Fitness Fanatics: securities offering (amended)

Cover page 5 changes

filed with the U.S. Securities and Exchange Commission on August 22, September 8, 2025.

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TO COMPLETION, DATED AUGUST 22, 2025

TO COMPLETION, DATED SEPTEMBER 8, 2025

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beginning on page 150. 148.

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date of this prospectus is August 22, September 8, 2025

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Forward-looking statements 1 change

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Mr. Chan Chen Jackson Jadyn, an Independent Third Party.

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Use of proceeds 2 changes

estimate that we will receive net proceeds from the sale of Class A Ordinary Shares of approximately US$[●] US$4,402,405 based upon an assumed Offering Price of US$4.50 per share (being the mid-point of the offer price range set forth on the cover page of this prospectus), of net proceeds from this Offering after deducting underwriting discounts and commissions and estimated Offering expenses of approximately US$[●] US$1,897,595 payable by us.

US$0.50 increase (decrease) in the assumed Offering Price of US$4.50 per share (being the mid-point of the offer price range stated on the cover of this prospectus) would increase (decrease) the net proceeds to us from this Offering by US$[●], US$644,000, 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.

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Capitalization 6 changes

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a pro forma as adjusted giving effect to the completion of (a) the issuance of 861,775 Class A Ordinary Shares under private placement among certain investors for US$464,745; and (b) the firm commitment Offering at an assumed public offering price of 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$4.50 per Class A Ordinary Share after deducting underwriting discounts and estimated Offering expenses payable by us.

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Prior to this Offering, its authorized share capital will be US$1,000,000 divided into 40,000,000,000 shares with a par value of US$[0.0.000025] US$0.000025 each 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.

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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;

Shares, 40,000,000,000 shares authorized, $0.000025 par value

[28,600,000] Class A Ordinary Share, 36,000,000,000 shares authorized; $0.000025 par value; 27,738,225 shares issued and outstanding as of December 31, 2024 and [1,800,000] 2023 Class B Ordinary Share, 4,000,000,000 shares issued and outstanding on actual basis and; [30,000,000] Class A Ordinary authorized, $0.000025 par value, 1,800,000 shares issued and outstanding and [1,800,000] Class B Ordinary Shares outstanding, on a pro forma as adjusted basis (assuming 1,400,000 Class A Ordinary Shares to be issued in this Offering) of December 31, 2024 and 2023 (45 ) - Additional paid-in capital 4,163,311 [●] 4,162,618 9,029,711 Accumulated other comprehensive income 57,318 57,318 Accumulated losses (2,059,120 ) (2,059,120 ) Total Shareholders' Equity 2,161,509 [●] 7,028,704 Total Capitalization 9,237,335 [●] 8,855,363 13,722,558 A US$1.00 increase (decrease) in the assumed initial public offering price of US$4.50 per Ordinary Share, which is the mid-point of the estimated range of the initial public offering price set forth on the front cover of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by US$[●], US$1,288,000, 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.

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Reflects the sale of Class A Ordinary Shares in this Offering at an assumed initial public offering price of US$4.50 per Class A Ordinary Share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. The as-adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately US$[●]. US$4,402,405.

Dilution 2 changes

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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$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$720,000 in underwriting discounts and non-accountable expense allowance, commissions and estimated Offering expenses payable by the Company, of approximately US$1,196,665, the pro forma as adjusted net tangible book value as of December 31, 2024 would have been approximately US$6,604,844, US$7,028,704, or US$0.22 US$0.23 per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.14 US$0.15 per Class A Ordinary Share to our existing stockholders and an immediate dilution of US$4.28 US$4.27 per Class A Ordinary Share to new investors purchasing Class A Ordinary Shares in this Offering.

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per Class A Ordinary Share attributable to the investors in this Offering [0.14] 0.15 Pro forma net tangible book value per Class A Ordinary Share after giving effect to this Offering [0.22] 0.23 Dilution per Class A Ordinary Share to new investors participating in this Offering [4.28] 4.27 (1) Being the mid-point of the offer price range.

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MD&A 9 changes

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it was partially offset by working capital changes, which resulted in cash usage of US$1.3 million and US$2.6 million for the fiscal years ended December 31, 2024 and 2023, respectively. These working capital changes mainly included an increase in accounts receivables of US$2.6 million for the fiscal year ended December 31, 2024 and an a decrease in inventory of US$1.0 million for the fiscal year ended December 31, 2024.

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B2B sales, we typically arranges arrange the delivery of products to customers. Revenue is generally recognized when the customer obtains control of the product, which occurs at a point in time, and may be upon shipment or upon delivery to the designated place as collected and accepted by the customer, as agreed in a contract. We procure and pay for shipping costs, up to the place of destination for the customers.

