systems, misappropriation of information or data (including personal data), deletion or modification of client information, or a denial-of-service or other interruption to its business operations. While the Company has its own IT recovery and business continuity plans in place, any disruption in its IT systems may result in the loss of important data and ticket sales, increased costs, and may materially and adversely affect its reputation and business.

Moreover, the Company relies heavily on the internet. While Cambodia’s internet network infrastructure remains unstable despite the government’s effort to modernize the country, issues such as power outages and fiber cuts may disrupt services in telecommunication. Any disruption in internet networks could prevent or deter our passengers from using the internet to book our services. Such disruption in turn may adversely affect the Company’s business, operational results, financial position, performance or prospects.

20

We significantly depend on automated systems and any breakdown, hacking or changes in these systems may adversely affect us.

We depend on automated systems to operate our business, including our sales system, automated seat reservation system, fleet and network management system, telecommunications system and website. Significant or repeated breakdowns of our automated systems may impede our passengers and travel agencies’ access to our products and services, which may cause them to purchase tickets from our competitors, adversely affecting our net revenues. Our website and ticket sales system must accommodate a high volume of traffic and deliver important flight information. Substantial or repeated website, ticket sales, scheduling or telecommunication systems failures could reduce the attractiveness of our services and could cause our customers to purchase tickets from competitors. Any interruption in these systems or their underlying infrastructure could result in the loss of important data, increase our expenses and generally harm us.

These interruptions may include but are not limited to computer hackings, computer viruses, worms or other disruptive software, or other malicious activities. In particular, both unsuccessful and successful cyber-attacks on companies have increased in frequency, scope and potential harm in recent years. The costs associated with a major cyber-attack could include expensive incentives offered to existing customers to retain their business, increased expenditures on cyber security measures, lost revenues from business interruption, litigation and damage to our reputation. In addition, if we fail to prevent the theft of valuable information, or protect the privacy of customer and employee confidential data against breaches of network or IT security, it could result in damage to our reputation, which could adversely impact customer and investor confidence. We may also implement certain changes to our systems that may result in breakdowns, reduced sales, fleet and network mismanagement or telecommunications interruptions, all of which would negatively affect us. Furthermore, the compromise of our technology systems resulting in the loss, disclosure, misappropriation of, or access to, customers’, employees’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information or disruption to our operations. Any of these occurrences could result in a material adverse effect on us.

We, our reputation, and the price of our Class A ordinary shares could be adversely affected by events outside of our control.

Accidents or incidents involving our aircraft could involve significant claims by injured passengers and others, as well as significant costs related to the repair or replacement of a damaged aircraft and its temporary or permanent loss from service. The amount of liability insurance we maintain may not be adequate and we may be forced to bear substantial losses in the event of an accident. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident involving our aircraft, even if fully insured, or the aircraft of any major airline could cause negative public perceptions about us, our aircraft or the air transport system, due to safety concerns or other problems, whether real or perceived, which would harm our reputation, financial results and the market price of our Class A ordinary shares.

We may also be affected by other events that affect travel behavior or increase costs, such as the potential of epidemics or acts of terrorism. These events are outside of our control and may affect us even if occurring in markets where we do not operate and/or in connection with other airlines. Any future terrorist attacks or threats of attacks, whether or not involving commercial aircraft, any increase in hostilities relating to reprisals against terrorist organizations, including an escalation of military involvement in the Middle East, or otherwise and any related economic impact, could result in decreased passenger traffic and materially and adversely affect us.

Outbreaks or potential outbreaks of diseases, such as the Zika virus, Ebola, avian flu, foot-and-mouth disease, swine flu, Middle East Respiratory Syndrome, or MERS, and Severe Acute Respiratory Syndrome, or SARS, and the more recent COVID-19, could have an adverse impact on global air travel. Any outbreak of a disease that affects travel behavior could have a material adverse impact on us and the price of shares of companies in the worldwide airline industry, including Class A ordinary shares. Outbreaks of disease could also result in quarantines of our personnel or an inability to access facilities or our aircraft, which would harm us, our reputation, and the price of our Class A ordinary shares.

21

We rely on commercial banks and third-party online payment service providers for payment processing on our platform. If these payment services are restricted or curtailed in any way or become unavailable to us or our buyers for any reason, our business may be materially and adversely affected.

All online payments for services offered by us are settled through third-party online payment service providers. Our business depends on the billing, payment and escrow systems of these payment service providers to maintain accurate records of payments of sales proceeds by buyers and collect such payments. If the quality, utility, convenience or attractiveness of these payment processing and escrow services declines, or we have to change the pattern of using these payment services for any reason, the attractiveness of our platform could be materially and adversely affected.

Businesses involving online payment services are subject to a number of risks that could materially and adversely affect third-party online payment service providers’ ability to provide payment processing and escrow services to us, including:

•dissatisfaction with these online payment services or decreased use of their services by customers;

•increasing competition, including from other established internet companies, payment service providers and companies engaged in other financial technology services;

•changes to rules or practices applicable to payment systems that link to third-party online payment service providers;

•breach of buyers’ personal information and concerns over the use and security of information collected from buyers;

•service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes;

•increasing costs to third-party online payment service providers, including fees charged by banks to process transactions through online payment channels, which would also increase our costs of revenues; and

•failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.

Certain commercial banks may impose limits on the amounts that may be transferred by automated payment from buyers’ bank accounts to their linked accounts with third-party online payment services. We cannot predict whether these and any additional restrictions that could be put in place would have a material adverse effect on our platform.

We have a high debt to asset ratio, which may put us at high risk of default on our loans.

As of December31, 2023 and June30, 2023, we had $64,057,425 and $60,026,728 in total liabilities respectively and $142,829,116 and $150,129,028 in total assets, respectively. We also have unsecured loan in the amount of $44,322,297 and $41,524,516 as of December31, 2023 and June30, 2023, respectively. Therefore, we have a high debt to asset ratio, which may put us at high risk of default on our loans under certain circumstances. If we default on our loans, we will be subject to penalties pursuant to our agreements and our business and financial condition will be materially adversely affected. In that event, our shareholders would likely experience a loss of most of or all of their investment.

We do not have full insurance coverage for certain operational, business or financial related risks, and may not be able to obtain insurance coverage on commercially reasonable terms.

Operating an airline involves many risks and hazards. The availability of insurance is fundamental to our operations and crucial to risk management. However, insurance coverage is generally not available or prohibitively expensive for certain risks, and certain aviation-related insurance may become unavailable only for reduced amounts of coverage that are insufficient to comply with the levels of coverage required by aircraft lessors or applicable government regulations. If we are unable to obtain the requisite insurance coverage, we would not be able to operate such aircraft and/or routes.

22

Furthermore, with respect to government regulations, certain air service licenses issued by the relevant government authorities have made it a condition in the licenses for our Company to obtain specific insurance.

In line with industry practice, certain business and financial risks are left uninsured when insurance coverage is generally unavailable. These include risks such as business interruptions, loss of profit or revenue as well as mechanical breakdowns. Any inability on our part to obtain operational, business or financial related insurance, whether on commercially acceptable terms or at all, for general operations or specific assets, would have a material adverse effect on our business operations and financial performance.

To the extent that any uninsured risks materialize, it could cause a substantial increase in our insurance premiums and detrimentally affect our operating results and financial performance. For example, in the event of terrorist attacks, hijackings, aircraft crashes or other events that generally adversely affect the airline industry, there is a risk that aviation insurers will further increase their premiums or reduce the availability of insurance coverage.

There can be no assurance that our insurance coverage will cover any or all actual losses incurred during our operations. If actual losses incurred by us for any event exceed the insured amount under our insurance policies, we may have to bear substantial losses which would have a material adverse effect on our business or financial results.

We may be subject to litigation.

Our operations involve inherent risks to both persons and property. For example, an aviation accident could result in the loss of life and/or the loss of cargo. Defending private actions can be costly and time-consuming. If a judgment against the Company were to be rendered, the Company may be exposed to substantial financial liabilities, which may not be covered or adequately covered by insurance.

