Fitness Fanatics: securities offering

Cover page 44 changes

Draft No. 4 as confidentially submitted to the U.S. Securities and Exchange Commission on July 8, 2025. This draft registration statement has not been filed publicly with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential.

filed with the U.S. Securities and Exchange Commission

25 unchanged paragraphs

information in this preliminary prospectus is not complete and may be changed or supplemented. We may not sell these securities until the Registration Statement filed with the U.S. Securities and Exchange Commission of which this prospectus is a part is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Statement filed with the U.S. Securities and Exchange Commission of which this prospectus is a part is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

TO COMPLETION, DATED AUGUST 11, 2025

1 unchanged paragraph

Limited (" Myron "), in Mainland China through our wholly-owned subsidiaries, Jian Ying (Shenzhen) Business Limited* (" NWSZ "), Ying Sheng (Shanghai) Food Technology Limited* (" NWSH "), and Shenzhen Qing Mu E-Commerce

of the date of this prospectus, the Company is authorized to issue 1,000,000,000 shares, consisting of 900,000,000 Class A Ordinary

Class B Ordinary Shares will vote together with our Class A Ordinary Shares. See "Risk Factors - Risk relating to our initial public offering and ownership of our Class A Ordinary Shares - The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who held our Class B Ordinary Shares prior to this offering.

Shares". However, holders of Class B Ordinary Shares are not entitled to receive dividends in respect of the Class B

Ordinary Shares, and there is no right for Class A Ordinary Share to be converted into Class B Ordinary Shares under any circumstances.

Class A Ordinary Shares by the Selling Shareholders Shareholder

is an initial public offering by Fitness Fanatics Limited, or the Company or " Fitness Fanatics ", of [●] 1,400,000 class A ordinary shares of par value of US$0.001 US$0.000025 each (the " Class A Ordinary Shares "). We are a Cayman Islands exempted company with limited liability with a principal place of business in Hong Kong and carrying on business in Hong Kong through our wholly-owned subsidiaries, NW Group International Limited, (" NWG ") and Myron Limited (" Myron "), in Mainland China through our wholly-owned subsidiaries, Jian Ying (Shenzhen) Business Limited* (" NWSZ "), Ying Sheng (Shanghai) Food Technology Limited* (" NWSH "), and Shenzhen Qing Mu E-Commerce Limited* (" Qing Mu ")

Limited* (" Qing Mu ") and in Malaysia through our wholly-owned subsidiary, FIT Food Tech Sdn. Bhd (" FIT and certain selling shareholders (" Selling Shareholders ") are offering an aggregate Food "). Class

and a selling shareholder (" Selling Shareholder ") are offering an aggregate 2,000,000 Class A Ordinary

A Ordinary Shares on a firm commitment basis (the " Offering "), of which [●] 1,400,000 Class A Ordinary Shares are offered by us and [●] 600,000 Class A Ordinary Shares are offered by the Selling Shareholders. Shareholder. We anticipate that the offering price of the Class A Ordinary Shares will be between US$[●] and US$[●] per Class A Ordinary Share.

Class A Ordinary Shares will be between US$4.00 and US$5.00 per Class A Ordinary Share.

to this Offering, the Company will be authorized

to issue [40,000,000,000] shares, consisting of [36,000,000,000] Class A Ordinary Shares of par value US$[0.000025], and 100,000,000 [4,000,000,000] class B ordinary shares of par value of US$0.001 US$[0.000025] each (the " Class B Ordinary Shares ").

Shares "). Each of our Class A Ordinary Share is will be entitled to one (1) vote, and each Class B Ordinary Share is entitled to thirty (30) votes on any matter on which action of the shareholders of the Company is sought and is convertible into Class

votes on any matter on which action of the shareholders of the Company is sought and is convertible into Class A Ordinary Share at any time after one year of issuance at the option of the holder thereof on a one-to-one basis. Our Class B Ordinary Shares will vote together with our Class A Ordinary Shares. See "Risk Factors - Risk relating to our initial public offering and ownership of our Class

A Ordinary Shares - The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who held our Class B Ordinary Shares prior to this Offering. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares". However, holders of Class B Ordinary Shares are not entitled to receive dividends in respect of the Class B Ordinary Shares, and there is no right for Class A Ordinary Share to be converted into Class B Ordinary Shares under any circumstances.

57 unchanged paragraphs

Hintech Solutions Limited, own approximately [ ]% of our outstanding Class A Ordinary Shares (or [ ]% of our outstanding Class A Ordinary Shares if the underwriter's option to purchase additional shares is exercised in full)

after this Offering, assuming an Offering size as set forth above, Mr. Ho Hin Shun, our Controlling Shareholder founder, an executive director and the chief executive officer of our Company will, through his wholly owned entity, Hintech Solutions Limited, own 6,417,983

Class A Ordinary Shares, approximately 21.39% of our outstanding Class A Ordinary Shares and 1,000,000 Class B

and [ ] Class B Ordinary Shares, representing [ ]% 43.36% of the aggregate total voting power of our total issued and outstanding share capital. As a result, we expect to be a "controlled company" within the meaning of rule 5615(c) of

a result, we do not anticipate us to be recognized as a "controlled company" within the meaning of rule 5615(c) of

Nasdaq Stock Market LLC ("Nasdaq Listing Rules"). Please see "Implications of Being a Controlled Company".

3 unchanged paragraphs

of the date of this prospectus, [ ] Class A Ordinary Shares

and [ ] Class B Ordinary Shares were issued and outstanding. Our Controlling shareholder must keep more than [ ] Class A Ordinary Shares or [ ] Class B Ordinary Shares to control 50% of the voting power of the Company and control the outcome of matters submitted to shareholders for approval.

