Fitness Fanatics: securities offering (amended)

Cover page 120 changes

filed with the U.S. Securities and Exchange Commission on September 22, 2025. August 3, 2026.

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Valley Vista Dr., Suite 140

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Avenue of the Americas, 31st 26th floor

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SUBJECT TO COMPLETION,

DATED SEPTEMBER 22, 2025

Class A Ordinary Shares by the Company

Class A Ordinary Shares by the Selling Shareholder

TO COMPLETION, DATED [*], 2026

is an initial public offering by Fitness Fanatics Limited, or the Company or " Fitness Fanatics ", of 1,400,000 class A [7,000,000] ordinary shares of par value of 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 ")

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and a selling shareholder (" Selling Shareholder ") are offering an aggregate 2,000,000 Class 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 Shareholder. We anticipate that the offering price of the

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 4,000,000,000 class B ordinary shares of par value of US$0.000025 each (the " Class B Ordinary Shares ").

Each of our Class A Ordinary Share 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 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.

or " HK "), and other operations conducted by our subsidiaries in Mainland China of the People's Republic of China (" PRC " or " China ") and Malaysia.

are offering an aggregate [7,000,000] Ordinary Shares on a firm commitment basis (the " Offering "). We anticipate that the offering price of the Ordinary Shares will be between US$[4.00] and US$[6.00] per Ordinary Share.

As of the date of this document, the

reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement. Prior to this Offering, the Company will be authorized to issue 40,000,000,000 Ordinary Shares of par value of US$0.000025 each.

Prior to this Offering, there has been no public market

for our Ordinary Shares or Ordinary Shares. We intend to apply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol

to this Offering, there has been no public market for our Class A Ordinary Shares or Class B Ordinary Shares. We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol "FIT". This Offering is contingent upon the listing of our Class A Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Nasdaq Capital Market or another national securities exchange and, if this listing is not successful, this Offering cannot be completed.

Investing in our Ordinary Shares involves a high

in our Class A Ordinary Shares involves a high degree of risk. See the section entitled "Risk Factors" starting on page 19 14 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Class A Ordinary were incorporated in the Cayman Islands on March 28, 2025, as a holding company of our business, which, upon the restructuring as described below, will be primarily operated through our wholly-owned subsidiaries, NWG, Myron, NWSZ, NWSH, Qing Mu and FIT Food. Our Shares.

were incorporated in the Cayman Islands on March 28, 2025, as a holding company of our business, which, upon the restructuring as described below, will be primarily operated through our wholly-owned subsidiaries, NWG, Myron, NWSZ, NWSH, Qing Mu and FIT Food. Our Company is not a Chinese or Hong Kong operating company but a Cayman Islands holding company with main operations conducted by our subsidiaries in the Hong Kong Special Administrative Region of the People's Republic of China (" Hong Kong " or " HK "), and other operations conducted by our subsidiaries in Mainland China of the People's Republic of China (" PRC "

or " China ") and Malaysia.

are investing in Class A Ordinary Shares of our Company, the Cayman Islands holding company. Investors of our Class A Ordinary Shares are not purchasing and may never directly hold equity interests in any of our subsidiaries in particular our Hong Kong subsidiaries,

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are significant legal and operational risks associated with having some of our operations and subsidiaries in the Mainland

China including risks associated with changes in the legal, political and economic policies of the PRC government, the relations between the PRC and the United States, the disallowance of our corporate structure or risks associated with PRC or the U.S. regulations that may materially and adversely affect our business, financial condition and results of operations.

Additionally, the legal and operational risks associated with operating in Mainland China also apply to our operations in Hong

We are subject to uncertainty about any future

Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations;

(ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii)

may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

are significant legal and operational risks associated with having some of our operations and subsidiaries in the Mainland China including risks associated with changes in the legal, political and economic policies of the PRC government, the relations between the PRC and the United States, the disallowance of our corporate structure or risks associated with PRC or the U.S. regulations that may materially and adversely affect our business, financial condition and results of operations. Additionally, the legal and operational risks associated with operating in Mainland China also apply to our operations in Hong Kong, and we face the unique risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to Hong Kong Subsidiaries or Fitness Fanatics, given the substantial operations of our subsidiaries in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our operation in Hong Kong, or in the event that we or our Hong Kong Subsidiaries were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities that we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Kong Subsidiaries were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities that we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

are subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and all the material legal and operational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless.

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Offering and Listing by Domestic Companies (Draft for Comments) (" Draft Overseas Listing Regulations "). The Draft

Issuance and Listing ") shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas

on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (" Indirect Overseas Issuance and Listing ")

under the Draft Overseas Listing Regulations. On December 28, 2021, the Cyberspace Administration of China (the " CAC ")

2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity

As advised by our PRC counsel,

China, the proportion of operating income, total profit, total assets or net assets of the Mainland China subsidiary does not exceed

50% of the Company's consolidated financial statements in its most recent financial year. Most of the Company's business is still carried out by its Hong Kong subsidiaries, and the main activities and venues of the Company's current operations are located in Hong Kong. Senior management personnel responsible for the operations and management of the Mainland China subsidiary are not citizens of Mainland China and do not frequently reside in Mainland China

Information Protection Law of the People's Republic of China", or "PRC Personal Information Protection Law", which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. On December 24, 2021, the China Securities Regulatory Commission (" CSRC "), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by

Domestic Companies (Draft for Comments) (" Draft Overseas Listing Regulations "). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (" Overseas Issuance and Listing ")

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

On December 28, 2021, the Cyberspace Administration of China (the " CAC ") jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity

Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the " Operators "), shall conduct a cybersecurity review and that any online platform operator who controls more than one million users' personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (" the Trial Administrative Measures "), and five supporting guidelines, which came into effect on March 31, 2023. The Trial Administrative Measures further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the "indirect overseas offering and listing by PRC domestic companies"

Trial Administrative Measures "), and five supporting guidelines, which came into effect on March 31, 2023. The Trial Administrative

Measures further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The Trial

Administrative Measures further clarified and emphasized that the comprehensive determination of the "indirect overseas offering and listing by PRC domestic companies" shall comply with the principle of "substance over form" and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer's operating revenue, total profits, total assets or net assets as documented in its audited consolidated and combined financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer's business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers' obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

advised by our PRC counsel, Guangdong Wesley Law Firm, as of the date of this prospectus, the Company and its subsidiaries are not considered as domestic enterprises indirectly issuing and listing overseas as stipulated in the Trial Administrative Measures. The Company and its subsidiaries are not required to obtain any permissions or approvals from the PRC authorities before listing in the U.S. and to issue our Class A Ordinary Shares to foreign investors, including the CAC or the CSRC because (i) the Company and its subsidiaries currently do not intend to enter into any contractual arrangements with any entities within Mainland China to establish a variable interest entity structure; (ii) the Company and its subsidiaries are not under the actual control of any Mainland China entity or individual Chinese citizens; (iii) although the Company's subsidiary in Mainland China has operations in Mainland China, the proportion of operating income, total profit, total assets or net assets of the Mainland China subsidiary does not exceed 50% of the Company's consolidated financial statements in its most recent financial year. Most of the Company's business is still carried out by its Hong Kong subsidiaries, and the main activities and venues of the Company's current operations are located in Hong Kong. Senior management personnel responsible for the operations and management of the Mainland China subsidiary are not citizens of Mainland China and do not frequently reside in

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the Trial Administrative Measures, domestic companies that seek offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application.

the Trial Administrative Measures, domestic companies that seek offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting and stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from CNY 1 million to CNY 10 million, and in cases of severe violations, the relevant responsible persons may also be warned and each imposed a fine of between CNY500,000 and CNY5,000,000.

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exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See "Risk Factors -

There are political risks associated with conducting business in Hong Kong and in the PRC".