Due to litigation risk, we are also exposed to liability arising from the normal operations of our airline business. To meet the cost of such contingencies, the Company is presently insured against liability towards passengers and third parties arising in connection with the operation of its aircraft, but there is no assurance that all such liabilities are covered or adequately covered by insurance.

Additionally, accident involving an aircraft that we operate could expose us to additional repair or replacement expenses, temporary or permanent losses from the disruption of services and significant tort liabilities. Although we believe that we currently maintain liability insurance in amounts and of the types generally consistent with industry practice, the amounts of such coverage may not be adequate to fully cover the costs related to the accident or incident, which could result in a material adverse effect on our results of operations and financial condition. In addition, such an aircraft accident could create a public perception that our operations are not as safe or reliable as those of other airlines, which could harm our competitive position and cause a decrease in our operating revenue. Moreover, a major accident involving the aircraft of any of our competitors may adversely affect the public perception generally of the airline industry, reduce demand for air travel and/or lead to further regulation and costs imposed on the airline industry generally, which would adversely affect our results of operations and financial condition.

Tax regulations in Cambodia could expose us to tax liability risks.

The tax authorities in Cambodia regularly conduct a tax auditing process in order to assess whether the calculation, declaration, and tax payment by Cambodian companies are accurate and in accordance with the law and regulations on taxation. In case any violation is found by tax authorities in Cambodia, the Cambodian taxpayer must pay for tax reassessment, additional tax, interest and/or penalties at which the amount to be paid shall be determined based on different levels of violation. As Cambodia adopts the self-declaration regime, Cambodian taxpayers are required to self-assess the amount of tax applicable to them for declaration and payment to the tax authority. Such self-assessment may result in inaccuracy or error which may be subject to a tax audit in the future.

We are exposed to business risks arising from our overseas business operations.

As of the date of this prospectus, our Company operates businesses in various countries in Asia. We are exposed to business risk arising from our overseas business operations given the different business conditions and regulatory environments in other countries such as, amongst others, their local economic and political conditions, government regulations (such as regulation of our product and service offerings and of competition), applicable legal and tax

23

legislations, business licensing or certification requirements, credit environment and foreign exchange rules. If we fail to fully understand the local environment of our overseas business ventures, it may cause us to make decisions which may lead to a negative outcome.

In addition, our foreign businesses expose our business to foreign exchange rate risks. Any unfavorable fluctuations in the foreign exchange rate may have a material and adverse effect on our financial performance. Further details of the foreign exchange risks are highlighted in the section entitled “Regulations” of this prospectus.

Further, we have entered into strategic collaborations/partnerships with third parties in our overseas business operations. As with all collaborations/partnerships, significant deteriorations in our relationship with our partners may potentially result in the termination of such arrangements. No assurance can be given that our collaboration/ partnerships overseas can or will be sustained in the long term. In addition, our ability to enter into a collaboration/ partnership with a suitable partner for our future overseas business ventures (when the need arises) may affect our Company’s penetration into the overseas markets and ability to build a reputation for ourselves overseas. Hence, failure to maintain and/or secure strategic partners in our overseas business ventures may affect our operations and profitability adversely.

Our operations are often affected by factors beyond our control, including long delays, cancellations, and other conditions, which could harm our business, financial condition, and results of operations.

As is the case for all airlines, our operations often are affected by delays, cancellations and other conditions caused by factors largely beyond our control.

Factors that might impact our operations include:

•contagious illnesses and fear of contagion;

•congestion, construction, space constraints at airports, and/or air traffic control problems, all of which many restrict passenger flow;

•lack of adequate staffing or other resources within critical third parties;

•adverse weather conditions;

•lack of operational approval (e.g. new routes, aircraft deliveries, insurance etc.);

•increased security measures or breaches in security;

•changes in international treaties concerning air rights;

•international or domestic conflicts or terrorist activity;

•interference by modernized telecommunications equipment with aircraft navigation technology;

•disruption or failure of systems or infrastructure under the control of third parties, including government entities; and

•other changes in business conditions.

Due to the concentration of our flights in Southeast Asia networks that cover a particularized geographic area. A general reduction in airline passenger traffic as a result of any of the above-mentioned factors could harm our business more acutely which in turn may harm our financial condition and results of operations.

The airline industry continues to face potential security concerns and related costs.

Terrorist attacks, the fear of such attacks or other regional hostilities could have a significant negative effect on the airline industry, including us, and could:

•significantly reduce passenger traffic and yields as a result of a dramatic drop in demand for air travel;

•significantly increase security and insurance costs;

24

•make war risk or other insurance unavailable or extremely expensive;

•increase fuel costs and the volatility of fuel prices;

•increase costs from airport shutdowns, flight cancellations and delays resulting from security breaches and perceived safety threats; and

•result in a grounding of commercial air traffic by certain airline regulators.

The occurrence of any of these events would harm our business, financial condition and results of operations.

Competition in the Southeast Asian aviation business may adversely affect our competitive position and ability to service the same flight routes as competitors.

The international aviation market is highly competitive. There is intense competition in the airline industry between airlines, principally in terms of price, quality of service, punctuality, frequency, safety, security, branding, customer-base or passenger loyalty, and other related ancillary services.

We may face direct competition from existing carriers or other new competitors in the future, either on our current routes or on new routes that we add to our network. Other carriers in the full-service regional air travel segment in the region in which we operate include Cambodia Angkor Air. Our existing and future competitors in full-service regional air travel market may attempt to undercut our fares in the future or increase their capacity on common routes in an effort to increase their market share. In such an event, there is no assurance that our levels of market share, traffic volume and revenue will be unaffected.

As many full-service carriers generally have the advantage of being larger, with greater resources (whether financial or otherwise), they may be in a better position to withstand losses on some of their routes for a longer period of time. In the event any airline was to reduce its fares to levels that we could not match (while sustaining operations) and were to maintain those reduced fares for an extended period of time, there can be no assurance that we would be able to remain competitive and match those reduced fares for an equivalent period of time.

Moreover, any liberalization of traffic rights or change of traffic patterns in respect of a major route that we operate will result in increasing competition or loss in demand on that route. A significant and prolonged reduction in yields or loss of market share to competitors would impact our operational results.

Airlines with different business models continue to pose potential threats. Such business models include low-cost long-haul airlines and all low-cost airlines offering similar routes. Similar budget-driven regional airlines may compete on short-haul sectors of up to approximately five hours, such as AirAsia, VietJet and Jet Star.

Increases in labor benefits, strikes, and other worker-related disturbances may adversely affect us, including our ability to carry out our normal business operations.

Our business is labor intensive. Work conditions and maximum work hours are regulated by government legislation and are not subject to labor negotiations. Future terms and conditions of collective agreements could become more costly for us. Furthermore, certain employee groups such as pilots, mechanics and other airport personnel have highly specialized skills and cannot be easily replaced. Our labor costs could increase if the size of our business increases. Any labor proceeding or other workers’ dispute involving unionized employees could adversely affect us or interfere with our ability to carry out our normal business operations.

Moreover, we are subject to periodic and regular investigations by labor authorities, including the Cambodian Ministry of Labor and Vocational Training, with respect to our compliance with labor rules and regulations, including those relating to occupational health and safety. These investigations could result in fines and proceedings that may materially and adversely affect us. Furthermore, recently, the Cambodian government has introduced a self-inspection mechanism via an online platform whereby companies like ours are required to attend twice annually in June and December.

25

We could be adversely affected by expenses or stoppages associated with planned or unplanned maintenance on our aircraft, as well as any inability to obtain spare parts on time.

As of December31, 2023, the average age of our operating fleet was nine years. Our relatively new aircraft require less maintenance now than they will in the future. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will be incurred at approximately the same intervals. In the event we cannot renew our fleet, our scheduled and unscheduled aircraft maintenance expenses will increase as a percentage of our revenue in future years. Any significant increase in maintenance and repair expenses would have a material adverse effect on us.