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the credit risk related to accounts receivable, we perform periodic credit evaluations of its customers' financial condition and generally does not require collateral. Accounts receivable are typically unsecured and are derived from revenues earned from customers in Hong Kong. We perform periodic credit evaluations and provides provide an allowance for unexpected credit losses to reduce the accounts receivable balance to its net realizable value. We seek to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by management.

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Prior to the effective date of the registration statement

statement of which this prospectus forms a part, on [●], September 4, 2025, 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] effected a 1:40 sub-division of its shares (a "forward stock split"). Following the forward stock split, the Company's authorized share capital becomes US$1,000,000 divided into 40,000,000,000 shares, 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 [●], September 4, 2025, 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] surrendered 2,797,377 Class A Ordinary Shares, 2,089,642 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] received 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 [●], September 4, 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 [●] September 4, 2025, the Company allotted and issued

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

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Elytron, Cipher, Blueberry, Tenmoku, Billion, Comet, Ace, Chestnut, Feldspar, Daily, Mr. Chen Wei, Mr. Chen Jackson Jadyn, Supreme, Mr. Mak and Mr. Ngan will be are 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 will be are held by Hintech and Dixon as to 1,000,000 Class B Ordinary Shares and 800,000 Class B Ordinary Shares, respectively.

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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 1,400,000 Class A Ordinary Shares being offered by us and 400,000 600,000 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.

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Management 9 changes

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share capital 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 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 is US$1,000,000 divided into 40,000,000,000 shares with a par value As of US$0.000025 per share, comprising the date of (a) 36,000,000,000 this prospectus, 28,600,000 Class A Ordinary Shares with a par value of US$0.000025 each and (b) 4,000,000,000 1,800,000 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.

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Prior to the effective date of the registration

registration statement of which this prospectus forms a part, on [●], September 4, 2025, 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] effected a 1:40 sub-division of its shares (a "forward stock split"). Following the forward stock split, the Company's authorized share capital becomes US$1,000,000 divided into 40,000,000,000 shares, 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 [●], September 4, 2025, 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] surrendered 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] received 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.

On [●] September 4, 2025, the Company allotted and issued

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

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Upon completion of this Offering, we will have [●]

Offering, we will have 30,000,000 Class A Ordinary Shares issued and outstanding.

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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 2,000,000 Class A Ordinary Shares held by public shareholders representing approximately [●]% of our Class A Ordinary Shares in issue, and approximately [●]% 6.67% of our Class A Ordinary Shares in issue. We will also have [●] 1,800,000 Class B Ordinary Shares in issue.

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of the number of Class A Ordinary Shares then outstanding, in the form of Ordinary Shares or otherwise, which will equal approximately [●] 300,000 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.

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Plan of distribution 48 changes

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We estimate that the total

estimate that the total expenses of the Offering payable by us, excluding the total underwriting discount, and including the above-referenced advance to the underwriter, will be approximately US$[●]. US$1,700,000.

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Set forth below is an itemization of the total expenses,

of the total expenses, excluding underwriting discounts and the non-accountable expense allowance, 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 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.

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2, 2025, except for Note Notes 18 and 19 as to which the date is June 13, 2025, and further amendments to Note 19 as to which the dates are June 27, 2025 and July 8, 2025, and amendments to Notes 1, 11, 12 and 20 as to which the date is September 8, 2025.

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accompanying notes to the combined financial statements.

shares, 1,000,000,000 40,000,000,000 shares authorized, $0.001 $0.000025 par value

Class A Ordinary Share, 900,000,000 36,000,000,000 shares authorized;

$0.001 $0.000025 par value; 100 27,738,225 shares issued and outstanding as of December 31, 2024 and 2023 - - Class B Ordinary Share, 100,000,000 4,000,000,000 shares authorized, $0.001 $0.000025 par value, no 1,800,000 shares issued and outstanding as of December 31, 2024 and 2023 - - Shares to be issued, 969,768 Class A Ordinary Shares Subscription receivable (970 ) (970 (45 (45 ) Additional paid-in capital 4,163,311 3,910,436 4,162,618 3,909,743 Accumulated other comprehensive income 57,318 26,779 Accumulated losses (2,059,120 ) (3,078,818 ) Total shareholders' equity 2,161,509 858,397 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,233,577 $ 8,570,924 * The share amounts are presented on a retroactive basis, giving effect to the completion of the Group Reorganization (see Note 1). and Forward Stock accompanying notes to the combined financial statements.

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The share amounts and per share data are presented on a retroactive basis, giving effect to the completion of the Group Reorganization and Forward Stock Split (see Note 1).