We are not aware of any reasons to believe or

Accountable Act (the " AHFCAA "), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the " CAA ")

Any failure to obtain or delays in obtaining the necessary permissions from the relevant PRC authorities to conduct offerings or list outside of the PRC could subject us or our Operating Subsidiary to potential sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, and other forms of sanctions, as well as affect our or our Operating Subsidiary's ability to conduct business, our ability to invest in Mainland China as foreign investors or accept foreign investments, and our ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange. Besides, the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected.

the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over PRC-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Our company, any Hong Kong subsidiary or Mainland subsidiary has not received any inquiries, notices, warnings or sanctions from the China Securities Regulatory Commission or any other Chinese government authorities regarding plans for overseas listing. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Company's daily business operation, the ability to accept foreign investments and list on an U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See "Risk Factors – There are political risks associated with conducting business in Hong Kong and in the PRC".

addition, our Class A Ordinary Shares may be delisted and prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the " HFCA Act ") if the Public Company Accounting Oversight Board (United States) (the " PCAOB ") is unable to inspect our auditors for two consecutive years. If our Class

A States) (the " PCAOB ") is unable to inspect our auditors for two consecutive years. If our Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our Class A Ordinary Shares.

to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China's Ministry of Finance (the " PRC MOF ") in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in Mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and

2022, the PCAOB signed a Statement of Protocol with the CSRC and China's Ministry of Finance (the " PRC

MOF ") in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in Mainland China and

Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, and voted to vacate the Determination Report.

November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, and voted to vacate the Determination Report. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors outside of our and our auditor's control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and pursue ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Our auditor, ARK Pro CPA & Co, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess ARK Pro CPA & Co's compliance with applicable professional standards. ARK Pro CPA & Co is headquartered in Hong Kong, and can be inspected by the PCAOB. ARK Pro CPA & Co was not identified in the Determination Report as a firm subject to the PCAOB's determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted.

Pro CPA & Co is headquartered in Hong Kong, and can be inspected by the PCAOB. ARK Pro CPA & Co was not identified in the

Determination Report as a firm subject to the PCAOB's determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted.

are not aware of any reasons to believe or conclude that ARK Pro CPA & Co would not permit an inspection by the PCAOB or that it may not be subject to such inspection. However, given the recent developments, we cannot assure you whether PCAOB or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

Our Class A Ordinary Shares could still be delisted and prohibited from being traded over-the-counter under the HFCAA if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence in China. Furthermore, there is no guarantee that future audit reports will be prepared by auditors that are completely inspected by the PCAOB, and, as such, future investors may be deprived of such inspections, which could result in limitations or restrictions to our access of the U.S. capital markets. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the " AHFCAA "), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

On December 29, 2022, the Consolidated Appropriations Act, 2023 (the " CAA ") was signed into law by President Biden.

was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

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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.

have a dual class ordinary share structure. Our Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.

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and 40 more changes in the filing

Forward-looking statements 116 changes

These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business." These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

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our business and operating

business and operating strategies and our various measures to implement such strategies;

our operations and business

operations and business prospects, including development and capital expenditure plans for our existing business;

changes in policies, legislation,

in policies, legislation, regulations or practices in the industry and place in which we operate that may affect our business operations;

our financial condition,

financial condition, results of operations and dividend policy;

in political and economic conditions and competition in the sale and distribution on sports nutrition products and the related industry;

the regulatory environment

regulatory environment and industry outlook in general;

catastrophic losses from

losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

the loss of key personnel

loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

the overall economic environment

overall economic environment and general market and economic conditions in Hong Kong, the PRC and Malaysia;

changes in the need for

in the need for capital and the availability of financing and capital to fund those needs;

our ability to anticipate

ability to anticipate and respond to changes in consumer performances, tastes and trends; and legal, regulatory and other proceedings arising out of our operations.

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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 means business-to-business. Independent Third Party.

"Articles of Association" or "Articles"

means the amended and restated articles of association

of our Company as adopted on [*]. The current articles of association of our Company were adopted on March 28, 2025 and shall be replaced by the amended and restated articles of association to be adopted after completion of the reorganization.

means business-to-business.

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Chestnut Festival Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Zhang Yan, an Independent Third Party.

means the board of Directors of the Company.

Chestnut Festival Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Zhang Yan, an Independent means Cipher Future Development Limited, a company incorporated in the BVI and wholly-owned by Amber International Holding Limited (formerly known as "iClick Interactive Asia Group Limited", whose shares are listed on the Nasdaq Global Market (stock code: AMBR), and an existing shareholder of our Company.

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the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time.

"Companies Ordinance"

means the Companies Ordinance

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time.

means director(s) of the Company.

means Dixon Dynamics Company

Dixon Dynamics Company Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Chan.

"Employees' Compensation Ordinance"

means the Employees'

the Employees' Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time.

"Employment Ordinance"

means the Employment Ordinance

the Employment Ordinance (Chapter 57 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time).

means Elytron Innovations

Elytron Innovations Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Luk.

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means Financial Industry

Financial Industry Regulatory Authority, Inc.

"Group," "our Group," "we" or "us"

means our Company and our subsidiaries.

"HK$," "Hong Kong dollars" or "HK dollars"

means Hong Kong dollars,

Hong Kong dollars, the lawful currency of Hong Kong.

"Hong Kong Subsidiaries"

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a person or company who or which is independent

of Association" or "Memorandum"

collectively the Class A Ordinary Share(s) and Class B Ordinary Share(s).

means Hintech Solutions

Hintech Solutions Limited, a company incorporated in the BVI with limited liability, which is wholly-owned by Mr. Ho.

"Independent Third Party(ies)"

means/mean a person or

company who or which is independent of and is not a 5% beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% beneficial owner of the Company.

means the listing of our Class A Ordinary Shares on the Nasdaq Capital Market or other national securities exchange.

means Chinese mainland

means Chinese mainland of the PRC, excluding Hong Kong and Macau.

means the Macau Special

the Macau Special Administrative Region of the PRC.

"Mandatory Provident Fund Schemes Ordinance"

means the Mandatory Provident

the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time.

"Memorandum of Association"

the amended and restated memorandum of association of our Company as adopted on [*]. The current memorandum of association of our Company was adopted on March 28, 2025 and shall be replaced by the amended and restated memorandum of association to be adopted after completion of the reorganization.

"Minimum Wage Ordinance"

means the Minimum Wage

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.

means mandatory provident

mandatory provident fund to be contributed by an employer in accordance with the Mandatory Provident Fund Schemes Ordinance in means the Mandatory Provident Fund Scheme Authority of Hong Kong.

means the Mandatory Provident

Fund Scheme Authority of Hong Kong.

means Mr. Chan Chun Ming,

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and 36 more changes in the filing

Prospectus summary 111 changes

summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections and our consolidated and combined financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Class A Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements."

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are a leading sports nutrition distributor/seller in Hong Kong that distributes/sells sports nutrition products in Hong Kong, the Mainland China and Malaysia. Over the years, our Group has penetrated and established a presence across a diverse range of channels, including gymnasiums and fitness centers, or gyms, supermarkets, convenience stores, membership stores, specialty stores, e-commerce platforms and online marketplaces. As of December 31, 2024, 2025, our Group has over 1,000 1,500 points of sale (" POS "), in Hong Kong, Mainland China and Malaysia. In addition to product sales, we provide marketing services to sports nutrition brand owners and other distributors, utilizing our extensive omni-channel sales network.

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We have proven track record in the sports nutrition industry.

We have established a comprehensive omni-channel sales and distribution network which also serves as an effective marketing platform.

We are a leading sports nutrition companies in Hong Kong with a diverse and extensive product portfolio.

We have established strategic

alliances with a number of global partners, in particular in the United States.

We have an experienced and committed management team.

We operate in a financially prudent manner.

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establish more operating

more operating office(s) and/or employ more local staff in existing and new markets to scale our business and enhance the functionality across key areas in our regional offices including, sales, marketing, supply chain, customer service, fulfilment and business development, etc.

source more sports nutrition

more sports nutrition products that are catered for these markets, such as sourcing more Halal-certified products to cater for the (iii) develop and/or upgrade our customer relationship management (" CRM ") system to enhance our customer loyalty program; Malaysian market;

develop and/or upgrade

our customer relationship management (" CRM ") system to enhance our customer loyalty program; and (iv) engage in more marketing activities including roadshows, tasting events, social media marketing and search engine marketing to reach out to our target end-consumers.