Ordinary Shares or [ ] Class B Ordinary Shares to control 50% of the total voting power of our then outstanding Ordinary Shares, assuming the underwriters do not exercise their over-allotment option. There is no restriction for potential future issuances of Class B Ordinary Shares. If such occurred, Class A shareholders' shareholding will be diluted.

Underwriting discounts and

to this Offering, 28,600,000 Class A Ordinary

Shares and 1,800,000 Class B Ordinary Shares will be issued and outstanding. A shareholder will need to keep more than [ ] Class A

to the Offering, [ ] 30,000,000 Class A Ordinary Shares (assuming an offering size as set forth above) and [ ] 1,800,000 Class

B Ordinary Shares will be issued and outstanding. Because each Class B Ordinary Share carries thirty (30) votes and each Class A Ordinary

Share carries one (1) vote, a shareholder will need to have more than 1,400,000 Class B Ordinary Shares to control more than 50% of the total votes. A shareholder will not be able to control 50% of the total votes even if the shareholder holds all our issued and outstanding 30,000,000 Class A Ordinary Shares. There is no restriction for potential future issuances of

Class B Ordinary Shares. If such issuance were to occur, Class A shareholders' shareholdings and voting power will be further diluted.

Public Offering price (1)

Underwriting discounts and commissions to be paid by us and the Selling Shareholder (2)

Proceeds to the Company before expenses to be paid by us (1) (3)

Proceeds to the Selling Shareholders Shareholder (1)

Initial public offering price per Class A Ordinary Share is assumed to be US$[●], US$4.50, which is the mid-point low-end of the range set forth on the cover page of this prospectus.

3 unchanged paragraphs

Includes US$[●] US$6,300,000 gross proceeds from the sale of [●] 1,400,000 Class A Ordinary Shares offered by our Company and

600,000 Class A Ordinary Shares offered by the selling Shareholder.

7 unchanged paragraphs

Forward-looking statements 3 changes

17 unchanged paragraphs

Ace August Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Leung Chi Man Kenny, an of Association" or "Articles" means the articles of association of our Company as adopted on March 28, 2025 a copy of which is filed as Exhibit [●] to this Registration means business-to-business.

32 unchanged paragraphs

the memorandum of association of our Company adopted on March 28, 2025 a copy of which is filed as Exhibit [●] to our Registration Statement of which this prospectus forms a part.

the memorandum of association of our Company as adopted on March 28, 2025 means the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time.

25 unchanged paragraphs

Prospectus summary 15 changes

35 unchanged paragraphs

(1) Cipher Future Development Limited, a company

(1) Chiper Future Development Limited, a company incorporated in the BVI with limited liability and wholly-owned by iClick Interactive Asia Group Limited, a company whose shares are listed on the Nasdaq with the ticker "AMBR".

28 unchanged paragraphs

We are a "controlled company" within the meaning of

the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

18 unchanged paragraphs

According to the advice of Guangdong Wesley Law Firm, our legal adviser in China's legal affairs, we and our operating subsidiaries will not be regarded as "operators of key information infrastructure", and they are not personal information processors with internet platform services (such as e-commerce platform development and operation maintainers), a large number of users and complex business types. Our PRC Subsidiaries have established necessary internal control systems for personal information, including personal information protection policies, reporting mechanisms for violations of personal information protection, emergency response plans for security incidents, and has also developed informed consent forms for personal information.

PRC Subsidiaries collect necessary but limited personal information from our customers (mostly natural persons in Mainland China) for the purpose of "understanding your customers" (combating money laundering) due to operational needs for order processing and delivery. However, the company will not share or provide any relevant personal information outside of Mainland China. According to the advice of Guangdong Wesley Law Firm, our legal adviser in China's legal affairs, we and our operating subsidiaries will not be regarded as "operators of key information infrastructure", and they are not personal information processors with internet platform services (such as e-commerce platform development and operation maintainers), a large number of users and complex business types.

Our PRC Subsidiaries have established necessary internal control systems for personal information, including personal information protection policies, reporting mechanisms for violations of personal information protection, emergency response plans for security incidents, and has also developed informed consent forms for personal information. When collecting customer personal information, we seek customer informed consent. Neither we nor our subsidiaries are subject to CAC's cybersecurity review for this Offering, nor do we need to obtain regulatory approval from CAC or any other Chinese authorities for our and our subsidiaries' operations in Hong Kong, as (i) our PRC subsidiaries have established corresponding personal information compliance systems in accordance with the law; Our main operating entities, the Hong Kong Subsidiaries, do not handle customer information of our Mainland PRC Subsidiaries; (ii) as of the date of this prospectus, our PRC Subsidiaries have collected personal information from less than one million individuals in Mainland China, and we have obtained informed consent from their customers to collect and store their personal information and data; (iii) the personal information collected for our operations is not considered important data and will not affect or may affect China's national security; (iv) neither we nor our subsidiaries rely on personal data collection and processing to maintain our or our subsidiaries' operations; (v) the data collected in the business of our PRC Subsidiaries will not be transmitted across borders to the Hong Kong operating entities; (vi) as of the date of this prospectus, neither we nor our operating subsidiaries have received any notification from any Chinese government agency that they are classified as "operators" or "data processors" and will be subject to CAC network security review or CSRC review. The collected data has not been informed or publicly released as important data by relevant regions or departments.

(iv) neither we nor our subsidiaries rely on personal data collection and processing to maintain our or our subsidiaries' operations;

(v) the data collected in the business of our PRC Subsidiaries will not be transmitted across borders to the Hong Kong operating entities;

(vi) as of the date of this prospectus, neither we nor our operating subsidiaries have received any notification from any Chinese government agency that they are classified as "operators" or "data processors" and will be subject to CAC network security review or CSRC review. The collected data has not been informed or publicly released as important data by relevant regions or departments.

