As filed with the U.S. Securities and Exchange Commission on February 7, 2025.

Registration No. 333-[•]

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

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

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AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C
(Exact Name of Registrant as Specified in its Charter)

Not Applicable
(Translation of Registrant’s Name into English)

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630 Business Village Block B
Port Saeed Deira, Dubai
United Arab Emirates
+97 142282568
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies of all communications, including communications sent to agent for service, should be sent to:

____________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

             Class A Ordinary Shares

AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C

We are offering            class A ordinary shares, $0.0000001 par value per share (“Class A Ordinary Shares”) of AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C, a Cayman Islands holding company. Prior to this offering, there has been no public market for our Class A Ordinary Shares or our class B ordinary shares, par value $0.0000001 per share (“Class B Ordinary Shares”). It is currently estimated that the initial public offering price of our Class A Ordinary Share will be in the range of $4.00 and $5.00 per Class A Ordinary Share.

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”), under the symbol “AHMA.” At this time, Nasdaq has not yet approved our application to list our Class A Ordinary Shares. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

Our authorized share capital is $50,000 divided into 399,966,500,000 Class A Ordinary Shares and 100,033,500,000 Class B Ordinary Shares. As of the date of this prospectus, we have 16,500,000 Class A Ordinary Shares and 33,500,000 Class B Ordinary Shares issued and outstanding, respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share shall entitle the holder thereof to one vote on all matters subject to vote at general meetings of our Company, and each Class B Ordinary Share shall entitle the holder thereof to 15 votes on all matters subject to vote at general meetings of our Company. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

We are not an operating company but a Cayman Islands holding company with operations conducted by our subsidiaries. Investors in our Class A Ordinary Shares thus are purchasing an equity interest in a Cayman Islands holding company. We hold equity interests in our subsidiaries and do not operate business through variable interest entities. As used in this prospectus, “Ambitions,” “we,” “us,” “our,” “the Company,” or “our Company” refers to AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C. This structure involves unique risks to investors. As a holding company, we may rely on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to us may be restricted by the debt they incur on their own behalf or laws and regulations applicable to them.

Investing in the Class A Ordinary Shares involves risks. See section titled “Risk Factors” of this prospectus, beginning on page 11.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission (the “SEC”) rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary — Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information.

As of the date of this prospectus, our Chairman of the Board of Directors, Director, and Chief Executive Officer, Mr. Zhengang Tang, beneficially holds 12,450,000 Class A Ordinary Shares and 23,450,000 Class B Ordinary Shares, which represent 75.45% and 70%, respectively, of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, and collectively represent approximately 70.17% of the aggregate voting power of our issued and outstanding share capital. Following the completion of this offering, Mr. Tang will beneficially hold            Class A Ordinary Shares (assuming no exercise of the over-allotment option by the underwriters) and 23,450,000 Class B Ordinary Shares, which will represent     % and 70%, respectively, of our then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, and collectively represent approximately     % of the aggregate voting power of our then issued and outstanding share capital. As such, we may be deemed a “controlled company” under Nasdaq Marketplace Rules 5615(c). See “Prospectus Summary — Controlled Company.” Accordingly, Mr. Tang will have the ability to determine all matters requiring approval by shareholders, including mergers, consolidations, amendment to our memorandum and articles of association and other corporate actions that require shareholders’ approval under Cayman Islands law. See “Principal Shareholders.” As such, we will be deemed a “controlled company” under Nasdaq Marketplace Rules 5615(c). However, even if we are deemed a “controlled company,” we do not intend

TABLE OF CONTENTS

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus outside the United States.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of Class A Ordinary Shares, our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

Any discrepancies in the tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Unless the context otherwise requires, a reference to “Ambitions,” “we,” “our,” “us,” “our Company,” or “the Company” or their other grammatical variations is a reference to AMBITIONS ENTERPRISE MANAGEMENT CO. L.L.C. The Company, Hunter Dubai, and Multiple Dubai are collectively referred to as the “Group.”

Certain of our customers and suppliers are referred to in this prospectus by their trade names. Our contracts with these customers and suppliers are typically with an entity or entities in the relevant customer or supplier’s group of companies.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business

Our subsidiaries’ operating history may not be indicative of their future growth or financial results and our subsidiaries may not be able to sustain their historical growth rates.

Our subsidiaries’ operating history may not be indicative of their future growth or financial results. There is no assurance that our subsidiaries will be able to grow their revenue in future periods. Their growth rates may decline for any number of possible reasons, and some of them are beyond their control, including decreasing client demand, increasing competition, declining growth of the event planning and tourism industry in general, emergence of alternative business models, or changes in government policies or general economic conditions. Our subsidiaries expect to continue to expand their offerings to and to increase their customer base. However, the execution of their expansion plan is subject to uncertainty and the number of clients may not grow at the rate they expect for the reasons stated above. If their growth rates decline, investors’ perceptions of their business and prospects may be adversely affected and the market price of our Class A Ordinary Shares could decline.