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were incorporated in the Cayman Islands on March 28, 2025. Our registered office in the Cayman Islands is located at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

of Cash to and From Our Subsidiaries

were incorporated in the Cayman Islands on March 28, 2025. Our registered office in the Cayman Islands is located at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. Our administrative office is located at Flat 15, Block F, UG/F. Wah Lok Industrial Centre, 31-35 Shan Mei Street, Fo Tan, New Territories, Hong Kong. Our telephone number is +852 3100-0001. The information contained on our website (https://www.nwgroupintl.com) does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42 nd Street, 18 th Floor, New York, NY 10168.

Our agent for service of process in the United States is Cogency Global Inc., 122 East 42 nd Street, 18 th Floor, of Cash to and From Our Subsidiaries business is primarily conducted through our Operating Subsidiaries, NWG, Myron, NWSZ, NWSH, Qing Mu and FIT Food. Our Cayman Islands holding company will rely on dividends paid by its Operating Subsidiaries for our Company's working capital and cash needs, including the funds necessary to pay any dividends.

the fiscal years ended December 31, 2024 2025 and 2023, 2024, no transfers, were made from the Company to its Operating Subsidiaries or vice versa or between the Operating Subsidiaries, or to the Company's investors. If we decide to pay dividends on any of our Class A Ordinary Shares, as a holding company, we will depend on the receipt of funds from our Operating Subsidiaries through dividend payments. We are permitted under the laws of the Cayman Islands and BVI to provide funding to our Operating Subsidiaries through loans and/or capital contributions without restriction on the amount of the funds loaned or contributed.

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Islands. Subject to the Companies Act and our Memorandum and Articles of Association, our board of directors may declare dividends and distributions only on our Class A Ordinary Shares and authorize payment of the dividends or distributions out of the funds of the Company. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either its profit or share premium account, provided that in no circumstances may a dividend be paid if such payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

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more information, see "Dividend Policy," "Risk Factors", "Summary Consolidated and Combined Financial and Data" and "Combined Statements of Changes in Shareholders' Equity" in the Report of the independent registered public accounting firm.

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Set out below is a diagram of our corporate structure

as of the date of this prospectus of our Class A Ordinary Shares only. Investors in the offering are purchasing Class A Ordinary Shares in the Cayman Islands Company, namely Fitness Fanatics Limited, and not in any of or PRC or Hong Kong or Malaysian subsidiaries. The PRC regulatory authorities could disallow this structure, which would likely lead to a material change in our operations and/or a material change into the value of the securities that we are registering for sale, including that it could cause to value of such securities to significantly decline or become worthless. There are significant legal and operational risks associated with having some of our operations and subsidiaries in the Mainland China including risks associated with changes in the legal, political and economic policies of the PRC government, the relations between the PRC and the United States, the disallowance of our corporate structure or risks associated with the PRC or the U.S. regulations that may materially and adversely affect our business, financial condition and results of operations.

We are subject to uncertainty about any future

Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations;

(ii) could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

(1) Cipher 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".

(2) Blueberry Farm Holdings Limited, a company incorporated in the BVI with limited liability and wholly-owned by Ms. Suen Tin Yan, an Independent Third Party (3) Tenmoku Limited, a company incorporated in the BVI with limited liability and wholly-owned by Ms. Yip Ka Ki Cherry, an Independent Third Party (4) Billion Track Enterprises Limited, a company incorporated in the BVI with limited liability and wholly-owned by Ms. Cheung Siu Ning, an Independent Third Party (5) Comet Moment Limited, a company incorporated in the BVI with limited liability and wholly-owned by Mr. Lim Jia Li, an Independent Third Party (6) Ace August Limited, a company incorporated in the BVI with limited liability and wholly-owned by Mr. Leung Chi Man Kenny, an Independent Third Party (7) Chestnut Festival Limited, a company incorporated in the BVI with limited liability and wholly-owned by Mr. Zhang Yan, an Independent Third Party (8) Feldspar Enterprises Limited, a company incorporated in the BVI with limited liability and wholly-owned by Mr. Wong Hung Kai, an Independent Third Party.

(9) Daily Smile Limited, a company incorporated in the BVI with limited liability and wholly-owned by Choco Up Holdings Limited, a company incorporated in the BVI with limited liability, an (10) Supreme Mind Limited, a company incorporated in Hong Kong with limited liability and owned as to 33.3% by Ms. Yuan Fengnu, 33.3% by Ms. Yuan Ying, 20% by Mr. Kung Ching-Yao and 13.3% by Ms.Chen Tina P T, each of them is an Independent Third Party.

PRC government may, in the future, disallow our corporate structure, which restrictions would likely result in a material change in our operations and/or in the value of our Ordinary Shares. Such restrictions may cause the value of our Ordinary Shares to decline significantly in value or be rendered worthless. Investing in our Class A Ordinary Shares involves a high degree of risk. See section entitled "Risk Factors" starting on page 19 14 of this prospectus.

out below is a diagram of our corporate structure as of the date of this prospectus of our Ordinary Shares only. Investors in the offering are purchasing Ordinary Shares in the Cayman Islands Company, namely Fitness Fanatics Limited, and not in any of or PRC or Hong Kong or Malaysian subsidiaries. The PRC regulatory authorities could disallow this structure, which would likely lead to a material change in our operations and/or a material change into the value of the securities that we are registering for sale, including that it could cause to value of such securities to significantly decline or become worthless. There are significant legal and operational risks associated with having some of our operations and subsidiaries in the Mainland China including risks associated with changes in the legal, political and economic policies of the PRC government, the relations between the PRC and the United States, the disallowance of our corporate structure or risks associated with the PRC or the U.S. regulations that may materially and adversely affect our business, financial condition and results of operations. Additionally, the legal and operational risks associated with operating in Mainland China also apply to our operations in Hong Kong, and we face the unique risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to Hong Kong Subsidiaries or Fitness Fanatics, given the substantial operations of our subsidiaries in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our operation in Hong Kong, or in the event that we or our Hong Kong Subsidiaries were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities that we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

are subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and all the material legal and operational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless.

risks summarized below are qualified by reference to "Risk Factors" beginning on page 19 14 of this prospectus, which you should carefully consider before making a decision to invest in our Class A Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Ordinary Shares would likely decline, and you may lose all or part of your investment. In reviewing this prospectus, you should bear in mind that past results are no guarantee of future performance. See "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of forward-looking statements, and the significance of forward-looking statements in the context of this prospectus.

1 unchanged paragraph

rely on dividends and other distributions on equity paid by our subsidiaries in Mainland China and any limitation on the ability of our subsidiaries in Mainland China to make payments to us could have a material adverse effect on our ability to conduct our business or financial condition.

Our Class A Ordinary Shares may be prohibited from being

traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.

We rely on our largest

rely on our largest supplier in the supply of sports nutrition products.

Our business relies on

business relies on consumer demand for the sports nutrition products we offer and the continuous growth of the fitness industry.

operate in a highly competitive industry, which may affect impact our market share and results of operations.

If we fail to continue

we fail to continue to source, launch and promote new sports nutrition products, our business and results of operations may be adversely affected.

rely on third-party brand owners and their distributors to for the supply of sports nutrition products to us.

marketing service income is subject to the volatility of client engagement and new client acquisition.

marketing service income relies on repeated engagements and new client acquisition product quality issue issues with our sports nutrition products and any or negative media coverage could materially and adversely affect our business. and results of operations.

Our revenue may be adversely

revenue may be adversely affected by the competition from parallel import stores or e-commerce platforms/online marketplaces and the presence of counterfeits in our markets.

Wholesalers and retailers

and retailers may accumulate excessive or obsolete inventory, and any excessive build-up of inventory could affect the volume of their future orders.

Sales of our sports nutrition

of our sports nutrition products are subject to seasonality and fluctuations.

Our success and business

success and business operations are largely dependent on key management personnel to maintain our business relationships with existing suppliers and customers, secure new business and implement our business strategy.

Any delivery delay, improper

delivery delay, improper handling of products or increase in transportation costs of our third-party logistic service providers could materially and adversely affect our business and results of operations.