25 unchanged paragraphs

Implications of Being a Controlled Company

We are, and will continue

to be, a "controlled company" within the meaning of the applicable rules of the Nasdaq because our Controlling Shareholders will beneficially be able to exercise an aggregate of [*]% of the total voting power of our issued and outstanding Ordinary Shares as of the date of this prospectus, and upon closing of this offering will have (i) % of the total voting power of our then outstanding Ordinary Shares, assuming the underwriters do not exercise their over-allotment option, or (ii) % of the total voting power of our then outstanding Ordinary Shares, assuming the underwriters exercise their over-allotment option in full. See "Risk Factors - We are a "controlled company" within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders". As a result, we will be deemed a "controlled company" for the purpose of the Nasdaq listing rules.

As a "controlled company,"

we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Currently, we do not plan to utilize the exemptions available for controlled company after we complete this offering but may rely on the exemption available for foreign private issuers to follow our home country governance practices instead. See "Risk Factors - We are a "controlled company" within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders" on page [ ] of this prospectus.

The offering 5 changes

Offering price will be between US$[●] US$4.00 and US$[●] US$5.00 per Class A Ordinary Share.

1 unchanged paragraph

Class A Ordinary Shares and [●] 1,800,000 Class B Ordinary Shares.

2 unchanged paragraphs

Class A Ordinary Shares and [●] 1,800,000 Class B Ordinary Shares.

1 unchanged paragraph

Class A Ordinary Shares offered by the Company and [●] 600,000 Class A Ordinary Shares offered by the Selling Shareholders. Shareholder.

(assuming the Offering Price of US$4.50, being the mid-point of the Offering Price range) Voting Rights We have adopted a dual-class share structure. Holders of our Class A Ordinary Shares and holders of our Class B Ordinary Shares will have different voting rights. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Shares shall entitle the holder thereof to thirty (30) votes on all matters subject to vote at general meetings of the Company.

Risk factors 17 changes

169 unchanged paragraphs

We are a "controlled company"

within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this offering of

our Class A Ordinary Shares, our Controlling Shareholders will continue to own more than a majority of the voting power of our outstanding Class A Ordinary Shares and Class B Ordinary Shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a "controlled company" and is permitted to phase in its compliance with the independent committee requirements.

As a "controlled company," we are permitted to elect not to

comply with certain corporate governance requirements. Currently, we do not plan to utilize the exemptions available for controlled company after we complete this offering but may rely on the exemption available for foreign private issuers to follow our home country governance practices instead. Although we do not intend to rely on the "controlled company" exemptions under the Nasdaq listing rules even if we are deemed a "controlled company", we could elect to rely on these exemptions in the future. If we were to elect to rely on the "controlled company" exemptions, 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. Accordingly, if we rely on the exemptions, during the period we remain a "controlled company" and during any transition period following a time when we are no longer a "controlled company", you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

1 unchanged paragraph

Class B Ordinary Share has thirty (30) votes per share, and our Class A Ordinary Shares, which we are selling in this Offering, have one (1) vote per share. Following this Offering, our principal shareholders, which together hold 100% of our issued and outstanding Class B Ordinary Shares, will own shares representing approximately [●] 78.17% of the voting power of our outstanding Ordinary Shares following this Offering. In addition, because of the thirty-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares. This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares.

5 unchanged paragraphs

upon the completion of this offering, our principal shareholders will beneficially own [●]% of our outstanding Shares, representing [●]% of our total voting power in the aggregate, assuming the underwriters of this offering do not exercise their option to purchase additional Shares. Accordingly, our principal shareholders will continue to be our controlling shareholder immediately upon the completion of this offering and may have significant influence in determining the outcome of any corporate actions or other matters that require shareholder approval, such as mergers, consolidations, change of our name, and amendments of our memorandum and articles of association.

concentration of ownership and voting power may cause transactions to occur in a way that may not be beneficial to you as a holder of our Class A Ordinary Shares in this offering and may prevent us from doing transactions that would be beneficial to you. Conflicts of interest may arise between our principal shareholders or any of its controlling shareholders and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:

after this Offering, assuming an Offering size as set forth above, Mr. Ho Hin Shun, our founder, an executive director and the chief executive officer of our Company will, through his wholly owned entity, Hintech Solutions Limited, own 6,417,983 Class A Ordinary Shares, approximately 21.39% of our outstanding Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, representing 43.36% of the aggregate total voting power of our total issued and outstanding share capital.

Although we do not anticipate us to be recognized as a "controlled company" within the meaning of rule 5615(c) of the Nasdaq Listing Rules, Mr. Ho Hin Shun can still exert influence over the affairs of the Company based on his sizeable share of voting power. Conflicts of interest may arise between our principal shareholders and us in a number of areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include the following:

board members or executive officers may have conflicts of interest . Mr. Ho Hin Shun is the Company's CEO chief executive officer and director while Mr. Chan Chun Ming, Dickson is also a director of the Company. As a result, these overlapping relationships could create or appear to create conflicts of interest when they are faced with decisions with potentially different implications for either or both of them and us.

14 unchanged paragraphs

market price of our Class A Ordinary Shares could decline as a result of future sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur. Future sales, or perceived sales, of substantial amounts of the shares could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have [●] 28,600,000 Class A Ordinary Shares and [●] 1,600,000 Class B Ordinary Shares outstanding. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, and the Class A Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up agreements. There will be [●] 30,000,000 Class A Ordinary Shares outstanding immediately after this Offering. In connection with this Offering, our Directors and officers named in the section "Management," and certain shareholders have agreed not to sell any shares until 180 days from the time the Class A Ordinary Shares begin trading without the prior written consent of the underwriter, subject to certain exceptions. However, the underwriter may release these securities from these restrictions at any time.