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(Expressed in United States Dollars ("US$"), except for number of shares) Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares to be issued Additional Accumulated other Total No. of No. of No. of Subscription paid-in comprehensive Accumulated shareholders' shares Amount shares Amount shares Amount receivable capital income losses equity Balance as of January 1, 2023 $ - - 27,738,225 $ - 969,768 693 1,800,000 $ 970 45 $ (970 (45 ) $ 2,633,134 2,632,441 $ 7,137 $ (2,313,854 ) $ 326,417 Capital contribution by founding shareholders - - - - - - - 1,277,302 - - 1,277,302 Foreign currency translation adjustment - - - - - - - - 19,642 19,642 Net loss for the year - - - - - - - - - (764,964 ) (764,964 ) Balance as of December 31, 2023 - - - 969,768 (970 27,738,225 1,800,000 (45 ) 3,910,436 3,909,743 26,779 (3,078,818 ) 858,397 Partial proceeds from private placement - - - - - - - 252,875 - - 252,875 Foreign currency translation adjustment - - - - - - - - 30,539 - 30,539 Net income for the year - - - - - - - - 1,019,698 1,019,698 Balance as of December 31, 2024 27,738,225 $ - - 693 1,800,000 $ - 969,768 45 $ (970 (45 ) $ 4,163,311 4,162,618 $ 57,318 $ (2,059,120 ) $ 2,161,509 * The share amounts are presented on a retroactive basis, giving effect to the completion of the Group Reorganization (see Note and Forward Stock accompanying notes to the combined financial statements.

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2024, the Company has conducted a series of transactions to reorganize the group structure in preparation for the proposed initial public offering (the " Group Reorganization ") and the Group Reorganization was completed in September 2025.

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completion of the above transfers, NWG and Myron became directly wholly-owned subsidiaries of Fitness Fanatics Asia Limited, thereby forming the intermediate holding group (the "Intermediate Group").

Group Reorganization is not completed at the date of filing.

April 23, 2025, Mr. Ho transferred the entire issued share capital of Myron Limited to Fitness Fanatics Asia Limited in exchange for 4 newly allotted and fully paid shares in Fitness Fanatics (d) (4) On April 10, 2025, Cipher Future Development Limited terminated the Shareholders' Agreement in relation to NW Group International Limited ("NWG"). On May 2, 2025, Mr. Ho, Mr. Chan, Mr. Luk and Cipher Future Development Limited transferred all their respective shares in NWG into Fitness Fanatics Asia Limited in consideration of (i) Fitness Fanatics Asia Limited issuing and allotting 1 share in Fitness Fanatics Asia Limited to Mr. Ho; and (ii) Mr. Ho transferring 192 shares, 129 shares and 68 shares in Fitness Fanatics Asia Limited to Mr. Chan, Mr. Luk and Cipher, respectively.

completion of the above transfers, NWG and Myron became directly wholly-owned subsidiaries of Fitness Fanatics Asia Limited, thereby forming the intermediate holding group (the "Intermediate (5) On 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 11, 2025, the Company and Mr. Chen Wei entered into a subscription agreement whereby Mr. Chen Wei subscribed for 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 4,077 Class A Ordinary (7) On September 4, 2025, 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 effected a 1:40 sub-division of its shares (a "Forward Stock Split"). Following the forward stock split, the Company's authorized share capital becomes US$1,000,000 divided into 40,000,000,000 shares, 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. Concurrently, on September 4, 2025, each of the 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 surrendered 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 received 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.

on September 4, 2025, the Company allotted and issued 1,000,000 Class B Ordinary Shares to Hintech and 800,000 Class B Ordinary Shares to Dixon.

indicated or the context otherwise requires, all share numbers and per share data in these combined financial statements have been retroactively presented to reflect the effect of the series of the above share exercises, as if such transactions occurred on the earliest day of the periods presented.

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As of the date of filing, a total

of 100 shares of Class A Ordinary Shares were issued and outstanding.

Under the Group Reorganization (see Note 1), 969,768

shares of Class A Ordinary Shares are to be issued to the Company's existing and founding shareholders.

Unless indicated or the context otherwise

the completion of the Group Reorganization and

Forward Stock Split (see Note 1), the Company has authorized two classes of Ordinary Shares, Class A and Class B. Each of Class A Ordinary Share is entitled to one 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 A Ordinary Share at any time after one year of issuance at the option of the holder thereof on a one-to-one basis. Class B Ordinary Shares will vote together with 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. The total number of Ordinary Shares which the Company is authorized to issue up to the maximum of 40,000,000,000 shares, at a par value of $0.000025 per share, of which 36,000,000,000 shall be designated as Class A Ordinary Shares, and 4,000,000,000 shall be designated as Class B Ordinary Shares.