We require various licenses,

require various licenses, approvals and permits to operate our business, and the loss of, or failure to obtain or renew, any or all of these licenses or approvals could materially and adversely affect our operations.

we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

We will be subject to changing

will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

Our business is conducted

business is conducted in Hong Kong, Mainland China and Malaysia, and any slowdown in the economies of these markets or slowdown in the sports nutrition industry may adversely affect our business, results of operations and financial performance.

The economic, political

economic, political and social conditions of China as well as its government policies may adversely affect our business and results of operations.

The PRC government may exercise significant oversight

exercise significant oversight and discretion over our operations and corporate structure of our subsidiaries in Mainland China, and offerings that are conducted overseas and/or foreign investment in China based issuers. Any such action or our failure to meet such requirements could result in a material adverse change in our operations, corporate structure and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See "Risk Factors – Risks Relating to jurisdictions in which we operate – The PRC government's significant oversight and discretion over the business operations and corporate structure of our subsidiaries in Mainland China could result in a material adverse change in our operations, corporate structure and the value of our Class A Ordinary Shares." rely on dividends and other distributions on equity paid by our subsidiaries and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business or financial condition.

The legal system in Mainland

legal system in Mainland China embodies uncertainties which could limit the legal protections available to us.

There is foreign exchange

is foreign exchange control in Malaysia and Mainland China.

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

1 unchanged paragraph

Pursuant to the HFCA Act, if the SEC

There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCA Act. If our Class A Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our Class A Ordinary Shares. See "Risk Factors - Risk Relating to our Initial Public Offering and Ownership of our Class A Ordinary Shares - Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.

The delisting of our Class A Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three."

to the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our Ordinary Shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong is subject to uncertainties and depends on a number of factors outside of our and our auditor's control. The PCAOB continues to demand complete access in Mainland China and Hong Kong moving forward and pursue ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

auditor, ARK Pro CPA & Co, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess ARK Pro CPA & Co's compliance with applicable professional standards. ARK Pro CPA & Co is headquartered in Hong Kong. As at the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCA Act. If our Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our Ordinary Shares. See "Risk Factors — Risk Relating to our Initial Public Offering and Ownership of our Ordinary Shares — Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three."

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Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of "one country, two systems".

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and 31 more changes in the filing

The offering 13 changes

Class A Ordinary Shares and 1,800,000 Class B Ordinary Shares.

Class A Ordinary Shares and 1,800,000 Class B Ordinary Shares.

A Ordinary Shares offered in the Offering

Class A Ordinary Shares offered by the Company and 600,000 Class A Ordinary Shares offered by the Selling 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.

Offering price will be between US$[4.00] and US$5.00 US$[6.00] per Class A Ordinary Share.

Outstanding share capital prior to completion of this Offering

Ordinary Shares. See "Description of Share Capital" for more information.

Outstanding share capital immediately after this Offering

Ordinary Shares (or [23,550,000] if the over-allotment option is exercised in full) Ordinary Shares offered in the Offering [7,000,000] Ordinary Shares (or [8,050,000] if the over-allotment option is exercised in full) Option to purchase additional Ordinary Shares We have granted the underwriters an option to purchase up to 15% additional Ordinary Shares from us within 45 days after the closing date of this Offering.

have agreed to issue warrants (the "Underwriters' Warrants") to Craft Capital Management LLC or its designees at the closing warrants to purchase that number of shares equal to 7.0% of the aggregate number of Ordinary Shares sold in this Offering (including over-allotment shares, if applicable). The Underwriters' Warrant will be exercisable at any time and from time to time, in whole or in part, during the 5-year period commencing from the sales in this Offering, at a price per share equal to 125.0% of the Offering price per Ordinary Share.

US$[35,000,000], or US$[40,250,000] if the over-allotment

option is exercised in full (assuming the Offering Price of US$[5.00], being the mid-point of the Offering Price range)

Risk factors 240 changes

in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

2 unchanged paragraphs

the fiscal years ended December 31, 2023 and 2024, we relied heavily on our largest supplier, which is one of the world's largest sports nutrition companies, for the supply of our sports nutrition products. We have signed an exclusive distribution agreement with our largest supplier in 2024, which covers the exclusive distribution rights for four of their sports nutrition brands in Hong Kong. For the fiscal year ended December 31, 2024, we have also entered into two one-year non-exclusive distribution agreements with them, with one authorizing us to distribute one of their meal replacement brands in Hong Kong and the other for distributing one of their sports nutrition brands in Mainland China. Our Group's revenue generated from the sale of sports nutrition products supplied by our largest supplier amounted to approximately US$8.3 million and US$14.1 million, accounted for approximately 69.7% and 72.3% of our revenue during the fiscal years ended December 31, 2023 and 2024, respectively.

We have signed distribution agreements

the fiscal years ended December 31, 2025 and 2024, we relied heavily on our largest supplier, which is one of the world's largest sports nutrition companies, for the supply of our sports nutrition products. We have signed an exclusive distribution agreement with our largest supplier in 2024, which was renewed in 2026 and covers the exclusive distribution rights for three of their sports nutrition brands in Hong Kong. For the fiscal year ended December 31, 2025, we have also entered into a one-year non-exclusive distribution agreements with them, authorizing us to distribute one of their sports nutrition brands in Mainland China. Our Group's revenue generated from the sale of sports nutrition products supplied by our largest supplier amounted to approximately US$15.3 million and US$14.1 million, accounted for approximately 71.3% and 72.3% of our revenue during the fiscal years ended December 31, 2025 and 2024, respectively. Apart from being our key supplier of sports nutrition products, our largest supplier has also been providing us with marketing support and keeping us abreast of the latest industry trends and market statistics, which has facilitated us to stay in the forefront of the distribution of sports nutrition products in Hong Kong and to expand our market share in Mainland China and Malaysia. For the fiscal year ended December 31, 2025 and 2024, the exclusive distribution rights granted to us for four three of their sports nutrition brands in Hong Kong also give us control over pricing and distribution, which will help to reduce competition and protect our market share. Should there be any disruption in the supply of sports nutrition products from our largest supplier or should our largest supplier terminate its three distribution agreements with us, we may be able to source its products indirectly from other distributors, but our costs of sourcing its products indirectly may be higher than sourcing directly from our largest supplier and we may be unable to get the same level of service and marketing support from our largest supplier. While we may also seek to source alternative sports nutrition products from other suppliers, to replace the sports nutrition products supplied by our largest supplier but there is no assurance that such alternative products will be comparable or superior to the sports nutrition products supplied by our largest supplier in terms of price, quality, market acceptance and trading terms. All these may Any such disruption or failure to secure equivalent supply would materially and adversely affect our operations, profitability and financial performance.

have signed distribution agreements with our largest supplier for a one-year term, which are not automatically renew but generally re-negotiated and renewable on an annual basis. However, Disagreements over business plans, sales and/or purchase targets and marketing activities may arise. As such, Consequently, there is no assurance that we can continue to maintain a long-term business relationship with them or that the distribution agreements would be renewed. Even if such distribution agreements would be renewed, there is no assurance that such agreements would will be renewed on terms and prices equivalent to or more prices as favorable than as the current terms and prices. ones. In any case, these distribution agreements may be terminated or not renewed for reasons beyond our control, for instance due to such as a change in our largest supplier's business strategies or it has been acquired an acquisition of the supplier by another company. Our sales and operating income could be materially and adversely affected if a third party. Any termination or non-renewal of these distribution agreements, is terminated or not renewed, or there is any material, adverse change modification to the their existing trade terms, If any would have a significant negative impact on our sales and operating income. In the event of these distribution agreements is terminated or not renewed, such a termination, there can be no assurance that we may would be unable able to secure an alternative a replacement supplier to supply sports nutrition capable of providing products of similar comparable quality, at prices and brand recognition, or market acceptance on commercially viable terms. acceptable to us, and The loss of a major supplier, coupled with the potential inability to mitigate the impact through alternative sourcing, could materially and adversely affect severely impair our business operations, destabilize our financial condition, and materially harm our results of operations. Finally, Furthermore, as only one of the distribution our agreements which we have signed with our largest supplier only one of them is an exclusive, distribution agreement. Our largest supplier is they are not restricted from appointing additional distributors for the same sports nutrition products in the territories covered by the our non-exclusive agreements. We signed with them. In these cases, we may have to compete with the additional therefore face increased competition from other distributors appointed by our largest supplier, potentially leading to price pressure and where applicable, share the increased product sales contributed by our marketing efforts. If there is no corresponding increase in market demand for these sports nutrition products, it is likely that reduced order volumes from our customers. may reduce the number of orders they place with us with increased choices of product suppliers. Our revenue may fall as a result, and our business, financial condition and results of operations may be materially and adversely affected.