A decline in general economic conditions or a disruption of financial markets may affect tourism markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

Our subsidiaries’ operations are influenced by the overall health of the economy, especially factors that directly affect tourism and leisure demand. Economic downturns, whether local or global, can lead to a reduction in consumer spending on non-essential items, including travel and leisure activities. As people experience a decrease in their disposable income during such periods, they are likely to cut back on expenses like vacations, weekend getaways, and other forms of tourism. Concurrently, corporate behavior shifts in response to economic pressures, with organizations opting for local venues for events rather than international locations. This may pose a challenge to our subsidiaries’ MICE management business, which may also adversely affect our financial condition and results of operations.

Moreover, disruptions in financial markets can lead to broader economic instability, affecting consumer confidence and spending habits. When financial markets face turbulence, potential tourists may become more cautious about their expenditures, opting to save rather than spend on travel. This shift in consumer behavior can result in a decreased demand for our subsidiaries tourism agency services, leading to a reduction in revenue for our subsidiaries, and our financial condition and results of operations may be materially and adversely affected as a result.

The event planning industry is highly competitive and has grown rapidly in the past few years. If our subsidiaries are unable to compete successfully, our financial condition and results of operations may be harmed.

The event planning industry has been developing rapidly and becoming competitive in recent years. As it is relatively easy to enter the market, there are many event planners providing services of various qualities. Competition is mainly based on rates, brand recognition, turnaround time, quality of venue, and service levels. Our subsidiaries’ clients may change their budgets and preferences and choose event planners that offer lower rates or have access to venues and facilities that our subsidiaries do not have access to, which may have an adverse effect on our subsidiaries’ competitive position and our results of operations and financial condition.

High customer concentration exposes our subsidiaries to all of the risks faced by their major customers and may subject them to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations.

For the six months ended June 30, 2024, there was one customer, customer D, which revenue individually represented more than 10% of the Group’s total revenue, contributing approximately 14.5% of the Group’s total revenue. For the six months ended June 30, 2023, CTG MICE Service Company Limited was the only customer which revenue individually represented more than 10% of the Group’s total revenue, contributing approximately 12.5% of the Group’s total revenue. For the year ended December 31, 2023, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation were the two customers that accounted for more than 10% of the Company’s total revenue, accounting for 20.8% and 11.1% of our total revenue, respectively. For the year ended December 31, 2022, CTG MICE Service Company Limited was the only customer that accounted for more than 10% of the Company’s total revenue, accounting for 11.9% of our total revenue. As of June 30, 2024 and December 31, 2023, Shandong Weichai Import and Export Corporation accounted for approximately 11.3% and 19.6% of the Group’s accounts receivable. As of June 30, 2024, there was one customer, customer D, that accounted for approximately 10.1% of the Group’s accounts receivable.

Our subsidiary, Hunter Dubai entered into a service agreement with CTG MICE Service Company Limited in September 2023. The service agreement with CTG MICE Service Company Limited is different from the form of service agreement used by Hunter Dubai. Compared to the form of service agreement, the agreement with CTG MICE Service Company Limited includes more detailed information regarding travel arrangements, including the number of travelers, departure cities, arrival airports, a list of hotels, and specific requirements and scope of services for drivers and tour guides, as well as catering standards. Additionally, the agreement contains additional provisions for assistance with visa re-application in case of loss, guarantees of service quality, itinerary changes, and liabilities in the event of Hunter Dubai’s breach of contract.

Our subsidiary, Hunter Dubai, entered into a service agreement and a supplementary agreement to the service agreement (collectively, the “Shandong Weichai Service Agreements”) with Shandong Weichai Import and Export Corporation in November 2023. The Shandong Weichai Service Agreements are similar to the form of service agreement used by Hunter Dubai.

Although our subsidiaries continually seek to diversify their customer base, we cannot assure you that the proportion of the revenue contribution from these customers to our subsidiaries’ total revenue will decrease in the near future. Dependence on these customers will expose our subsidiaries to the risks of substantial losses. Specifically, any one of the following events, among others, may cause material fluctuations or declines in our subsidiaries’ revenue and have a material and adverse effect on our business, financial condition, and results of operations:

•        an overall decline in the business of these clients;

•        the decision by these clients to switch to our subsidiaries’ competitors;

•        the reduction in the prices of our subsidiaries’ services agreed by these clients; or

•        the failure or inability of any of these clients to make timely payment for our subsidiaries’ services.

If our subsidiaries fail to maintain relationships with these clients, and if they are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, financial condition, and results of operations may be materially and adversely affected.

Our subsidiaries use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting our business, financial condition, and results of operations.

Our business depends on services provided by, and relationships with, various third parties. In particular, for the six months ended June 30, 2024, fees paid to the International Air Transport Association accounted for 24.9% of our subsidiaries’ overall purchases. For the year ended December 31, 2023, fees paid to the International Air Transport Association accounted for 24.1% of our subsidiaries’ overall purchases. For the year ended December 31, 2022, fees paid to International Air Transport Association accounted for 15.1% of our subsidiaries’ overall purchases. See “Business — Suppliers.”