In connection with this Offering, our Directors and officers named in the section "Management," and certain shareholders have agreed not to sell any shares until 180 days from the time the Class A Ordinary Shares begin trading without the prior written consent of the underwriter, subject to certain exceptions. However, the underwriter may release these securities from these restrictions at any time.

4 unchanged paragraphs

you purchase Class A Ordinary Shares in the assumed completion of this Offering, you will pay substantially more than the corresponding amount paid by existing shareholder for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[●] US$3.80 per Class A Ordinary Share, representing the difference between our net tangible book value per Class A Ordinary Share of US$[●] US$0.20 as of December 31, 2024, after giving effect to the net proceeds to us from this Offering, assuming no change to the number of Class A Ordinary Shares offered by us as stated on the cover page of this prospectus and an assumed public offering price of US$[●] US$4.50 per Ordinary Share (being the mid-point of the offer price range). See "Dilution" for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this Offering.

17 unchanged paragraphs

a result of all of the above, 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 Shareholder than they would as shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see "Certain Cayman Islands Company Considerations - we are a Cayman Islands company and all of our business is conducted in Hong Kong, Mainland China and Malaysia, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain.

14 unchanged paragraphs

discussed above, we are a foreign private issuer, and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter. Accordingly, the next determination will be made with respect to us on [●], 2025. June 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents, and (2) a majority of our Directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We also would be required to comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we do not incur as a foreign private issuer.

8 unchanged paragraphs

Use of proceeds 2 changes

estimate that we will receive net proceeds from the sale of Class A Ordinary Shares of approximately US$[●] based upon an assumed Offering Price of US$[●] US$4.50 per share (being the mid-point of the offer price range set forth on the cover page of this prospectus), of net proceeds from this Offering after deducting underwriting discounts and commissions and estimated Offering expenses of approximately US$[●] payable by us.

US$[●] US$0.50 increase (decrease) in the assumed Offering Price of US$[●] US$4.50 per share (being the mid-point of the offer price range stated on the cover of this prospectus) would increase (decrease) the net proceeds to us from this Offering by US$[●], assuming the number of Class A Ordinary Shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting fees and commissions.

9 unchanged paragraphs

Capitalization 10 changes

following table sets forth our capitalization as of [●]: [December 31, 2024]:

1 unchanged paragraph

a pro forma as adjusted giving effect to the completion of the firm commitment Offering at an assumed public offering price of US$[●] US$4.50 per Class A Ordinary Share (being the mid-point of the estimated offer price range set forth on the cover page of this prospectus) and basis to reflect (i) the above; and (ii) the issuance and sale of [●] 1,400,000 Class A Ordinary Shares by us in this Offering at an initial public Offering price of US$[●] US$4.50 per Class A Ordinary Share after deducting underwriting discounts and estimated Offering expenses payable by us.

1 unchanged paragraph

Prior to this Offering, its authorized share capital is will be US$[1,000,000] divided into 1,000,000,000 [40,000,000,000] shares with a par value of US$0.001 US$[0.0.000025] each comprising of (a) 900,000,000 [36,000,000,000] Class A Ordinary Shares with a par value of US$0.001 US$[0.000025] each, and (b) 100,000,000 [4,000,000,000] Class B Ordinary Shares with a par value of US$0.001 US$[0.000025] each.

3 unchanged paragraphs

Ordinary Shares, 1,000,000,000 Ordinary Shares

authorized, [●] Class A Ordinary Shares issued and outstanding and [●] Class B Ordinary Shares issued and outstanding;

increase (decrease) of [●] in the number of Class A Ordinary Shares offered by us would increase (decrease) each of total shareholders' equity and total capitalization by US$[●], based on an assumed initial public offering price of US$[●] per share, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated expenses payable by us.

Shares, 40,000,000,000 shares authorized to issue, comprising of (a) [36,000,000,000] Class A Ordinary Shares with a par value of [US$0.000025] each, and (b) [4,000,000,000] Class B Ordinary Shares with a par value of [US$0.000025] each, as of December 31, 2024;

[●] [28,600,000] Class A Ordinary Shares issued and outstanding and [●] [1,800,000] Class B Ordinary Shares issued and outstanding on actual basis and; [30,000,000] Class A Ordinary Shares issued and outstanding and [1,800,000] Class B Ordinary Shares outstanding, on a pro forma as adjusted as at [●], 2025 basis (assuming 1,400,000 Class A Ordinary Shares to be issued in this Offering) - [●] Additional paid-in capital [●] 4,163,311 [●] Accumulated other comprehensive income 57,318 Accumulated losses (2,059,120 ) [●] Total Shareholders' Equity [●] 2,161,509 [●] Total Capitalization [●] 9,237,335 [●] A US$1.00 increase (decrease) in the assumed initial public offering price of US$[●] US$[4.50] per Ordinary Share, which is the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by US$[●], assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated expenses payable by us.

number of our Class A Ordinary Shares to be outstanding after this Offering is based on [●] [30,000,000] Class A Ordinary Shares outstanding as of [●]. [December 31, 2024].

Reflects the sale of Class A Ordinary Shares in this Offering at an assumed initial public offering price of US$[●] US$[4.50] per Class A Ordinary Share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. The as-adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately US$[●].