1 unchanged paragraph

business and financial results also depend heavily on the continuous growth of the fitness industry as a higher level of participation in sports and fitness activities may lead to an increase consumption of sports nutrition products. As our target end-consumers are the health and fitness conscious community, we work very closely with gymnasiums and fitness centers, or gyms, on selling products directly to our target end-consumers via vending machines installed at the gyms and on marketing activities to promote our sports nutrition products (such as tasting events or enticing the support of physical trainers and sports key opinion leaders and influencers, or KOL, to promote our products on social media). If the fitness industry does not continue to grow, our revenue and growth could be adversely affected.

addition, our competitors may substantially increase their advertising expenditures and promotional activities or engage in irrational or predatory pricing behavior in response to market competition to acquire more market share, and our marketing budget may not be sufficient to compete with such competitors. Furthermore, fierce competition may result in price reductions, reduced margins and loss of market share, any of which could have an adverse impact on our profit margins and results of operations.

we cannot assure you that we would be able to expand our market share gradually as planned or even maintain our current market share in the future. If we are unable to achieve our business target with respect to our market share or our market share shrinks as a result of various unexpected reasons, our business, financial condition and results of operations could be materially and adversely affected.

distribution and sales of sports nutrition products accounted for approximately 100.0% 94.6% and 93.5% of our revenue in the fiscal years ended December 31, 2023 2025 and 2024, respectively. Our business relies on consumer demand for the sports nutrition products we offer, which depends substantially on factors such as (i) consumer preferences and tastes; (ii) consumer spending patterns; (iii) consumer income; (iv) consumer perceptions of and confidence in our product quality; and (v) consumers' awareness and pursuit of a healthy and natural lifestyle. Driven by increasing health awareness, the surge in sports participation and fitness activities as well as the general rise in disposable income, the demands for healthy, functional and natural sports nutrition products, particularly protein powder and healthy/functional low-calorie and low-sugar ready-to-eat snacks and packaged drinks, have been growing continuously. Changes in any of the above factors at any time could result in a decline in consumer demand for the sports nutrition products we offer. Our business development will depend partly on our ability to (a) accurately anticipate changes in market demand and consumer preferences;

(b) introduce new popular products in a timely manner; (c) differentiate the quality of our products from those of our competitors; and (d) develop appropriate and effective marketing and sales strategies to promote our products. If we fail to anticipate or respond to changes in customer preferences or fail to bring products to market in a timely manner to satisfy customers' evolving demands, our market share and our sales and profitability could be adversely affected. Any Failure to adapt our product offering to respond to changing choices and evolving consumer preferences of consumers may result in lower sales of our products, which may put pressure on the pricing of our products and/or lead to increased selling and promotional expenses. In any event, or a decrease in consumer demand for our failure to bring products to market quickly may result in lower sales, and increase our increased inventory turnover days, Any and higher promotional expenses, all of these changes which could result in a material adverse effect exert downward pressure on our business, pricing and margins, thereby adversely affecting our financial condition. or results of operations.

financial results also depend heavily on the continued growth of the fitness industry. As our target end-consumers are health-conscious, we work closely with gymnasiums and fitness centers, utilizing vending machines and promotional activities like tasting events and Key Opinion Leader ("KOL") collaborations. If the fitness industry experiences a stagnation or decline in participation, or if gymnasiums reduce their willingness to host our vending machines or promotional activities, our revenue and growth prospects would be materially and adversely affected.

operate in a highly competitive industry, which may affect impact our market share and results of operations.

in Hong Kong, we are a sports nutrition distributor/seller

are a sports nutrition distributor/seller based in Hong Kong distributing/selling sports nutrition products in Hong Kong, the Mainland China and Malaysia and generally face strong competition in the sports nutrition industry on (i) nutritional quality and functionality of the products; (ii) market reputation and credibility; (iii) pricing as consumers are generally driven by value-for-money concerns in a high inflation environment; (iv) taste; (v) sustainability as certain consumers prefer plant-based products and natural products free from genetically modified ingredients and gluten; (vi) range and variety of products; and (vii) consumption formats as consumers prefer a convenient format for on-the-go consumption. We compete primarily with other sports nutrition sellers and/or distributors, including brand owners, distribution companies and e-commerce platforms/online marketplaces, which may have been in business longer than us and may have greater financial strength, stronger relationships with customers and suppliers, more established brand names and/or market recognition than we have. We cannot assure you that our current or potential competitors will not provide introduce products comparable or superior to those we offer ours, or adapt more quickly demonstrate greater agility in adapting to evolving industry consumer trends or changing market and industry requirements. It Furthermore, the competitive landscape is also likely that other sports nutrition sellers and/or distributors may develop or strengthen their sales and subject to dynamic shifts, including the enhancement of distribution capabilities infrastructure by existing market participants and there will be potential consolidation or strategic alliances among our competitors and wholesalers. in the sports nutrition industry, which may change the competition landscape. All these events may cause our business and results of operations to be adversely affected.

Any such evolution in the industry could fundamentally alter the competitive landscape to our disadvantage.

response to these pressures, our competitors may substantially increase their advertising and promotional expenditures or engage in aggressive or predatory pricing strategies to capture market share. Given our competitive positioning, our marketing budget may prove insufficient to counteract such initiatives. Consequently, intensified competition may force price reductions and margin compression, which would negatively impact our profitability.

there can be no assurance that we will successfully execute our planned market expansion or maintain our current market share. Any failure to achieve our strategic growth targets, or a contraction of our market share due to unforeseen market dynamics, could have a material adverse effect on our business, financial condition, and results of operations.

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light of the highly competitive environment of the sports nutrition industry, our future growth depends on our ability to continue to source, launch and promote new sports nutrition products in order to expand and enhance our product offerings to keep up with market trends and to satisfy the changing consumer trends and preferences. To source and launch new products, we need to devote significant time and resources to research and identify new sports nutrition products which have market potential and to plan and execute marketing campaigns to promote such new products. We cannot assure you that our new sports nutrition products will gain market acceptance or meet the particular taste or other requirements of consumers. We also cannot assure you that our new sports nutrition products will be able to generate positive cash flows or become profitable within a short period of time or at all. If we fail to introduce new products that complement our current portfolio of products and to offer a wide array of products to satisfy consumers' changing preferences, our business, results of operations and financial condition may be materially and adversely affected.

marketing service income relies on repeated engagements and new client acquisition.

marketing services accounted for approximately nil. and 6.5% of our revenue for the fiscal years ended December 31, 2023, and 2024, respectively. These services are typically delivered on a case-by-case basis, without long-term contracts or commitments.

success is attributable to the well-established brand names of the sports nutrition products we distribute/sell. We have implemented various marketing strategies, including the use of social media, to promote and enhance the brand image of our sports nutrition products.

and (iii) the effects of counterfeit products purporting to be our sports nutrition products. Any other incident that damages our customers' trust and confidence in our sports nutrition products may also damage our reputation, which would in turn materially and adversely affect our business and results of operations.

If we cannot manage our inventory efficiently in the future, our liquidity and cash flow may be adversely affected. Furthermore, if we fail to procure appropriate products to suit consumer preferences in the future, the volume of slow-moving inventories or expired products may increase and we may need to sell off slow-moving inventories at a lower price or dispose of expired products, and in such event, our financial position and results of operations may be materially and adversely affected.

the highly competitive nature of the sports nutrition industry, our future growth is contingent upon our ability to continuously source, launch, and effectively promote new products that resonate with evolving market trends and consumer preferences. This product development cycle requires significant commitments of time and capital to identify products with high market potential and to execute comprehensive marketing strategies.