On July 11, 2025, the Company entered into subscription

agreements with 5 investors (including 2 investors under 2024 private placement). On September 4, 2025, the Company issued 861,775 shares of Class A Ordinary Shares to these investors and the proceeds of approximately $464,745 (equivalent to HK$3,610,000) from private placement are expected to be received by the Company before the effectiveness of Initial Public Offering.

Concurrently, on September 4, 2025, the Company

issued 1,800,000 shares of Class B Ordinary Shares to the controlling shareholders at par value, with the related subscription receivable of $45.

indicated or the context otherwise requires, all share numbers of Ordinary Shares and per share data in this report the combined financial statements have been retroactively presented to reflect the completion of Group Reorganization and Forward Stock Split (see Note 1), as if such transaction transactions had occurred on the earliest day of the periods presented.

the date of this filing, the Company is authorized to issue 36,000,000,000 shares of Class A Ordinary Shares and 4,000,000,000 shares of Class B Ordinary Shares, at a par value of $0.000025 per share, consisting of 28,600,000 shares of Class A Ordinary Shares issued and outstanding, and 1,800,000 shares of Class B Ordinary Shares issued and outstanding.

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The amount of $252,875 represented the partial

capital contribution made by founding shareholders during 2023, which was presented as "additional paid-in capital" under shareholders' equity, as of December 31, 2023. No additional capital was contributed during the year ended December 31, represented the partial proceeds received in advance from certain investors under private placements during 2024, which was presented as "additional paid-in capital" under shareholders' equity. The amount is unsecured, interest-free and non-refundable.

proceeds received in advance from its investors under private placements during 2024, which was presented as "additional paid-in capital" under shareholders' equity. The amount is unsecured, interest-free and non-refundable. The Company will issue its Class A Ordinary Shares to these investors and these investors shall settle the remainder of subscription considerations upon the closing, on or before September 30, 2025. On September 4, 2025, the Company issued 582,239 shares of Class A Ordinary Shares out of the aggregate of 861,775 shares of Class A Ordinary Shares, accordingly.

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Basic earnings per ordinary

share are computed by dividing net income available to the Company's ordinary shareholders by the weighted average number of ordinary shares outstanding during the year using the two-class method. The liquidation and dividend rights of the holders of the Company's Class A and Class B ordinary shares are identical, except with respect to voting and conversion rights. As a result, under the two-class method in accordance with ASC 260, net income available to the Company's ordinary shareholders is allocated between Class A and Class B ordinary shares and other participating securities based on participating rights in undistributed earnings on a proportionate basis.

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as a small low-profit enterprise during the years ended December 31, 2024 and 2023, and accordingly, its taxable income up to CNY3 million was subject to an effective EIT rate of 5%. No provision for income tax has been made as certain subsidiaries utilised utilized their net operating loss carryforwards to offset the taxable income and other subsidiaries did not generate taxable income during the years ended December 31, 2024 and 2023.

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as detailed in Note 1 above, was not completed at the date of filing.

and the Forward Stock Split as detailed in Note 1 above, were completed in September 2025.

On July 11, 2025, the Company entered into subscription

agreements with 5 investors (including 2 investors under 2024 private placement). On September 4, 2025, the Company issued 861,775 shares of Class A Ordinary Shares to these investors and the proceeds of approximately $464,745 (equivalent to HK$3,610,000) from private placement are expected to be received by the Company before the effectiveness of Initial Public Offering.

On September 4, 2025, the Company issued 1,800,000

shares of Class B Ordinary Shares to the controlling shareholders at par value.

Exhibits 3 changes

3 unchanged paragraphs

Amended and Restated Certificate of the Registrant certifying a special resolution approving the amendment to Memorandum and Articles of Association of the Registrant, as adopted by special resolution passed on [date] September 4, 2025 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 Ong regarding certain Malaysian tax matters (included in Exhibit 5.4) 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** Compensation Recovery Policy of the Registrant 99.2** Insider Trading Policy of the Registrant 99.3** Whistleblowe Policy of the Registrant 99.4** Equity Incentive Plan 99.5** Code of Ethics of the Registrant 99.6** 99.5** Consent of Ms. Hu 99.7** 99.6** Consent of Mr. Sung 99.8** 99.7** Consent of Mr. Anthony Wong 99.9** 99.8** Audit Committee Charter of the Registrant 99.10** 99.9** Compensation Committee Charter of the Registrant 99.11** 99.10** Nomination Committee Charter of the Registrant 107** 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 22, September 8, 2025.

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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 22, September 8, 2025.