Our business would be significantly harmed by unplanned stoppages or suspensions of operations associated with planned or unplanned maintenance due to mechanical issues. For example, if a design defect or mechanical problem with our Airbus aircraft were to be discovered, this would cause our aircraft to be grounded while such defect or mechanical problem was being corrected. We cannot assure you that we would succeed in obtaining all aircraft and parts to solve such defect or mechanical problem, that we would obtain such parts on time, or that we would succeed in solving such defect or mechanical problem even if we obtained such parts. This could result in a suspension of the operations of certain of our aircraft, potentially for a prolonged period of time, while we attempted to obtain such parts and solve such defect or mechanical problem, which could have a materially adverse effect on us.

We depend on our senior management team and the loss of any member of this team, including our Chairman and key executives, could adversely affect us.

Our business depends upon the efforts and skill of our senior management, including our Chairman, who has played an important role in shaping our company culture, as well as other key executives. Our future success depends on a significant extent on the continued service of our senior management team, who are critical to the development and the execution of our business strategies. Any member of our senior management team may leave us to establish or work in businesses that compete with ours. There is no guarantee that the compensation arrangements and non-competition agreements we have entered into with our senior management team are sufficiently broad or effective to prevent them from resigning in order to join or establish a competitor or that the non-competition agreements would be upheld in a court of law. In the event that our Chairman or a number of our senior management team leave our company, we may have difficulty finding suitable replacements, which could have a material adverse effect on us.

We may be unable to maintain our culture and to retain and/or hire skilled personnel as our business grows, such as airline pilots, which could have an adverse impact on us.

We believe that our growth potential and the maintenance of our results and customer-oriented company culture are directly linked to our capacity to attract and maintain the best professionals available in the Southeast Asian airline industry. As we grow, we may be unable to identify, hire or retain enough people who meet the above criteria, or we may have trouble maintaining our company culture as we become a larger business. From time to time, the airline industry has experienced a shortage of skilled personnel, especially pilots. We compete against all other airlines, both inside and outside Cambodia, for these highly skilled personnel. We may have to increase wages and benefits to attract and retain qualified personnel or risk considerable employee turnover. Our culture is crucial to our business plan, and failure to maintain that culture could have an adverse impact on us.

The airline industry is subject to increasingly stringent environmental regulations and non-compliance therewith may adversely affect us.

The airline industry in Cambodia is subject to increasingly stringent laws and regulations relating to the protection of the environment, including those relating to emissions to the air, levels of noise, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. These laws and regulations are enforced by various governmental authorities. Non-compliance with such laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties. The piercing of the corporate veil of a company may occur to help provide enough financial resources for the recovery of damages caused against the environment.

Concerns about climate change and greenhouse gas emissions may result in additional regulation or taxation of aircraft emissions in Cambodia. Future operations and financial results may vary as a result of the adoption of such regulations in Cambodia.

26

Changes in economic, political, social and regulatory conditions in Cambodia can adversely affect our operations.

Political and economic conditions and development, and regulatory development in the jurisdictions in which our Company operates, including Cambodia, could have a material effect on the operations, business and financial performance of our Company. Any adverse development or uncertainty in the above external factors could materially affect the financial condition and business prospects of our Company. These political, economic and regulatory uncertainties include (but not limited to) risks of war, expropriation, nationalization, changes in political leadership and environment, global economic downturn, epidemic outbreaks, social unrests, changes in currency exchange rates and interest rates and unfavorable changes in governmental policies such as introduction of new regulations, import duties and tariffs, accounting standards and taxation methods.

Whilst Cambodia remains politically stable, there can be no assurance that adverse political and economic factors will not materially affect the Company.

The airline industry tends to experience adverse financial performance during general economic downturns.

Air transportation is intimately linked and correlated with economic growth and discretionary spending. The growth or decline in economic activity directly affects demand for business travel by air and cargo space. Economic downturns can also impact leisure travel as discretionary income is affected.

Since a substantial portion of airline travel, for both business and leisure, is discretionary, the airline industry tends to experience adverse financial performance during an economic downturn. Yields may also experience a decline as airlines may offer fare discounts in certain markets to stimulate demand.

We currently conduct substantially all of our operations and generate substantially all of our revenue in the Asia Pacific Region. We expect to focus on network development in markets in the Asia Pacific Region and will prioritize capacity towards launching new routes and expanding frequency in the foreseeable future into several priority markets, namely mainland China, Japan, South Korea, and other Southeast Asian countries. The success of our business depends substantially on the general economic conditions in these regions. Thus, poor economic conditions in the other regions within which we operate would have an adverse effect on our business operations and financial condition.

There can be no assurance that the current economic conditions in the Asia Pacific region can be sustained. An economic crisis and any continuing impact thereof on the economies of countries in the Asia Pacific region, or any new adverse economic developments therein, could materially and adversely affect the markets in which we operate. General economic downturns could result in a reduction in flight load factors due to reduced demand or restrictions in our ability to obtain external funding. These are largely out of our control but may be detrimental to our operations and financial results.

Furthermore, as the airline industry is generally characterized by high start-up and fixed costs, including aircraft costs such as aircraft acquisition and related financing commitments, aircraft depreciation, lease rentals, maintenance and repair costs, a drop in revenue levels as a result of a slower economic cycle could have an adverse impact on the Company’s financial performance. It is difficult to predict the duration and effects of an economic downturn, which may be aggravated by volatility in the financial sector and the capital markets, leading to significant market-wide liquidity problems. These conditions may adversely affect our financial condition and/or results of operations in the future.

In addition, aircraft fuel and maintenance costs, airport and handling costs, and staff costs are fixed per flight and do not vary significantly with per-flight passenger volume. Thus, our industry is generally more susceptible than industries with lower fixed costs to the adverse impact of external shocks. As the airline industry is generally characterized by high fixed costs, any shortfall in revenue levels as a result of external shocks, including economic downturns and other events that result in a disruption in passenger load factors, could have an adverse impact on financial performance. We cannot assure you that such external shocks will not have an adverse impact on our operations and financial results. If any external shocks occur that adversely affect air travel in general, we may experience decreased revenue but would likely not see a corresponding decrease in fixed costs, which would have a material adverse impact on our business and financial and operational conditions.

27

We are an “emerging growth company” within the meaning of the Securities Act and may take advantage of certain reduced disclosure and governance requirements applicable to emerging growth companies which may cause our Class A ordinary shares to be less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A ordinary shares less attractive because we will rely on these exemptions. If some investors find our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the first sale of common equity securities pursuant to an effective registration statement, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior December 31, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”.

We are now 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, as well as rules subsequently implemented by the SEC and the Nasdaq Stock Market, impose various requirements on the corporate governance practices of public companies. The reduced disclosure and governance requirements will no longer be available to us once we cease to be an emerging growth company.

We expect the applicable rules and regulations (upon us ceasing to be an emerging growth company) to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. 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 and the other rules and regulations of the SEC. 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 also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, 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. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. 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.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A ordinary shares.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the year ending June 30, 2023. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting for the year ending June 30, 2023. We are required to disclose changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting on an annual basis.

28

We have commenced the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, and we may not be able to complete our evaluation, testing, and any required remediation in a timely fashion. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. In addition, as our business continues to grow in size and complexity, we are improving our processes and infrastructure to help ensure we can prepare financial reporting and disclosures within the timeline required for a public company. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. In addition, prior to completing our internal control assessment under Section 404, we may become aware of and disclose material weaknesses that will require timely remediation. Due to our significant growth, we face challenges in timely and appropriately designing controls in response to evolving risks of material misstatement. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

We cannot assure you that there will not be material weaknesses in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or operating results. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Class A ordinary shares could decline, and we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain these and other effective control systems required of public companies, could also restrict our future access to the capital markets.