There can be no assurance that any new product

launches will achieve market acceptance or satisfy consumer demand regarding taste, functionality, or other specifications. Furthermore, we cannot guarantee that these new product offerings will generate positive cash flows or contribute to our profitability within a projected timeframe, if at all. Should we fail to expand our portfolio with products that successfully complement our existing offerings and address shifting consumer needs, our competitive position will be weakened, which could have a material adverse effect on our business, results of operations, and financial condition.

We rely on third-party brand owners and their distributors to supply sports nutrition products to us.

distributors for the supply of our sports nutrition products.

During the fiscal years ended December 31, 2025

the fiscal years ended December 31, 2023 and 2024, all the sports nutrition products we distributed/sold were supplied sourced directly by third-party brand owners or through via their distributors. Apart from our two largest suppliers, we have not signed any entered into formal distribution agreement or sub-distribution agreement agreements with the other our remaining third-party brand owners or their distributors. There is no assurance that these third-party brand owners or their distributors suppliers will be able to supply their sports nutrition provide products to us in a timely manner, or that they will not increase the prices, of, or reduce or cease to supply their sports nutrition products to us. altogether. Price increases by the these suppliers could result from various factors beyond our control, such as rising costs of raw materials, as well as escalating labor material costs, due to wage inflation, or supply chain disruptions. Additionally, volatility, or changes in transportation costs and regulatory requirements. or market demand could further contribute to higher prices imposed by these suppliers. If we cannot provide are unable to maintain a stable supply of our products to our customers, meet customer demand, we may lose our risk losing existing customers, which may would materially and adversely affect our business, financial condition and results of operations.

Our marketing service income is subject

to the volatility of client engagement and new client acquisition.

Our marketing services accounted for approximately

5.4% and 6.5% of our revenue for the fiscal years ended December 31, 2025 and 2024, respectively. These services are typically delivered on a case-by-case basis and are not governed by long-term contracts. There is no guarantee that clients will continue to engage us after the contract period ends, as their decisions may hinge on factors beyond our control, such as shifting priorities, budget constraints, or preferences a preference for competitors' offerings. Additionally, our ability to scale these services or maintain competitive pricing could be challenged by increasing market competition or rising operational costs. A decline in repeated recurring engagements or a failure to secure new ones clients could lead to significant fluctuations or a reduction in our marketing services revenue. Such a decrease could lower our overall revenue and profitability, potentially materially and adversely affecting our financial condition and results of operations.

Such a decrease could lower our overall revenue and profitability, thereby materially and adversely affecting our financial condition and results of operations.

Our marketing and promotional activities may not be effective in attracting customers.

not be effective in attracting customers.

We conduct various marketing activities to promote

conduct various marketing activities to promote the sports nutrition products we distribute/sell to our customers, such as online marketing and tasting events. We typically have to bear all the costs associated with these marketing activities. We cannot assure you costs, and there is no assurance that our marketing activities these initiatives will enable us to achieve our sales targets. The effectiveness of such sales and marketing activities is relatively hard often difficult to predict and or evaluate, Their effects and there may be delayed, resulting in a delayed time lag between marketing expenditures and the resulting revenue growth. which may not be fully reflected during the period in which the sales and marketing activities took place. If the results of our marketing activities results fail to meet our expectations, or if we fail to conduct the marketing activities as planned, our results of operations, financial condition, market share and reputation may could be materially and adversely affected.

Our success depends on the market recognition

success depends on the market recognition of the well-established brand names brands of the sports nutrition products we distribute/sell. distribute.

Our success is attributable to the well-established

brand names of the sports nutrition products we distribute/sell. We have implemented various marketing strategies, including the use of social media, to promote and enhance the brand image of our sports nutrition products. However, the reputation and brand image of our sports nutrition products may be adversely affected by different factors which may be beyond our control, such as: (i) adverse associations with these brands; (ii) a decline in the public image or popularity of any of collaborating KOLs; and (iii) the KOL which we have collaborated presence of counterfeit products purporting to promote be our sports nutrition products in the market. Any incident that damages our customers' trust and increase product exposure confidence in our sports nutrition products may similarly damage our own reputation, materially and brand awareness on social media; adversely affecting our business and results of operations.

Product quality issues

product quality issue with our sports nutrition products and any or negative media coverage could materially and adversely affect our business. and results of operations.

As the target end-consumers of our sports nutrition

products are the health and fitness conscious community, the freshness and quality of our products and food safety is of paramount importance.

the target end-consumers of our sports nutrition products are the health and fitness conscious community, the freshness and quality of our products and food safety is of paramount importance. We believe that the quality of our products is critical to our success. As all our products are supplied by third parties, we cannot guarantee that our suppliers would, or work with manufacturers that would, consistently manufacture quality sports nutrition products that would comply with all applicable laws and regulations (including food safety, labor and environmental) and meet a quality standard that is acceptable to our customers. Apart from quality issues arising from the production of the sports nutrition products, quality issues may also arise from the materials used in the production and packaging of the sports nutrition products and the storage and transportation of such products. We rely on our suppliers to ensure the quality of our sports nutrition products and there is no assurance that their quality control system is intact. If we become subject to food safety claims caused by contaminated or otherwise defective products supplied by our suppliers, and we are unable to assert a claim against a supplier or the amounts that we claim cannot be recovered from the supplier, we may have to bear be liable for such losses and liability, and which could significantly impair our business, financial condition. and results of operations may be materially and adversely affected as a result.

Any product quality issue associated with our sports

Any product quality issue associated with our sports nutrition products may, depending on the seriousness of the issue, lead to negative publicity, obsolete inventory, product returns, government investigation, fines and penalties, product liability claims and/or product recalls. Any negative claim against us, even if meritless or unsuccessful, may divert our management's attention and other resources from day-to-day business operations, which may adversely affect our business, results of operations and financial condition. Negative media coverage regarding the quality, nutritional value, price-level or safety of our products, and the resulting negative publicity, may materially and adversely affect the level of consumer trust in our products. In addition, adverse publicity about any regulatory or legal action against us may damage our reputation and business image, undermine our customers' confidence in us and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or immaterial to our operations. All these may materially and adversely affect our business and results of operations.

Our revenue may be adversely affected by the

revenue may be adversely affected by the competition from parallel import stores or e-commerce platforms/online marketplaces and the presence of counterfeits in our markets.

The sports nutrition industry in Hong Kong, Mainland

sports nutrition industry in Hong Kong, Mainland China and Malaysia is highly competitive and the entry barrier is with low barriers to entry. There are a considerable number of market players of different sizes with different sales and distribution channels, including but not limited to parallel import stores generally set up at convenient locations and e-commerce platforms/online marketplaces, which may import sports nutrition products to our markets without proper authorization from the brand owners or official distributors at a price lower than the recommended retail prices we set for the same sports nutrition products. We may lose our customers if they opt to purchase sports nutrition products from these parallel import stores or e-commerce platforms/online marketplaces, which could adversely affect our business, results of operations, financial condition and profitability. Moreover, as the sources of the products from these parallel import stores or e-commerce platforms/online marketplaces are unknown, the quality of these products may not be comparable with the products procured from the brand owners or official distributors and these products could be counterfeits of inferior quality which may cause food safety or quality-related issues if they are unfit for consumption. As we cannot exclude these market players from selling the same sports nutrition products or control their selling prices, any quality issue in relation to their products may give rise to negative publicity damaging the reputation of all sellers in the market in general. The occurrence of counterfeits may also have a negative impact on our reputation and the brands of our sports nutrition products, which may materially and adversely affect our profitability and competitiveness.

Moreover, as the sources of the products from these parallel import stores or e-commerce platforms/online marketplaces are often unknown, the quality of these products may not be comparable with the products procured from the brand owners or official distributors.

Such products could be counterfeits of inferior quality which may cause food safety or quality-related issues if they are unfit for consumption. As we cannot exclude these market players from selling the same sports nutrition products or control their selling prices, any quality issue in relation to their products may give rise to negative publicity damaging the reputation of all sellers in the market in general. The occurrence of counterfeits may also have a negative impact on our reputation and the brands of our sports nutrition products, which may materially and adversely affect our profitability and competitiveness.

We rely on wholesalers and retailers to sell our sports nutrition products.

of our sports nutrition products. are subject to seasonality and fluctuations.