Dilution 4 changes

1 unchanged paragraph

This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] per Class A Ordinary Share to our existing stockholders and an immediate dilution of US$[●] per Class A Ordinary Share to new investors purchasing Class A Ordinary following table illustrates this dilution on a per share basis to new investors.

net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Class A Ordinary Shares. After giving effect to the sale of Class A Ordinary Shares in this Offering by the Company at an initial public offering price of US$[●] US$[4.50] per Class A Ordinary Share (being the mid-point of the offer price range set out on the cover of this prospectus), after deducting US$[●] US$640,000 in underwriting discounts and commissions and estimated Offering expenses payable by the Company of approximately US$[●], US$1,136,665, the pro forma as adjusted net tangible book value as of December 31, 2024 would have been approximately US$[●], US$5,984,844, or US$[●] US$0.20 per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.12 per Class A Ordinary Share to our existing stockholders and an immediate dilution of US$3.80 per Class A Ordinary Share to new investors purchasing Class A Ordinary Shares in this Offering.

following table illustrates this dilution on a per share basis to new investors.

3 unchanged paragraphs

per Class A Ordinary Share attributable to the investors in this Offering [●] [0.12] Pro forma net tangible book value per Class A Ordinary Share after giving effect to this Offering [●] [0.20] Dilution per Class A Ordinary Share to new investors participating in this Offering [●] [3.80] (1) Being the mid-point of the offer price range.

34 unchanged paragraphs

MD&A 16 changes

199 unchanged paragraphs

On incorporation, our authorized share capital is was US$1,000,000 divided into 1,000,000,000 shares with a par value of US$0.001 each, comprising of (a) 900,000,000 Class A Ordinary Shares of with a par value of US$0.001 each, and (b) 100,000,000 Class B Ordinary Shares of with a par value of US$0.001 each. Following incorporation, our then share capital was held 100% by Hintech as to 100 Class A Ordinary Shares.

[●], June 30, 2025, Mr. Ho, Mr. Chan, Mr. Luk, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut and Feldspar transferred all their respective shares in FFA to the Company in consideration of the Company allotting and issuing 267,684 Class A Ordinary Shares, 193,302 Class A Ordinary Shares, 129,400 Class A Ordinary Shares, 68,182 Class A Ordinary Shares, 46,000 Class A Ordinary Shares. 46,000 Class A Ordinary Shares, 46,000 Class A Ordinary Shares, 46,000 Class A Ordinary Shares, 45,200 Class A Ordinary Shares, 41,000 Class A Ordinary Shares and 41,000 Class A Ordinary Shares to Hintech under the direction of Mr. Ho, Dixon under the direction of Mr. Chan, Elytron under the direction Mr. Luk, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut and Feldspar, respectively credited as fully paid.

[●] July 4, 2025, Hintech, Dixon and Daily entered into a sale and purchase agreement whereby Hintech transferred 22,400 Class A Ordinary Shares and Dixon transferred 10,000 Class A Ordinary Shares to Daily.

[●] July 11, 2025, the Company and Mr. Chen Wei entered into a subscription agreement whereby Mr. Chen Wei subscribed for 4,914 2,457 Class A Ordinary Shares.

[●] July 11, 2025, the Company and Mr. Chen Jackson Jadyn entered into a subscription agreement whereby Mr. Chen Jackson Jadyn subscribed for 14,040 Class A Ordinary Shares.

[●] July 11, 2025, the Company and Supreme entered into a subscription agreement whereby Supreme subscribed for 6,318 Class A Ordinary Shares.

[●] July 11, 2025, the Company and Mr. Mak entered into a subscription agreement whereby Mr. Mak subscribed for 3,240 Class A Ordinary Shares.

[●] July 11, 2025, the Company and Mr. Ngan entered into a subscription agreement whereby Mr. Ngan subscribed for 1,620 4,077 Class to the effective date of the registration statement of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan were allocated [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares and [●] Class the Company [will effect] a Ordinary [1:40] sub-division of its shares respectively, for cash at par to effectively implement (a "forward stock split").

Following the forward stock split, the Company's authorized share capital will remain US$[1,000,000], comprising of (a) [36,000,000,000] Class A Ordinary Shares with a par value of US$0.000025 each; and (b) [4,000,000,000] Class B Ordinary Shares with a par value of US$[0.000025] each). On [●], each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan [will surrender] [2,797,377] Class A Ordinary Shares, [2,089,642] Class A Ordinary Shares, [1,475,160] Class A Ordinary Shares, [777,275] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [515,280] Class A Ordinary Shares, [467,400] Class A Ordinary Shares, [467,400] Class A Ordinary Shares, [369,360] Class A Ordinary Shares, [28,010] Class A Ordinary Shares, [160,056] Class A Ordinary Shares, [72,025] Class A Ordinary Shares, [36,936] Class A Ordinary Shares and [46,478] Class A Ordinary Shares, respectively, to the Company, or approximately [28.5]% of their shareholdings each. None of these shareholders surrendering their Class A Ordinary Shares [will receive] any consideration for surrender of their ordinary shares, nor are there any agreements or arrangements in place under which any of these shareholders will surrender their remaining Class A Ordinary Shares. Unless otherwise indicated, all references to ordinary shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the [1:40] forward stock split and the Class A Ordinary Shares surrendered by our existing shareholders on [●], 2025 as if they had occurred at the beginning of the earliest period presented. Following the forward stock split and surrenders and prior to this Offering, there will be [28,600,000] Class A Ordinary Shares issued.

On [●] 2025, the Company allotted and issued [●] Class B Ordinary Shares to Hintech and [●] Class B Ordinary Shares to Dixon.

[1,000,000] Class B Ordinary Shares to Hintech and [800,000] Class B Ordinary Shares to Dixon.