Fluctuations in exchange rates between and among the USD, KHR, RMB, as well as other currencies in which we do business, may adversely affect our operating results.

We operate in various countries in the Asia Pacific region, including Cambodia and China, among other countries. We incur certain expenses mainly in USD and various other currencies. We derive a portion of our revenue from sales denominated in USD as well as in various local currencies other than the USD.

Our margins may be affected and we may otherwise be affected by foreign exchange differences in connection with fluctuations in the value of currencies against the USD and managing multiple currency exposures. For example, we must pay fees to convert proceeds in foreign currencies to USD. In addition, foreign exchange controls may restrict us from repatriating income earned in certain foreign countries to Cambodia. Any such delay in revenue repatriation may cause us to incur losses due to the volatility of these currencies compared to the USD. 

The value of these currencies is affected by, among other things, changes in political and economic conditions, and the foreign exchange policies in the respective countries. It is difficult to predict how market forces or government policies may impact the exchange rates between these currencies and the U.S. dollar in the future.

Significant revaluation of these currencies may have a material and adverse effect on your investment. Currently, we have not implemented any comprehensive strategy to mitigate risks related to the impact of fluctuations in currency exchange rates. Implementing hedging strategies can prove costly. Even if we were to implement hedging strategies, not every exposure is or can be hedged, and, where hedges are put in place based on expected foreign exchange exposure, they are based on forecasts which may vary or which may later prove to have been inaccurate. Failure to hedge successfully or anticipate fluctuations in the value of currencies and other currency risks accurately could adversely affect our operating results.

29

As we expand our business internationally, we will continue to face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder our growth.

We expect to continue to devote significant resources to international expansion in the Asia Pacific region through organic growth. Expanding our business internationally will require considerable management attention and resources and is subject to the particular challenges of operating a rapidly growing business in an environment of multiple languages, cultures, customs and legal and regulatory systems. Entering new international markets or expanding our operations in existing international markets will involve substantial cost, and our ability to gain market acceptance in any particular market is uncertain. There can be no assurance that we will be able to successfully grow our business internationally. For example, we may become subject to risks that we have not faced before or an increase in the risks that we currently face, including risks associated with:

•localizing our operations and platform, and gaining customer acceptance;

•recruiting and retaining talented and capable management and employees in various countries;

•language barrier and cultural differences;

•negotiating agreements that are economically beneficial to us and protective of our rights, such as contracting with various third parties for the localization of our services;

•competition from home-grown businesses with significant local market share and a better understanding of consumer preferences;

•protecting and enforcing our intellectual property rights;

•the inability to extend proprietary rights in our brand, content or technology into new jurisdictions;

•complying with applicable foreign laws and regulations, such as those relating to intellectual property, privacy, consumer protection, e-commerce, customs and anti-money laundering;

•currency exchange rate fluctuations, and foreign exchange controls that might restrict or prevent us from repatriating income earned in foreign countries;

•challenges in maintaining internal controls and managing accounting personnel in the countries where we operate;

•protectionist laws and business practices that favor local businesses in some countries;

•various forms of online fraud, such as credit card fraud;

•foreign and local tax consequences;

•political, economic and social instability; and

•higher costs associated with doing business internationally.

Any failure to meet the challenges associated with international expansion could materially and adversely affect our business, financial condition and results of operations.

We may be (or become) classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, which could subject United States investors in our Class A ordinary shares to significant adverse U.S. federal income tax consequences.

We will be classified as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) held during such year produce or are held for the production of passive income (the “asset test”). No determination has been made as to whether we were a PFIC for a prior taxable period. It is possible that we may become a PFIC for the current taxable year. Because the value of our assets for purposes of the asset test will generally be determined by reference to the market price of our Class A ordinary shares, fluctuations in the market price of our Class A ordinary shares may cause us to become a PFIC for the current taxable year or subsequent taxable years. The determination of whether we will

30

be or become a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Under circumstances where we determine not to deploy significant amounts of cash for active purposes, our risk of being classified as a PFIC may substantially increase. For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are classified as a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — Material United States Federal Income Tax Considerations to U.S. Holders”) may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of our Class A ordinary shares and on the receipt of distributions on the shares to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules and such holders may be subject to burdensome reporting requirements. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A ordinary shares. For more information see “Taxation — Material United States Federal Income Tax Considerations to U.S. Holders — Passive Foreign Investment Company Considerations.”

Any violation or alleged violation of anti-corruption, anti-bribery and anti-money laundering laws could adversely affect us, including our brand and reputation.

There can be no assurance that our employees, agents, and the companies to which we outsource certain of our business operations, will not take actions in violation of our anti-corruption, anti-bribery and anti-money laundering policies, for which we may be ultimately held responsible. As a result of this global offering, we will be subject to the United States Foreign Corrupt Practices Act of 1977, or the FCPA, by virtue of our shares being listed and traded in the United States, while in the past, our exposure was less significant due to our limited nexus with the United States. If we are not in compliance with anti-corruption laws, anti-money laundering laws and other laws governing the conduct of business with government entities, including under the FCPA and other United States and local laws, we may be subject to criminal and civil penalties and other remedial measures, which could harm our brand and reputation and have a material adverse impact on our business, financial condition, results of operations and prospects. Any investigation of any actual alleged violations of such laws could also adversely affect us, including our brand and reputation.

We are a holding company and do not have any material assets other than the shares of our subsidiaries.

We are a holding company that conducts its operations through a series of operating subsidiaries. We support these operating subsidiaries with technical and administrative services through our various other subsidiaries. All of the assets we use to perform administrative and technical services and to operate the concessions and authorizations are held at the subsidiary level. As a result, we do not have any material assets other than the shares of our subsidiaries. Dividends or payments that we may be required to make will be subject to the availability of cash provided by our subsidiaries. Transfers of cash from our subsidiaries to us may be further limited by corporate and legal requirements, or by the terms of the agreements governing our indebtedness. If a shareholder were to assert a claim against us, the enforcement of any related judgment would be limited to our available assets, rather than the assets of us and our combined subsidiaries.

We could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.

We believe we are in compliance with all applicable tax laws in the various jurisdictions where we are subject to tax, but our tax liabilities, including any arising from restructuring transactions, could be uncertain, and we could suffer adverse tax and other financial consequences if tax authorities do not agree with our interpretation of the applicable tax laws. Although we are domiciled in Cambodia, we and our subsidiaries collectively operate in multiple tax jurisdictions and pay income taxes according to the tax laws of these jurisdictions. Various factors, some of which are beyond our control, determine our effective tax rate and/or the amount we are required to pay, including changes in or interpretations of tax laws in any given jurisdiction and changes in geographical allocation of income. We accrue income tax liabilities and tax contingencies based upon our best estimate of the taxes ultimately expected to be paid after considering our knowledge of all relevant facts and circumstances, existing tax laws, our experience

31

with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and are updated over time as more information becomes available. We believe that we are filing tax returns and paying taxes in each jurisdiction where we are required to do so under the laws of such jurisdiction. However, it is possible that the relevant tax authorities in the jurisdictions where we do not file returns may assert that we are required to file tax returns and pay taxes in such jurisdictions. There can be no assurance that our subsidiaries will not be taxed in multiple jurisdictions in the future, and any such taxation in multiple jurisdictions could adversely affect our business, financial condition and results of operations. In addition, we may, from time to time, be subject to inquiries from tax authorities of the relevant jurisdictions on various tax matters, including challenges to positions asserted on income and withholding tax returns. We cannot be certain that the tax authorities will agree with our interpretations of the applicable tax laws, or that the tax authorities will resolve any inquiries in our favor. To the extent the relevant tax authorities do not agree with our interpretation, we may seek to enter into settlements with the tax authorities which may require significant payments and may adversely affect our results of operations or financial condition. We may also appeal against the tax authorities’ determinations to the appropriate governmental authorities, but we cannot be sure we will prevail. If we do not prevail, we may have to make significant payments or otherwise record charges (or reduce tax assets) that could adversely affect our results of operations, financial condition and cash flows. Similarly, any adverse or unfavorable determinations by tax authorities on pending inquiries could lead to increased taxation on us that may adversely affect our business, financial condition and results of operations.