We rely on our wholesalers and retailers to sell

rely on our wholesalers and retailers to sell our sports nutrition products to end-consumers. During the fiscal years ended December 31, 2023 2025 and 2024, the sale of sports nutrition products through wholesalers and retailers amounted to approximately US$6.0 US$14.2 million and US$11.4 million, accounted for representing approximately 50.7% 66.1% and 58.6% of our revenue, respectively. As of December 31, 2024, 2025, we distributed products to over 130 wholesalers and retailers in Hong Kong, and Mainland China, while in Malaysia, we were focused on direct-to-consumer sales, with plans to extend our reach to wholesalers expand into wholesale and retailers retail channels in 2025. 2026. The wholesalers and retailers we engaged ranged from owners of brick-and-mortar retail chains and online stores that have regional operations, large wholesalers, gyms, retailers to entrepreneurs. As of December 31, 2024, through 2025, our wholesalers and retailers, we reached products were available at over 800 1,300 points of sale in Hong Kong and Mainland China.

We generally establish trading terms with

generally agree the trading terms with our key wholesalers and retailers and sign a one-year agreement with them. We cannot assure you that these distribution agreements or sales agreements we have with our key wholesalers and retailers will be renewed on the same or similar terms, or at all, upon or before their expiry, nor can we assure you that these key wholesalers and retailers will not terminate these distribution agreements or sales agreements before prior to their expiry. expiration. There is no assurance that we will be able to maintain business relationship with all our existing wholesalers and retailers or that these wholesalers and retailers will continue to place orders with us at historical levels, or at all. If Any of our major wholesalers or retailers substantially reduces its substantial reduction in purchase volume of purchases from us or ceases to do the termination of business with us altogether, major partners would significantly decrease our sales, may decrease substantially, thereby materially and adversely affecting our financial condition and results of operations. may be materially and adversely affected.

In addition, we provide price guidance on our products to our wholesalers and retailers, which is intended to prevent malignant price competition.

to our wholesalers and retailers, which is intended to prevent malignant price competition. Failure by our wholesalers and retailers to comply with our price guidance may have an adverse impact on our business operations. Furthermore, while such our price guidance is only intended solely to prevent malignant price competition, instability, there can be no assurance that local regulators will not consider classify such price guidance as a monopolistic activity, behavior under existing or that any future change or promulgation of local laws anti-monopoly and regulations will not render our price guidance as a monopolistic activity. anti-unfair competition laws. Compliance with existing and future anti-monopoly and anti-unfair competition laws and regulations could subject us to costs or liabilities, including monetary damages and fines, which may would negatively impact our business operations and our overall financial performance.

Major clients with significant bargaining power account for a portion of our sales.

account for a portion of our sales.

As of December 31, 2025, we distributed products

to brick-and-mortar retail chains (primarily supermarkets, membership stores, and specialty stores, such as chemists and sporting goods retailers) and online stores in Hong Kong and Mainland China (as compared to distributors in Macau and through vending machines in Malaysia).

of December 31, 2024, We distributed products to brick-and-mortar retail chains (primarily supermarkets, membership stores, and specialty stores, such as chemists and sporting goods retailers) and online stores in Hong Kong and Mainland China (as compared to distributors in Macau and through vending machines in Malaysia). We rely on these large wholesalers/retailers to distribute our sports nutrition products and due to their scale, they have possess significant bargaining power. with respect to their purchases from us. We generally grant a credit period periods of 30 to 60 days to these large wholesalers/retailers, Some of them also and many require us to offer them different types of various sales incentives, including bulk purchase discount, discounts, distribution, allowance, damage, good allowance and/or or e-commerce operation allowance) allowances, and take out the provision of product liability insurance. to cover them. In limited cases, we may also have to accept product returns for expired or slow-moving products from these wholesalers/retailers. These large wholesalers/retailers may also be partners are often in a position to resist our price increases or demand lower prices. If we do not are unable to provide appropriate pricing and sales incentives to retain these wholesalers/retailers, our consumer reach, brand visibility and sales volume could be materially and adversely affected.

Wholesalers and retailers may accumulate excessive

and retailers may accumulate excessive or obsolete inventory, and any excessive build-up of inventory could affect the volume of their future orders.

Wholesalers and retailers purchase sports nutrition

and retailers purchase sports nutrition products from us to sell them to consumers through their sales network and online sales channels, and they maintain their own inventory of our products for their operations. If their inventory level of our products exceeds the levels outpace consumer demand of their customers or their inventory of our products is becoming become obsolete, they may significantly reduce their future orders of our products until their inventory level of our products levels realign with market demand from their customers or until they have sold off the obsolete inventory. The Any such reduction in future orders, resulting from wholesalers inventory management decisions by our wholesale and retailers retail partners, could have a material adverse impact on our business, financial condition, results of operations and prospects.

Sales of our sports nutrition products are subject

to seasonality and fluctuations.

We typically experience higher sales revenue in the

typically experience higher sales revenue in the second and third calendar quarters when the weather is warmer weather in Asia drives increased fitness participation. However, our sales can also fluctuate be affected during the course of a fiscal year for other reasons, such as the timing of new product launches and advertising and promotional activities. If there is any adverse change in market conditions or if our operations are disrupted or affected by unpredictable events taking place during the peak season, our business, financial condition and results of operations may be adversely affected. Consequently, the sales and operating results for of any particular period will may not necessarily be indicative of our performance for the full year or future periods.

If we fail to effectively manage our inventory

we fail to effectively manage our inventory or estimate accurately the demand for our sports nutrition products, our liquidity may be adversely affected.

Our business involves storage and stocking of a range

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and 160 more changes in the filing

Use of proceeds 13 changes

estimate that we will receive net proceeds from the sale of Class A Ordinary Shares of approximately US$4,402,405 US$[31,510,683] based upon an assumed Offering Price of US$4.50 US$[5.00] 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$1,897,595 US$[3,489,317] payable by us.

US$[0.50] increase (decrease) in the assumed Offering Price of US$4.50 US$[5.00] 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$644,000, US$[3,202,500], 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.

primary purposes of this Offering are to create a public market for our Class A Ordinary Shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives and obtain additional capital.

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5.0% for establishing more operating offices and/or hiring additional staff members in existing and new markets to scale up and enhance functionality of the key areas of our business such as supply chain, customer service, fulfillment, and business development, which will aid us in the localization of our internationally sourced products, as well as help us strengthen relationships with local customers and create additional sales channels in these markets.;

33.3% for sourcing more sports nutrition products that are catered for different markets, such as sourcing more Halal-certified products to cater for the Malaysian market;

10.0% for developing and/or upgrading the CRM system to enhance our customer loyalty program;

10.0% for engaging in more marketing activities including roadshows, tasting events, social media marketing and search engine marketing to reach out to our target end-consumers;

21.7% for potential strategic acquisitions and/or joint ventures * ; and (v) the balance for working capital and other general corporate purposes.

40.0% or US$12.6 million for inventory financing and working capital purposes, including funding purchases of core inventory from leading international sports nutrition brands, supporting receivables associated with sales to major retail and fitness chain customers, and reducing our reliance on short-term bank borrowings used to finance inventory and trade working capital;

15.0% or US$4.7 million for expanding our product portfolio and increasing inventory depth for sports nutrition and related products tailored to different markets, including products sourced from major U.S. and international brand partners and market-specific offerings such as Halal-certified products for the Malaysian market;

7.5% or US$2.4 million for establishing additional operating offices and expanding our sales, supply chain, customer service, fulfillment and business development capabilities in existing and new markets, including the U.S. market, with a focus on strengthening our distribution and execution platform for internationally recognized sports nutrition brands;

2.5% or US$0.8 million for developing and upgrading our CRM system, data capabilities and customer loyalty initiatives to enhance customer engagement, improve sell-through visibility and support relationships with key retail and fitness channel partners;

20.0% or US$6.3 million for potential strategic partnerships, joint ventures and selective acquisitions that may enhance our market position, channel reach or brand portfolio * ; and (vi) the balance for other general corporate purposes.

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Capitalization 15 changes

The Company adopted a dual-class share structure.