Immediately prior to this Offering, Hintech,

of the date of this prospectus, Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan were will be holding [●] [7,017,983] Class A Ordinary Shares, [●] [5,242,437] Class A Ordinary Shares, [●] [3,700,840] Class A Ordinary Shares, [●] [1,950,005] Class A Ordinary Shares, [●] [1,315,600] Class A Ordinary Shares, [●] [1,315,600] Class A Ordinary Shares, [●] [1,315,600] Class A Ordinary Shares, [●] [1,315,600] Class A Ordinary Shares, [●] [1,292,720] Class A Ordinary Shares, [●] [1,172,600] Class A Ordinary Shares, [●] [1,172,600] Class A Ordinary Shares, [●] [926,640] Class A Ordinary Shares, [●] [70,270] Class A Ordinary Shares, [●] [401,544] Class A Ordinary Shares, [●] [180,695] Class A Ordinary Shares, [●] [92,664] Class A Ordinary Shares and [●] [116,602] Class A Ordinary Shares, respectively. Our Class B Ordinary Shares were will be held by Hintech and Dixon as to [●] [1,000,000] Class B Ordinary Shares and [●] [800,000] Class B Ordinary Shares, respectively.

3 unchanged paragraphs

following diagram illustrates our corporate structure as of the date of this prospectus but before completion of our Offering. All percentages reflected the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class A Ordinary Shares is entitled to one (1) vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to thirty (30) votes per Class B Ordinary following diagram illustrates our corporate structure upon completion of our Offering based on a proposed [●] 1,600,000 Class A Ordinary Shares being offered by us and 400,000 Class A Ordinary Shares by the Selling Shareholder. All percentages reflected the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class A Ordinary Shares is entitled to one (1) vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to thirty (30) votes per Class B Ordinary Share.

3 unchanged paragraphs

Group International Limited was incorporated in Hong Kong in with limited liability on October 26, 2016. Following a group reorganization which was completed on [●] June 30, 2025, NWG became our indirect wholly-owned subsidiary. Since its incorporation, NWG has been carrying on the business of wholesale and retail, and marketing services of sports nutrition products in Hong Kong.

Limited was incorporated in Hong Kong in with limited liability on December 7, 2006. Following a group reorganization which was completed on [●] June 30, 2025, Myron became our indirect wholly-owned subsidiary. Since October 2016, Myron has been carrying on the business of trading of sports nutrition products in Hong Kong.

15 unchanged paragraphs

Management 68 changes

5 unchanged paragraphs

All directors and executive officers and independent directors as a group [●] 40.99 12,260,420 42.87 % [●] [●] [●] [●] [●] 11,660,420 38.87 1,800,000 78.17 Class A Ordinary Shares Beneficially Owned Prior to this Offering Class A Ordinary Shares Beneficially Owned After to this Offering Class B Ordinary Shares Beneficially Owned Prior to and After this Offering Percentage of Voting Power After this Offering Number Percent(%) Number Percent (%) Number Percent (%) Percent(%) 5 % Shareholders:

Hintech Solutions Limited (2)

Dixon Dynamics Company Limited (3)

Elytron Innovations Limited (4)

Cipher Future Development Limited (5)

4 unchanged paragraphs

[●] Class A Ordinary Shares outstanding and [●] Class B Ordinary

Shares held by Hintech which is wholly-owned by Mr. Ho.

[●] Class A Ordinary Shares outstanding held by Dixon which is wholly-owned by Mr. Chan.

number of our Class A Ordinary Shares to be outstanding after this Offering is based on [●] 30,000,000 Class A Ordinary Shares outstanding. as of the date of this prospectus.

Solutions Limited is wholly-owned by Mr. Ho. Mr. Ho holds his Class A Ordinary Shares and Class B Ordinary Shares through Hintech Solutions Limited.

Dynamics Company Limited is wholly-owned by Mr. Chan. Mr. Chan holds his Class A Ordinary Shares and Class B Ordinary Shares through Dixon Dynamics Company Limited.

[●] Class A Ordinary Shares outstanding held by Elytron which Innovations Limited is wholly-owned by Mr. Luk. Mr. Luk holds his Class A Ordinary Shares through Elytron Innovations Limited.

1 unchanged paragraph

SELLING SHAREHOLDERS

[●] Class A Ordinary Shares by the Selling Shareholders. This prospectus and any prospectus supplement will only permit the Selling Shareholders to sell the number of Class A Ordinary Shares identified in the column "Number of Class A Ordinary Shares to be Sold."

This prospectus covers the offering of in aggregate

of 600,000 Class A Ordinary Shares by the Selling Shareholder. This prospectus and any prospectus supplement will only permit the Selling Shareholder to sell the number of Class A Ordinary Shares identified in the column "Number of Class A Ordinary Shares to be Sold." The Class A Ordinary Shares owned by the Selling Shareholders Shareholder are "restricted" securities under applicable United States federal and state securities laws and are being registered pursuant to this prospectus to enable the Selling Shareholders Shareholder the opportunity to sell those Class A Ordinary Shares in this Offering.

1 unchanged paragraph

(1) Based on [●] Class A Ordinary

Shareholders, Shareholder, the number and percentage of Class A Ordinary Shares beneficially owned by the Selling Shareholders, Shareholder, the number of Class A Ordinary Shares sold in this Offering and the number and percentage of Class A Ordinary Shares the Selling Shareholders Shareholder will own after the Offering. The information appearing in the table below is based on information provided by or on behalf of the named Selling Shareholders. Shareholder. We will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholders. Shareholder.

Ownership of Class A Ordinary Shares

Ownership of Class A Ordinary Shares

Hintech Solutions Limited

(1) Based on 28,600,000 Class

A Ordinary Shares issued and outstanding immediately prior to the Offering and [●] 30,000,000 Class A Ordinary Shares and [●] Class B Ordinary Shares to be issued and outstanding immediately after the Offering.