You may face difficulties protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because a substantial portion of our assets are in Cambodia and several of our directors and executive officers reside outside the United States.

Since we are incorporated in the Cayman Islands, several of our officers, and directors, reside outside the United States. In addition, a substantial portion of their assets and our assets are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or our directors and officers who reside outside of the United States. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or our directors and officers who reside outside of the United States in any action, including actions based upon the civil liability provisions of U.S. Federal or state securities laws. Furthermore, you may not be able to enforce any judgments outside of the United States against us or against any of our directors and officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws.

As a result, you may have more difficulty in protecting your interests through actions against us, our management, or our major shareholders than would shareholders of a corporation with a larger portion of its assets in the United States or with more directors or officers resident in the United States.

We may need to raise capital in addition to this offering, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our Class A ordinary shares, restrict our operations or adversely affect our ability to operate and continue our business.

If we need to raise additional funds, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to holders of our Class A ordinary shares. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, expending capital, or declaring dividends, or which impose financial covenants on us that limit our ability to achieve our business objectives. If we need additional capital and cannot raise it on acceptable terms, we may not be able to meet our business objectives, our stock price may fall and you may lose some or all of your investment.

Our indebtedness could have important consequences to you.

Our indebtedness could have important consequences to you. For example, it could:

•limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements;

•require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;

32

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

•place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.

If we were to default on our obligations, we could be required to dispose of material assets or operations to meet our debt service and other obligations, and the value realized on such assets or operations will depend on market conditions and the availability of buyers. Accordingly, any such sale may not, among other things, be for a sufficient dollar amount. If we were to otherwise attempt to sell material assets or operations, the foregoing encumbrances may limit our ability to dispose of material assets or operations. In the event that our debtors enforced their rights to our assets, we may have to discontinue our business, and our investors could lose all or a part of their investment in us.

There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Global economic conditions could materially adversely impact demand for our products and services.

Our operations and performance depend significantly on economic conditions. Global economic conditions continue to be subject to volatility arising from international geopolitical developments (such as the war in Ukraine), global economic phenomenon (including rising inflation rates), general financial market turbulence and natural phenomena (such as the COVID-19 pandemic). Uncertainty about global economic conditions could result in

•customers postponing purchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for our products and services; and

•third-party suppliers being unable to produce components for our products in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on our production or the cost of such production; and accordingly, on our business, results of operations or financial condition.

Access to public financing and credit can be negatively affected by the effect of these events on the Cambodia, U.S. and global credit markets. The health of the global financing and credit markets may affect our ability to obtain equity or debt financing in the future and the terms at which financing or credit is available to us. These instances of volatility and market turmoil could adversely affect our operations, our ability to conduct an initial public offering on a national U.S. exchange (or at all) and the trading price of our Class A ordinary shares if we ever conduct such an offering.

Our business could be materially harmed by the lingering effects of coronavirus (COVID-19) pandemic.

Recently, a global pandemic of a novel strain of coronavirus (COVID-19) in December 2019 and has spread globally. In March 2020, the World Health Organization declared COVID-19 as a global pandemic. Furthermore, the effects of a subvariant of the Omicron variant of COVID-19, which may spread faster than the original Omicron variant, as well as the effects of any new variants and subvariants which may develop, including any actions taken by governments, may have the effect of increasing the already-existing supply chain problems or slowing our sales.

During the pandemic, China suspended almost all international flights, allowing only Cambodia Airways to operate a once-a-week flight between Phnom Penh and Chengdu. This had a negative impact on the overall passenger revenue. Demand dropped sharply due to strict entry and exit policies globally, resulting in the suspension of international passenger flights. Planned new routes could not be opened because of these restrictions. Airline safety and health standards required additional measures to ensure the safety of passengers and staff. This included enhanced cleaning procedures, additional expenses for isolation and quarantine measures, among others.

33

We have experienced serious constraints resulting from the COVID-19 pandemic, which has slowed down our operations and has negatively impacted our planned new routes before the pandemic. In addition, we have also faced increased costs of components and freight resulting from COVID-19. If we are unable to mitigate the impact of the above constraints and inflationary pressure through price increases or other measures, our results of operations and financial condition could be negatively impacted. Even if we are able to raise the prices of our services, consumers might react negatively to such price increases, which could have a material adverse effect on, among other things, our brand, reputation, and sales.

The global stock markets have experienced and may continue to experience a significant decline from the COVID-19 pandemic. The price of our Class A ordinary shares may decline significantly after the consummation of this offering, in which case you may lose your investment. Because of the uncertainty surrounding the COVID-19 pandemic, the business disruption and the related financial impact related to the pandemic of and response to the coronavirus cannot be reasonably estimated at this time.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine, the Gaza Strip or any other geopolitical tensions.

U.S. and global markets have experienced volatility and disruption following the escalation of geopolitical tensions, including the military conflict between Russia and Ukraine and armed conflicts between Israel and Hamas. Although the length and impact of the ongoing conflicts is highly unpredictable, such conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situations in Ukraine, the Gaza Strip and globally and assessing their potential impacts on our business. In addition, sanctions on Russia and hostilities involving Israel could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.

Any of the above mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this registration statement.

Risks Relating to this Offering and the Trading Market

You will experience immediate and substantial dilution in the net tangible book value of Class A ordinary shares purchased.

The initial public offering price of our Class A ordinary shares is substantially higher than the (pro forma) net tangible book value per ordinary share. Consequently, when you purchase our Class A ordinary shares in the offering, upon completion of the offering you will incur immediate dilution of $2.72 per share with an assumed initial public offering price per share of $4.00. See “Dilution.”

The dual class structure of our ordinary shares will have the effect of concentrating voting control with our Chairman, Mr. Kong Hwa Ng, who will hold in the aggregate 97.14% of the voting power of our issued and outstanding share capital following the completion of this offering, preventing you and other shareholders from influencing significant corporate matters, including the election of directors, amendments to our memorandum and articles of association and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

As of the date of this prospectus, the authorized share capital of the Company is $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each comprising 450,000,000 Class A ordinary shares of a par value of $0.0001 each and 50,000,000 Class B ordinary shares of a par value of $0.0001 each. As of the date of this prospectus, there are 50,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A ordinary share entitles the holder thereof

34

to one (1) vote on all matters subject to vote at general meetings of the Company and each Class B ordinary share entitles the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances, and Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting rights, rights to dividend or other distributions and the rights to distribution of surplus assets of the Company on its liquidation.

The currently Class B ordinary shares issued and outstanding are beneficially owned by Mr. Kong Hwa Ng through Cambodia Airways Holding Co., Ltd, representing 100% of the aggregate voting power of our issued and outstanding share capital as of the date hereof. Upon the completion of this offering, Mr. Kong Hwa Ng will beneficially own 97.14% of our aggregate voting power. Because of the twenty-to-one voting ratio between our Class B ordinary shares and Class A ordinary shares, Mr. Kong Hwa Ng will be able to control all matters submitted to our shareholders for approval such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. This concentrated ownership will limit the ability of holders of Class A ordinary shares to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial. Furthermore, any future issuances of Class B ordinary shares may be dilutive to the voting power of holders of Class A ordinary shares.

As a result, for so long as Mr. Kong Hwa Ng owns a controlling or significant voting power in our issued and outstanding share capital, they generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, all matters affecting us, including:

•the election of directors;

•determinations with respect to our business direction and policies, including the appointment and removal of officers;

•determinations with respect to corporate transactions, such as mergers, business combinations, change in control transactions or the acquisition or the disposition of assets;

•our financing and dividend policy;

•determinations with respect to our tax returns; and

•compensation and benefits programs and other human resources policy decisions.