Cash and cash equivalents

Shareholders' Equity:

following table sets forth our capitalization as of December 31, 2024: 2025:

on an actual basis; and

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$4.50 US$[5.00] 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 [7,000,000] Ordinary Shares (or [8,050,000] Ordinary Shares if the over-allotment option is exercised in full) by us in this Offering at an initial public Offering price of US$4.50 US$[5.00] per Class A Ordinary Share after deducting underwriting discounts and estimated Offering expenses payable by us.

of the date of this document, the reorganization of the Company has not been completed and the Company plans to complete the reorganization before the effectiveness of the Registration Statement.

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$0.000025 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.

pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this Offering is subject to adjustment based on the actual net proceeds to us from the Offering. You should read this table in conjunction with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated and combined financial statements and related notes included elsewhere in this prospectus.

forma As adjusted, assuming no exercise of over-allotment option (US$) Pro forma As adjusted, assuming full exercise of over-allotment option (US$) Cash and cash equivalents 1,295,360 33,037,208 37,840,958 Debt 9,136,430 9,136,430 9,136,430 Shareholders' Equity:

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

Class A Ordinary Share, 36,000,000,000 shares authorized, $0.000025 US$0.000025 par value, 27,738,225 [15,500,000] Ordinary Shares issued and outstanding on an actual basis; [22,500,000] Ordinary Shares outstanding on a pro forma as of December 31, 2024 adjusted basis assuming the over-allotment option is not exercised; and 2023 Class B [23,550,000] Ordinary Share, 4,000,000,000 Shares authorized, $0.000025 par value, 1,800,000 shares issued and outstanding on a pro forma as of December 31, 2024 and 2023 (45 adjusted basis assuming the over-allotment option is exercised in full (231,165 ) - - Additional paid-in capital 4,162,618 9,029,711 4,626,712 36,137,221 40,940,945 Accumulated other comprehensive income 57,318 57,318 47,868 47,868 47,868 Accumulated losses (2,059,120 (1,031,370 ) (2,059,120 (1,031,370 ) (1,031,370 ) Total Shareholders' Equity 2,161,509 7,028,704 3,412,433 35,154,282 39,958,032 Total Capitalization 8,855,363 13,722,558 12,548,863 44,290,712 49,094,462 A US$[1.00] increase (decrease) in the assumed initial public offering price of US$4.50 US$[5.00] 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$1,288,000, US$6,405,000, 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.

number of our Class A Ordinary Shares to be outstanding after this Offering is based on 30,000,000 Class A [15,500,000] Ordinary Shares outstanding as of December 31, 2024. 2025.

Reflects the sale of Class A Ordinary Shares in this Offering at an assumed initial public offering price of US$4.50 US$[5.00] 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$4,402,405.

We estimate that such net proceeds will be approximately US$[31,510,683].

Dividend policy 4 changes

dividends were declared and paid by the companies comprising our Group for the years ended December 31, 2024 2025 and 2023. 2024.

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There can be no assurance that the PRC government will not impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. There also can be no assurance that the Malaysia government will not impose restrictions to prevent the cash maintained in Malaysia from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends.

if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Class A Ordinary Shares.

are no foreign exchange controls or foreign exchange regulations under current applicable laws of the places of incorporation of our Company. However, there are foreign exchange controls in our some of our significant subsidiaries that would affect the payment or remittance of dividends. As a holding company, we may rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our Memorandum and Articles of Association (as amended from time to time) to provide funding to our subsidiaries through loans or capital contributions. As of the date of this prospectus, none of our operating subsidiaries have not experienced any difficulties or limitations on its their ability to pay dividends; nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There can be no assurance that the PRC government will not impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. There also can be no assurance that the Malaysia government will not impose restrictions to prevent the cash maintained in Malaysia from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends.

Dilution 28 changes

purchasing our Class A Ordinary Shares in this Offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Class A Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after the Offering.

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$4.50 US$[5.00] per Class A Ordinary Share (being the mid-point of the offer price range set out on the cover of this prospectus), after deducting underwriting discounts and non-accountable expense allowance, commissions and estimated Offering expenses payable by the Company, the pro forma as adjusted net tangible book value as of December 31, 2024 2025 would have been approximately US$7,028,704, US$[35,154,281] or US$0.23 US$[1.56] per Class A Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.15 US$[1.34] per Class A Ordinary Share to our existing stockholders and an immediate dilution of US$4.27 US$[3.44] per Class A Ordinary Share to new investors purchasing Class A Ordinary Shares in this Offering.

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Historical net tangible book value per Class A Ordinary Share as of

Increase in as adjusted net tangible book value

Assumed initial public offering price per Class A Ordinary Share (1)

Historical net tangible book value per Class A Ordinary Share as of December 31, 2025 0.22 Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this Offering 0.15 1.34 Pro forma net tangible book value per Class A Ordinary Share after giving effect to this Offering 0.23 1.56 Dilution per Class A Ordinary Share to new investors participating in this Offering 4.27 (1) Being the mid-point of the offer price range.

CONSOLIDATED AND COMBINED FINANCIAL AND OTHER DATA

following selected consolidated and combined financial data for the financial fiscal years ended December 31, 2024 2025 and 2023 2024 have been derived from our audited consolidated and combined financial statements. The selected financial data set forth below should be read in conjunction with and are qualified by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated and combined financial statements and notes thereto included elsewhere in this prospectus. Our consolidated and combined financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). Our historical results do not necessarily indicate results expected for any future period.

following table presents our summary audited consolidated and combined statements of operations and comprehensive income (loss) data for the fiscal years ended December 31, 2024 2025 and 2023. 2024.

Years Ended December 31,

Summary of C onsolidated

Summary of and Combined Statements of Operations:

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Income (loss) from operations

Income from operations

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Income tax (expense) credit

Income (loss) before income taxes

Other comprehensive (loss) income:

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The following table presents our summary combined

COMPREHENSIVE INCOME (LOSS)

following table presents our summary consolidated and combined balance sheet data as of December 31, 2023 2025 and 2024.

Summary of Consolidated and Combined Balance Sheets:

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The following table presents our summary combined

following tables presents our summary consolidated and combined statements of cash flows data for the fiscal year years ended December 31, 2023 2025 and 2024.

Years Ended December 31,

Summary of Consolidated and Combined Statements of Cash Flows:

Net cash provided by (used in) provided by operating activities

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are an exempted company with limited liability, incorporated under the laws of the Cayman Islands on March 28, 2025, as a holding company. Our business operations are conducted through our indirect wholly-owned subsidiaries, including NWG and Myron in Hong Kong, NWSZ, NWSH and Qing Mu in the Mainland China and FIT Food in Malaysia.

Our business operations are conducted through our indirect wholly-owned subsidiaries, including NWG and Myron in Hong Kong, NWSZ, NWSH and Qing Mu in the Mainland China and FIT Food in Malaysia.

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are a leading distributor and seller of sports nutrition products in Hong Kong, with a growing presence in Mainland China, and Malaysia.

are a leading distributor and seller of sports nutrition products in Hong Kong, with a growing presence in Mainland China, and Malaysia. Since our Group's founding in 2016, we have evolved from a small local distributor into a regional player in the sports nutrition industry. As of December 31, 2024, 2025, we sold and distributed across more than 1,000 1,500 points of sale through diverse sales channels, including gyms, supermarkets, membership and specialty stores, as well as e-commerce platforms and online marketplaces.

product portfolio includes over 300 SKUs sourced from more than 30 brands, mainly imported from the United States and Europe. These products span protein powders, ready-to-eat functional snacks and drinks, health supplements, and special diet offerings. For the fiscal year years ended December 31, 2025 and 2024, sales of sports nutrition products contributed approximately 93.5% over 90%, respectively of our total revenue, with protein powder being our best-selling category.

addition to product sales, we offer marketing services to sports nutrition brand owners and other distributors, leveraging our omni-channel sales network, which contributed approximately 5.4% and 6.5% of our total revenue for the fiscal year years ended December 31, 2024. These services help enhance brand visibility 2025 and deepen our relationships with suppliers. 2024, respectively.

These services help enhance brand visibility and deepen our relationships with suppliers.

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Management 478 changes

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Exhibits 10 changes

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