84 unchanged paragraphs

Immediately prior to the

completion of this offering, we will have [●] Class A Ordinary Shares and [●] Class B Ordinary Shares issued and outstanding.

of the date of this prospectus, incorporation, our authorized share capital is was US$1,000,000 divided into 1,000,000,000 Ordinary shares with a par value of US$0.001 per share, each, comprising of (a) 900,000,000 Class A Ordinary Shares with a par value of US$0.001 each, and (b) 100,000,000 Class B Ordinary Shares with a par value of US$0.001 each. Prior to this Offering, our authorized share capital will be US$[1,000,000] divided into [40,000,000,000] shares with a par value of US$[0.000025] per share, comprising of (a) [36,000,000,000] Class A Ordinary Shares with a par value of US$[0.000025] each, and (b) [4,000,000,000] Class B Ordinary Shares with a par value of US$[0.000025] each. As of the date of this prospectus, [●] [28,600,000] Class A Ordinary Shares and [●] [1,800,000] Class B Ordinary Shares are issued and outstanding.

prior to the completion of this Offering, we [will have] [28,600,000] Class A Ordinary Shares and [1,800,000] Class B Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid and non-assessable, and are issued in registered form, and are issued when registered in our register of members.

78 unchanged paragraphs

On [●], 2025, Mr. Ho, Mr. Chan, Mr. Luk, Cipher,

Mr. Ho, Mr. Chan, Mr. Luk, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut and Feldspar transferred all their respective shares in FFA to the Company in consideration of the Company allotting and issuing 267,684 Class A Ordinary Shares, 193,302 Class A Ordinary Shares, 129,400 Class A Ordinary Shares, 68,182 Class A Ordinary Shares, 46,000 Class A Ordinary Shares. 46,000 Class A Ordinary Shares, 46,000 Class A Ordinary Shares, 46,000 Class A Ordinary Shares, 45,200 Class A Ordinary Shares, 41,000 Class A Ordinary Shares and 41,000 Class A Ordinary Shares to Hintech under the direction of Mr. Ho, Dixon under the direction of Mr. Chan, Elytron under the direction Mr. Luk, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut and Feldspar, respectively credited as fully paid.

the Company and Mr. Chen Wei entered into a subscription agreement whereby Mr. Chen Wei subscribed for 2,457 Class A Ordinary the Company and Mr. Chen Jackson Jadyn entered into a subscription agreement whereby Mr. Chen Jackson Jadyn subscribed for 14,040 Class the Company and Supreme entered into a subscription agreement whereby Supreme subscribed for 6,318 Class A Ordinary Shares.

the Company and Mr. Mak entered into a subscription agreement whereby Mr. Mak subscribed for 3,240 Class A Ordinary Shares.

the Company and Mr. Ngan entered into a subscription agreement whereby Mr. Ngan subscribed for 4,077 Class A Ordinary Shares.

Prior to the effective date of the

registration statement of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, the Company [will effect] a [1:40] sub-division of its shares (a "forward stock split"). Following the forward stock split, the Company's authorized share capital will remain US$[1,000,000], comprising of (a) [36,000,000,000] Class A Ordinary Shares with a par value of US$[0.000025] each; and (b) [4,000,000,000] Class B Ordinary Shares with a par value of US$[0.000025] each. On [●], each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan [will surrender] [2,797,377] Class A Ordinary Shares, [2,089,643] Class A Ordinary Shares, [1,475,160] Class A Ordinary Shares, [777,275] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [524,400] Class A Ordinary Shares, [515,280] Class A Ordinary Shares, [467,400] Class A Ordinary Shares, [467,400] Class A Ordinary Shares, [369,360] Class A Ordinary Shares, [28,010] Class A Ordinary Shares, [160,056] Class A Ordinary Shares, [72,025] Class A Ordinary Shares, [36,936] Class A Ordinary Shares and [46,478] Class A Ordinary Shares, respectively, to the Company, or approximately [28.5]% of their shareholdings each. None of these shareholders surrendering their Class A Ordinary Shares [will receive] any consideration for surrender of their ordinary shares, nor are there any agreements or arrangements in place under which any of these shareholders will surrender their remaining Class A Ordinary Shares.

1 unchanged paragraph

On [●] 2025, the Company and Mr. Chen Wei entered

into a subscription agreement whereby Mr. Chen Wei subscribed for 4,914 Class A Ordinary Shares.

On [●] 2025, the Company and Mr. Chen Jackson

Jadyn entered into a subscription agreement whereby Mr. Chen Jackson Jadyn subscribed for 14,040 Class A Ordinary Shares.

On [●] 2025, the Company and Supreme entered

into a subscription agreement whereby Supreme subscribed for 6,318 Class A Ordinary Shares.

On [●] 2025, the Company and Mr. Mak entered

into a subscription agreement whereby Mr. Mak subscribed for 3,240 Class A Ordinary Shares.

On [●] 2025, the Company and Mr. Ngan

entered into a subscription agreement whereby Mr. Ngan subscribed for 1,620 Class A Ordinary Shares.

Prior to the effective date of the registration statement

of which this prospectus forms a part, on [●], for the purpose of maintaining proportional shareholdings before and after the Offering and taking into account of the public float requirement of Nasdaq Capital Market, each of our existing Shareholders, namely Hintech, Dixon, Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan were allocated [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares, [●] Class A Ordinary Shares and [●] Class A Ordinary Shares, respectively, for cash at par to effectively implement a forward split.

[●] [1,000,000] Class B Ordinary Shares to Hintech and [●] [800,000] Class B Ordinary Shares to Dixon.

42 unchanged paragraphs

Directors' Fiduciary

Duties . Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders.

Fiduciary Duties . Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation.

He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director or officer and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.