Even if as Mr. Kong Hwa Ng were to dispose of certain Class B ordinary shares hares such that it would control less than a majority of the voting power of our issued and outstanding share capital, it may be able to influence the outcome of corporate actions so long as it retains Class B ordinary shares. As Mr. Kong Hwa Ng’s control of significant ownership of our issued and outstanding share capital may limit your ability to influence corporate actions and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

Mr. Kong Hwa Ng may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate actions might be taken even if other shareholders, including those who purchase Class A ordinary shares in this offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our Company, which could have the effect of depriving our other shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might ultimately affect the market price of our Class A ordinary shares.

Furthermore, we cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A ordinary shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however,

35

in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

We may be the subject of anti-competitive, harassing, or other detrimental conduct by third parties including complaints to regulatory agencies, negative blog postings, negative comments on social media and the public dissemination of malicious assessments of our business that could harm our reputation and cause us to lose market share, customers and revenues and adversely affect the price of our Class A ordinary shares.

In the future we may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Such conduct includes complaints, anonymous or otherwise, to regulatory agencies. We may be subject to government or regulatory investigation as a result of such third-party conduct and may be required to expend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against us, may be posted in internet chat-rooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation or verification and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our financial performance, prospects or business. Given that the comments and posts on social media also tend to spread broadly and quickly, the harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose market share, customers and revenues and adversely affect the price of our securities.

Because we are a “controlled company” as defined in the listing standards of Nasdaq, you may not have protection of certain corporate governance requirements which otherwise are required by Nasdaq’s rules.

Under Nasdaq’s rules, a controlled company is 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. We are a controlled company because Mr. Kong Hwa Ng, the Chairman of the Company, holds more than 50% of our voting power. For so long as we remain a controlled company, we are not required to comply with certain corporate governance requirements, and are permitted to elect to rely, and may rely, on certain exemptions from certain corporate governance requirements, including:

•our board of directors is not required to be comprised of a majority of independent directors;

•our board of directors is not subject to the compensation committee requirement; and

•we are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

We have not taken advantage of the exemption to have a majority of independent directors. However, we initially intend to rely upon the exemption to having a compensation committee and the exemption to director nominees being selected by independent directors. As a result, to the extent that we take advantage of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Although we do not currently intend to take advantage of the controlled company exemptions, except as set forth above, we cannot assure you that, in the future, we will not seek to take advantage of these exemptions. If we cease to be a “controlled company” in the future, we will be required to comply with the Nasdaq listing standards,

36

which may require development of certain other governance-related policies and practices. These and any other actions necessary to achieve compliance with such rules may increase our legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on our resources.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A ordinary shares if the market price of our Class A ordinary shares increases.

If a market for our Class A ordinary shares ever develops, the market price of our Class A ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the offering price.

Our Class A ordinary shares are not listed or quoted on any exchange or trading platform. A market for our Class A ordinary shares might never develop, and you may find it difficult or impossible to exit your investment in our securities, to do so in a timely manner or to do so at a sales price that you believe reflects the value of our Class A ordinary shares. We have determined the offering price for our Class A ordinary shares in this initial public offering. It may not bear a direct relationship to our earnings, book value, or any other indicia of value and may vary from the price of our Class A ordinary shares in subsequent transaction.

If we ever establish a public market for our Class A ordinary shares, the market price of our Class A ordinary shares may decline significantly below the offering price in this initial public offering. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. The market price of our Class A ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•actual or anticipated fluctuations in our revenue and other operating results;

•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•lawsuits threatened or filed against us; and

•other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the initial public offering and may use them in ways that may not enhance our results of operations or the price of our Class A ordinary shares.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our public

37

offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition, fail to improve our results of operations, and/or fail to enhance the market price of our Class A ordinary shares. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or that loses value. As of the date of this prospectus, our management has not determined the types of businesses that the Company will target or the terms of any potential acquisition.

There has been no prior public market for our Class A ordinary shares and an active trading market may never develop or be sustained.

Prior to this offering, there has been no public market for our Class A ordinary shares. An active trading market for our Class A ordinary shares may never develop following completion of this offering and the listing of the shares or, if it does develop, it may not be sustained. The lack of an active trading market may impair the value of your shares and your ability to sell your shares at the time you wish to sell them. An inactive trading market may also impair our ability to raise capital by selling our Class A ordinary shares and entering into strategic partnerships or acquiring other complementary products, technologies, software or businesses by using our Class A ordinary shares as consideration. In addition, if we fail to satisfy exchange listing standards, we could be delisted, which would have a negative effect on the price of our securities.

We expect that the price of our Class A ordinary shares will fluctuate substantially and you may not be able to sell the shares you purchase in this offering at or above the initial public offering price.

The offering price for our Class A ordinary shares sold in this offering is determined by negotiation between the representative of the underwriters and us. This price may not reflect the market price of our Class A ordinary shares following this offering. In addition, the market price of our Class A ordinary shares is likely to be highly volatile and may fluctuate substantially due to many factors, including:

•variations in our revenues, earnings and cash flow;

•the introduction of new products, offerings, and solutions by us or our competitors;

•disputes or other developments with respect to our or others’ intellectual property rights;

•product liability claims or other litigation, or regulatory investigations;

•detrimental adverse publicity about us, our brand, our services or our industry;

•changes in governmental regulations;

•changes in earnings estimates or recommendations by securities analysts;

•general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors;

•additions or departures of key personnel; and

•release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A ordinary shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the eventual trading market for our Class A ordinary shares.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.

38

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.

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we will not be required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our memorandum and articles of association, by the Companies Act (As Revised) of the Cayman Islands and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. See “Description of Share Capital — Differences in Corporate Law.”

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of the register of members of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to

39

make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors, or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (As Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders.

Our articles of association contain anti-takeover provisions that could materially adversely affect the rights of holders of our ordinary shares.

Some provisions of our memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable. Our authorized but unissued ordinary shares are available for future issuance without shareholders’ approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and adoptions of employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

However, under Cayman Islands law, our board of directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what in their good faith beliefs to be in the best interests of our Company.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection for your shareholder rights than you would under U.S. law.

Our corporate affairs are governed by our memorandum and articles of association, the Cayman Islands Companies Act (As Revised) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as shareholders of a U.S. public company.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares representing in aggregate not less than one-third of all votes attaching to the total issued and paid up share capital of the our Company at the date of deposit of the requisition, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven clear days is required for the convening of a general meeting of our shareholders. A quorum required for a meeting of shareholders consists of one or more shareholders present or by proxy, representing not less than one-third of the total issued shares carrying the right to vote at a general meeting. For these purposes, “clear days” means that period excluding (a) the day when the notice is given or deemed to be given and (b) the day for which it is given or on which it is to take effect.

40

Once we become a public company, FINRA sales practice requirements may limit your ability to buy and sell shares of our Class A ordinary shares, which could depress the price of our shares.

Once we list our securities listed on a national U.S. exchange, broker-dealers could be required by FINRA rules to have reasonable grounds for believing that an investment in our securities is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our securities, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares and, thereby, depress their market prices.

41

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions made in light of our experience and our perception of trends, current conditions and expected developments, as well as other factors that we believe to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumption and expectations reflected in such forward-looking statements are reasonable. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.

The forward-looking statements, including the statements contained in the sections entitled Risk Factors, Description of Business and Management’s Discussion and Analysis of Financial Conditions and Results of Operations and elsewhere in this prospectus, are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include but are not limited to:

•assumptions about our future financial and operating results, including revenue, interest rates, income, expenditures, cash balances, and other financial items;

•our ability to execute our growth and expansion plan, including our ability to meet our goals;

•current and future economic and political conditions;

•our ability to compete in a changing e-commerce industry;

•our ability to raise sufficient funds to carry out our proposed business plan or failure to manage future growth effectively;

•our capital requirements and our ability to raise any additional financing which we may require;

•our ability to attract customers and further enhance our brand awareness;

•our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•trends and competition in the e-commerce industry;

•future developments of the COVID-19 pandemic;

•our ability to execute prospective business plans;

•future decisions by management in response to changing conditions;

•misjudgments in the course of preparing forward-looking statements;

•consumers’ and businesses’ willingness to purchase products or services over the Internet;

•developments in alternative community e-commerce retailors or our inability to satisfy the demand of the existing and potential customers;

•inability to design, develop, market and sell products or provide services that address additional market opportunities;

42

•disruption of supply or shortage of raw materials;

•our limited operating history by which performance can be gauged;

•our ability to manage our research, development, expansion, growth and operating expenses;

•Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

•other assumptions described in this prospectus underlying or relating to any forward-looking statements.

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements might not prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. We wish to advise you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our company or persons acting on our company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws. You should carefully review the cautionary statements and risk factors contained in this prospectus and other documents that we may file from time to time with the securities regulators.

43

USE OF PROCEEDS

Assuming the sale of 1,500,000 of our Class A ordinary shares in this offering, at $4.00, the lowest of the range set forth in the cover page of this prospectus, we expect to receive net proceeds of approximately US$4,590,000 from this offering after deducting the estimated underwriting discounts, non-accountable expense allowance and offering expenses payable by us.

We intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority.

Description of Use	Estimated Amount of Net Proceeds
Aircraft Leasing	US$  2,295,000	50	%
New air routes development	US$  1,377,000	30	%
Working capital	US$918,000	20	%
Total	US$  4,590,000	100	%

We intend to use any such proceeds for working capital and general corporate purposes. General corporate purposes may include capital expenditures.

44

DIVIDEND POLICY

Except as disclosed below, we have never declared or paid any cash dividends on our Class A ordinary shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.

Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Each Class A ordinary share confers on the holder (i) the right to an equal share in any distribution paid by the Company and (ii) an equal share on the distribution of any surplus assets of the Company on its liquidation in accordance with the Companies Act and the articles of association. Each Class B ordinary share confers on the holder no right to the distribution of any surplus assets of the Company on its liquidation and no right to any distribution paid by the Company in accordance with the Companies Act and the articles of association. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.

45

CAPITALIZATION

The following table sets forth our capitalization as of December31, 2023:

•on an actual basis; and

•on a pro forma basis to reflect the sale of 1,500,000 Class A ordinary shares by us in this offering at an assumed price to the public of $4.00 per share, resulting in gross proceeds to us of $4,590,000 after deducting (i) underwriter discounts of $420,000, (ii) non-accountable expense allowance of $60,000, (iii) underwriting accountable expenses of $250,000, and (iv) other estimated other offering expenses of $930,000. The table below assumes no exercise by the underwriters of their option to purchase additional Class A ordinary shares from us.

The pro forma information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Use of Proceeds” and the combined financial statements and the related notes appearing elsewhere in this prospectus.

	December 31, 2023 (USD)
	Actual			Pro forma As Adjusted
Cash and cash equivalents	$	6,452,095		$	11,042,095
Unguaranteed and unsecured short-term debts		16,528,438			16,528,438
Unguaranteed and unsecured long-term debt, including amount due to a related party		47,528,987			47,528,987
Total indebtedness	$	64,057,425		$	64,057,425
Shareholders’ equity:
Class A ordinary shares, par value $0.0001 per shares, 450,000,000 shares authorized, 50,000,000 Class A shares issued and outstanding; as assuming 1,500,000 Class A ordinary shares issued and outstanding		5,000			5,150
Class B ordinary shares, par value $0.0001 per share, 50,000,000 shares authorized, 10,000,000 Class B shares issued and outstanding, as adjusted		1,000			1,000
Additional Paid-in capital		199,994,000			204,583,850
Accumulated deficit		(121,228,309	)		(121,228,309	)
Accumulated other comprehensive loss		—			—
Total Shareholders’ (Deficit)/Equity to shareholders of Cambodia Airways Co., Ltd		78,771,691			83,361,691
Deficit attributable to non-controlling interest		—			—
Total Shareholders’ (Deficit)/Equity		78,771,691			83,361,691
Total capitalization		78,771,691			83,361,691
Total indebtedness and capitalization	$	142,829,116		$	147,419,116

46

DILUTION

If you invest in our Class A ordinary shares, your interest will be diluted for each ordinary share you purchase to the extent of the difference between the initial public offering price per ordinary share and our net tangible book value per ordinary share after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

After giving effect to our sale of 1,500,000 Class A ordinary shares in this offering at an assumed initial public offering price of $4.00 per ordinary share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, underwriting accountable expenses and estimated offering expenses, our pro forma as adjusted net tangible book value as of December31, 2023 would have been approximately $78,704,117, or approximately $1.28 per Class A ordinary share. This amount represents an immediate increase in pro forma net tangible book value of $0.04 per share to existing shareholders and an immediate dilution in pro forma net tangible book value of $2.72 per share to purchasers of our Class A ordinary shares in this offering, as illustrated in the following table.

	Offering
Assumed initial public offering price per ordinary share	$	4.00
Net tangible book value per ordinary share (both Class A ordinary share and Class B ordinary shares) before the offering	$	1.24
Increase in net tangible book value per ordinary share (both Class A ordinary share and Class B ordinary shares) attributable to payments by new investors	$	0.04
Pro forma net tangible book value per ordinary share (both Class A ordinary share and Class B ordinary shares) immediately after the offering	$	1.28
Amount of dilution in net tangible book value per ordinary share to new investors in the offering	$	2.72

A $1.00 increase (decrease) in the assumed public offering price of $4.00 per share (both Class A ordinary share and Class B ordinary shares) would increase (decrease) our pro forma net tangible book value after giving effect to the offering by $1,380,000, the net tangible book value per share after giving effect to this offering by $0.02 per share and the dilution in net tangible book value per share to new investors in this offering by $0.98 per ordinary share, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and after deducting underwriting discounts, non-accountable expense allowance, underwriting accountable expenses and other estimated offering expenses payable by us.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A ordinary shares and other terms of this offering determined at pricing.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A ordinary shares and other terms of this offering determined at the pricing.

The following table shows, as of the date of this prospectus, on a pro forma as adjusted basis, the number of Class A ordinary shares purchased from us, the total consideration paid to us and the average price paid per share by officers, directors, and affiliated persons and by new investors purchasing Class A ordinary shares in this offering at an assumed initial public offering price of $4.00 per share, before deducting the underwriting discounts, non-accountable expense allowance, underwriting accountable expenses and estimated offering expenses payable by us:

	Shares Purchased			Total Consideration				Weighted- Average Price Per Share
	Number	Percent		Amount		Percent
Officers, directors, and affiliated persons	60,000,000	97.56	%	$	200,000,000	97.09%		$	3.33
Total existing shareholders	60,000,000	97.56	%	$	200,000,000	97.09	%	$	3.33
Investors participating in this offering	1,500,000	2.44	%	$	6,000,000	2.91	%	$	4.00
Total	61,500,000	100.00	%	$	6,000,000	100.00	%	$	3.35

47

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our combined financial statements and related notes that appear in this prospectus. In addition to historical combined financial information, the following discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. All amounts included herein with respect to the fiscal years ended June 30, 2023 and 2022, are derived from our audited combined financial statements (“Annual Financial Statements”) included elsewhere in this prospectus. The Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or US GAAP.

Overview

We are the sole full-service airline based in Cambodia that primarily operate from Phnom Penh, the country’s capital and provide commercial airline services throughout China and Southeast Asia. We take pride in our Company’s distinctive services, which embody Cambodia’s rich Khmer heritage and cultural essence. Our comprehensive flight accommodations include high-quality business class services, which takes precedent in Cambodia air travel. Our established aviation network spans a 5-hour radius that encompasses the Asia-Pacific region, and our core market currently resides in mainland China and Southeast Asia.