However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

67 unchanged paragraphs

Before our initial public offering, there has not

offering, there has not been a public market for our Class A Ordinary Shares, and although we plan to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market, a regular trading market for our Class A Ordinary Shares may not develop. Future sales of substantial amounts of our Class A Ordinary Shares in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Class A Ordinary Shares to fall or impair our ability to raise equity capital in the future. Upon completion of this Offering, we will have outstanding Ordinary Shares held by public shareholders representing approximately [●]% of our Class A Ordinary Shares in issue, and approximately [●]% of our Class A Ordinary Shares in issue. We will also have [●] Class B Ordinary Shares in issue.

All of the Class A Ordinary Shares sold in this offering

Shares sold in this Offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act.

1 unchanged paragraph

All of our Class A Ordinary Shares outstanding prior

Shares outstanding prior to the closing of this Offering are "restricted securities," as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement, such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

5 unchanged paragraphs

of Class A Ordinary Shares then outstanding, in the form of Ordinary Shares or otherwise, which will equal approximately [●] Class A Ordinary Shares immediately after this offering;

● the average weekly

of the number of Class A Ordinary Shares then outstanding, in the form of Ordinary Shares or otherwise, which will equal approximately [●] Class A Ordinary Shares immediately after this Offering; or trading volume of the Class A Ordinary Shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

2 unchanged paragraphs

In general, under Rule 701 of the Securities Act

701 of the Securities Act as currently in effect, each of our employees, consultants, or advisors who purchases our Ordinary Shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this Offering is eligible to resell those Ordinary Shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

73 unchanged paragraphs

The discussion set forth below is addressed only

below is addressed only to U.S. Holders (as defined below) that purchase Class A Ordinary Shares in this Offering. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.

27 unchanged paragraphs

Based on our operations

operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash we raise in this Offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash we raise in this Offering. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this Offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we raise in this Offering) that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely "mark-to-market" election as described below, you may still avoid some of the adverse effects of the PFIC regime by making a "purging election" (as described below) with respect to the Class A Ordinary Shares.

52 unchanged paragraphs

Plan of distribution 9 changes

3 unchanged paragraphs

[Bancroft Capital, LLC]

6 unchanged paragraphs

public Offering price.

The underwriting discounts

The underwriting discounts are [7.0]% of the initial public Offering price.

19 unchanged paragraphs

Our officers, directors and principal shareholders

and principal shareholders (5% or more shareholders) have agreed, subject to certain exceptions, to a 180 days "lock-up" period from the first trading day of our Class A Ordinary Shares with respect to the Class A Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued except that the aforementioned lock-up does not include the 600,000 Class A Ordinary Shares offered by the Selling Shareholder in this Offering. This means that, for a period of 180 days from the first trading day of our Class A Ordinary Shares, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the underwriters. We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for [6] months following the closing of this Offering, subject to certain customary exceptions, without the prior written consent of the underwriter.

28 unchanged paragraphs

Neither we nor the Selling Shareholder nor the underwriters

Neither we nor the Selling Shareholders nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our Class A Ordinary Shares. These transactions may occur on the Nasdaq or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

11 unchanged paragraphs

excluding underwriting discounts, which are expected to be incurred by us in connection with the offer and sale of the Class A Ordinary Shares by us and the Selling Shareholders. Shareholder. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority (" FINRA ") filing fee and the Nasdaq entry and listing fee, all amounts are estimates.

673 unchanged paragraphs

Exhibits 3 changes

3 unchanged paragraphs

Amended and Restated Memorandum and Articles of Association of the Registrant, as adopted by special resolution passed on [date] 5.1* Opinion of Conyers Dill & Pearman regarding the validity of securities being registered* 5.2* Opinion of Robertsons regarding Hong Kong legal matters* 5.3* Opinion of Guangdong Wesley Law Firm regarding PRC legal matters* 5.4* Opinion of Christopher & Lee Ong regarding Malaysia legal matters* 8.1* Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters (included in Exhibit [5.1]) 8.2* Opinion of Guangdong Wesley Law Firm regarding certain PRC tax matters (included in Exhibit [5.3]) 8.3* Opinion of Christopher & Lee Wong regarding certain Malaysian tax matters (included in Exhibit [5.2]) 10.1 ^ Distributor Agreement between the largest supplier and Myron Ltd commencing on September 3, 2024 10.2 ^ Letter of appointment appointing NW Group International Limited as authorized exclusive distributor with effect from January 1, 2025 10.3 Form of Director Offer Letter between the Registrant and each of its directors 10.4 Form of Employment Agreement between the Registrant and each of its executive officers 10.5 Form of Indemnification Agreement between the Registrant and each of its directors and executive directors 21.1 List of Subsidiaries of the Registrant 23.1* Consent of Conyers Dill & Pearman (included in Exhibits [5.1] and [8.1]) 23.2* Consent of Robertsons (included in Exhibit [5.2]) 23.3* Consent of Guangdong Wesley Law Firm (included in Exhibit [5.3]) 23.4* Consent of Christopher & Lee Ong (included in Exhibit [5.4]) 23.5 Consent of ARK Pro CPA & Co 24.1 Power of Attorney (included on signature page) 99.1 Independent director Offer Letter with Ms. Hu 99.2 Independent director Offer Letter with Mr. Sung 99.3 Independent director Offer Letter with Mr. Anthony Wong 99.4* Equity Incentive Plan* 99.5 Code of Ethics of the Registrant 99.6 Consent of Ms. Hu 99.7 Consent of Mr. Sung 99.8 Consent of Mr. Anthong Anthony Wong 107* 99.9 Audit Committee Charter of the Registrant 99.10 Compensation Committee Charter of the Registrant 99.11 Nomination Committee Charter of the Registrant Filing Fee Table * To be filed by amendment ** Previously filed Filed herewith ^ Certain confidential information contained in this exhibit, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on [●], August 11, 2025.

9 unchanged paragraphs

to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on [●], August 11, 2025.