We conduct all of our airline operations through our Operating Subsidiary, Cambodia Airways Co., Ltd, which carried 142,181 passengers and 151,807 passengers, and had passenger revenue of approximately US$17.91 million and US$20.25million for the six months ended December31, 2023 and for the year ended June 30, 2023, respectively. For the year ended June 30, 2022, the Operating Subsidiary carried 22,636 passengers and had passenger revenue of approximately $20.39 million. As of December 31,2023, we operated seven routes consisting of three regional routes and four international routes, and the destinations consist of Bangkok (Thailand), Singapore, Ho Chi Minh City (Vietnam), Macau (SAR of China), Koror (Palau), Chengdu (China), Beijing (China), and Shenzhen (China). As of the date of this prospectus, the number of our passenger flight route increased to eleven since the tourist industry has gradually recovered from the COVID_19 pandemic. The new destinations consist of Sanya (China), Haikou (China), Chongqing (China), Nha Trang (Vietnam) and Kuala Lumpur (Malaysia). We currently have a fleet of six aircraft, consisting of Airbus A319 and A320 series airliners. As of the date of this prospectus, the average age of our Airbus A319s and Airbus A320s is 15 years and 5 years, respectively.

In addition to commercial air services, we also provide air cargo services. Currently, our freight transport is limited to passenger belly cargo only which primarily comprises of non-hazardous e-commerce goods (such as fabrics). As of the date of this prospectus, we are in the process of obtaining permits to transport other goods as part of our air cargo service portfolio and plan to introduce dedicated freighter-planes for air cargo operations in the future.

We continually evaluate our network of domestic, regional and international routes in light of our operating profitability and efficiency. Our current flight routes are subject to approval by a number of regulatory authorities and government bodies including the Civil Aviation Authorities of Thailand, Singapore, Vietnam, Macau SAR and mainland China, as well as the Changi Airport Group, the Aeronautical Circular Civil Aviation Authority in Macau, and the Palau government. Beginning in 2020, due to the COVID-19 pandemic and its negative impact on the air travel demand in domestic and international markets, as well as the various travel restrictions and border control measures implemented by government authorities of China and other countries, we made certain adjustments to our flight routes. The adjustments included temporarily suspending or reducing the number of flights on some of our pre-existing flight routes. After 2020, both our international and domestic routes were significantly affected through 2022 and have been gradually recovering since the beginning of 2023.

We generated a revenue of approximately $24.05million and approximately $25.95million for the fiscal years ended June30, 2023 and 2022 respectively, representing a decrease of 7.33%. While we recorded a net loss of approximately $28.54 million for the fiscal year ended June30, 2023, representing a 91.62% increase compared with a net loss of approximately $14.89 million for the fiscal year ended June30, 2022.

48

Our revenue increased by approximately $8.65million or 72.74% to approximately $20.55million for the six months ended December31, 2023, from approximately $11.90million for the six months ended December31, 2022. For the six months ended December31, 2023 and 2022, we recorded a net loss of approximately $11.33million and $12.61million, respectively.

Key Factors Affecting Our Operating Results

Our operating results are primarily affected by the following factors:

General factors affecting our results of operations

Our results of operations and financial condition are affected by a number of general factors in Southeast Asia and China’s transportation industry, including but not limited to:

•Overall economic growth of Southeast Asia and China and level of urbanization and consumption;

•Aviation market competition;

•International tourism in Cambodia;

•Shortage of qualified pilots and experiencing operating constraints

Unfavorable changes in any of these general factors could materially and adversely affect demand for our services and our results of operations.

Industry demand

Tourism in Cambodia is one of the most important sectors in the country’s economy. Bolstered by its rich cultural heritage and government initiatives emphasizing infrastructure development, Cambodia is expected to attract more international travelers. As tourism thrives, there is expected to be an increase in both inbound and outbound international tourists, leading to the subsequent surge in demand for air travel, providing a significant boost to our commercial aviation market.

Our ability to reasonably increase the aircraft utilization

Optimal utilization of aircraft is key to our success. Low utilization may limit our ability to achieve the profitability. High utilization leads to greater depreciation and higher operational costs, potentially raising the likelihood of delays and cancellations that could compromise aircraft reliability and safety. We plan to reasonably increase the frequency of flights to the markets we currently serve, as well as increasing the number of markets we serve.

Our ability to manage operating cost effectively

Our ability to manage our costs and expenses effectively is critical to the success of our business. Fuel expenses constitute a significant portion of our total operating cost. Substantial fluctuations in fuel costs and shortage may have an adverse effect on us. The price and future availability of fuel cannot be predicted with any degree of certainty, and significant increases in fuel prices may harm our business. We may adopt fuel hedging instruments to protect us from fuel price fluctuations.

Impact of inflation on our operations and financial performance

Increases in inflation raise our costs for labor, materials and services, and other costs required to operate our business. Our earnings are largely affected by changes in the price of jet fuel, which typically represent a major component of an airline’s cost of revenues. Our jet fuel cost accounted for 23.86% and 20.62% of our cost of revenues for the six months ended December31, 2023 and 2022, respectively. For the years ended June30, 2023 and 2022, our jet fuel costs accounted for 21.20% and 12.14% of our cost of revenues, respectively. We have not adopted any fuel price stabilizing instrument in response to fuel price fluctuations as of the prospectus date.

49

Impact of the COVID-19 pandemic on our operations and financial performance

The global spread and impact of the COVID-19 pandemic is complex, unpredictable, and continuously evolving, and has resulted in significant disruption and additional risks to our business since 2020. The COVID-19 pandemic has led governments and other authorities around the world at various times to impose measures intended to control its spread, including restrictions on large gatherings of people, travel bans, border closings and restrictions, business closures, quarantines, shelter-in-place orders, social distancing and masking measures, and vaccination mandates. As a result, the COVID-19 pandemic, including the emergence of new variants, and the associated consequences have significantly impacted global passenger air travel and have had a material detrimental impact on global commercial travel industry, of which has had, and may continue to have, a material adverse impact on our business, operations, and financial results.

During the period of the COVID-19 pandemic, China has suspended almost all international routes, only allowing us to operate one trip Phnom Penh to Chengdu weekly. Draconian immigration policies across the globe have halted international passengers and prevented planned new routes from opening. Additional quarantine expenditures was a must to ensure the safety of passengers and the crew.

Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the logistics and freight forwarding industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. However, we note that the government authorities have gradually uplifted the preventive measures in relation to the COVID-19. We will continue to closely monitor the situation throughout 2024 and beyond.

Results of Operations

Comparison of six months ended December 31, 2023 and 2022

The following table summarizes the combined results of our operations for the six months ended December 31, 2023 and 2022, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

	December 31, 2023					December 31, 2022
Statement of Operations Data:	Amount			As % of Revenues		Amount			As % of Revenues		Amount Increase (Decrease)			Percentage Increase (Decrease)
Revenues	$	20,552,153		100.0	%	$	11,897,669		100.0	%	$	8,654,484		72.74	%
Cost of revenues		(26,429,604	)	(128.60	)%		(20,996,245	)	(176.47	)%		(5,433,359	)	25.88	%
Gross loss		(5,877,451	)	(28.60	)%		(9,098,576	)	(76.47	)%		3,221,125		(35.40	)%
Operating expenses
Selling and marketing		(1,310,389	)	(6.38	)%		(535,015	)	(4.50	)%		(775,374	)	144.93	%
General and administrative		(4,086,874	)	(19.89	)%		(3,033,393	)	(25.50	)%		(1,053,481	)	34.73	%
Total operating expenses		(5,397,263	)	(26.26	)%		(3,568,408	)	(29.99	)%		(1,828,855	)	51.25	%
Loss from operations		(11,274,714	)	(54.86	)%		(12,666,984	)	(106.47	)%		1,392,270		(10.99	)%
Other income (expenses)
Interest income		26,033		0.13	%		24,454		0.21	%		1,579		6.46	%
Other income, net		3,149		0.02	%		829		0.01	%		2,320		279.86	%
Exchange loss		(85,077	)