If such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with our subsidiaries, our subsidiaries could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations.

Our subsidiaries have entered into a number of related party transactions in the ordinary course of their business, and may continue to enter into related party transactions in the future, which may materially and adversely affect our business, financial condition, and results of operations.

In the ordinary course of our subsidiaries’ business, they have entered into transactions with related parties. As of June 30, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, the amounts due from related parties amounted to $1,222,771, $1,222,771, $1,889,946, and $1,490,543, respectively.

We cannot guarantee that our subsidiaries will not continue to enter into related party transactions in the future. In addition, there can be no assurance that they have achieved and will achieve the most favorable terms with related parties for each related party transaction. Furthermore, there can be no assurance that the above-mentioned transactions or any future related party transactions that they may enter into, individually or in the aggregate, will not have an adverse effect on our business, financial condition, and results of operations. Further, the transactions with the related parties may potentially involve conflicts of interest. Additionally, there can be no assurance that any disputes that may arise among our subsidiaries and related parties will be resolved in our subsidiaries’ favor. For details, see “Related Party Transactions.”

Misconduct and errors by our subsidiaries’ employees and the employees of third parties our subsidiaries work with could harm our business and reputation.

Our subsidiaries are exposed to many types of operational risks, including the risk of misconduct and errors by their employees and the employees of third-party business partners that our subsidiaries work with. Our business depends on our subsidiaries’ employees and third parties, such as hotels, restaurants, and shops to provide services such as accommodation, dining, and shopping. We could be materially and adversely affected if these employees or partners engage in misconduct or negligence. It is not always possible to identify and deter misconduct or errors by employees or third-party business partners, and the precautions our subsidiaries take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. If any of their employees or employees of third-party business partners take, convert, or misuse funds or documents, or fail to follow rules and procedures when interacting with current or prospective clients, our subsidiaries could be liable for damages and subject to regulatory actions and penalties. Our subsidiaries could also be perceived to have facilitated or participated in the illegal misappropriation of funds or documents, or the failure to follow rules and procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the diminished ability to operate our business, potential liability to clients, inability to attract new clients, reputational damage, regulatory intervention, and financial harm, which could negatively impact our business, financial condition, and results of operations.

The seasonality of the tourism industry in the UAE impacts our operating results.

Our subsidiaries experience seasonality in their business, especially from June to August, due to the extreme summer weather in Dubai, which leads to a decline in tourism and a reduced demand for outdoor events and activities. Consequently, our revenue during these months falls below the average of other quarters. Therefore, our operating results for a certain period within a calendar year may not correctly indicate our performance for the entire calendar year. Prospective investors should be aware of this seasonal fluctuation when making any comparison of our operating results.

Our subsidiaries do not have any business interruption or property insurance, and they may incur liabilities that are not covered by insurance, which could expose them to significant costs and business disruption.

While our subsidiaries seek to maintain appropriate levels of insurance, not all claims are insurable, and they may experience major incidents of a nature that are not covered by insurance. They do not carry any professional liability insurance. They have not purchased any property insurance or business interruption insurance.

Our subsidiaries have determined that insuring against such risks is impractical due to the high costs and challenges in obtaining such insurance on commercially reasonable terms. They consider their insurance coverage to be sufficient for their business operations. Our subsidiaries maintain an amount of insurance protection that they believe is adequate, but there can be no assurance that such insurance will continue to be available on acceptable terms or that such insurance coverage will be sufficient or effective under all circumstances and against all liabilities to which they may be subject.

Our subsidiaries could, for example, be subject to substantial claims for damages upon the occurrence of several events within one calendar year. In addition, their insurance costs may increase over time in response to any negative development in their claim history or due to material price increases in the insurance market in general. If our subsidiaries were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, their results of operations could be materially and adversely affected, which could materially and adversely affect our financial condition and results of operations as well.

Our subsidiaries may not successfully acquire and integrate other businesses, form and manage alliances, or divest businesses.

Our subsidiaries may pursue acquisitions, strategic alliances, or divestitures of some of their businesses as part of the business strategy. Our subsidiaries may not complete these transactions in a timely manner, on a cost-effective basis or at all. In addition, it may be subject to regulatory constraints or limitations or other unforeseen factors that prevent them from realizing the expected benefits. Even if they are successful in making an acquisition, the business that are acquired may not be successful or may require significantly greater resources and investments than originally anticipated. They may be unable to integrate acquisitions successfully into their existing business, and they may be unable to achieve expected gross margin improvements or efficiencies. They also could incur or assume significant debt and unknown or contingent liabilities. Their reported results of operations could be negatively affected by acquisition or disposition-related charges, amortization of expenses related to intangibles, and charges for impairment of long-term assets. They may be subject to litigation in connection with, or as a result of, acquisitions, dispositions, or alliances, including claims from terminated employees, clients, or third parties, and they may be liable for future or existing litigation and claims related to the acquired business, disposition, or alliance because either they are not indemnified for such claims or the indemnification is insufficient. These effects could cause our subsidiaries to incur significant expenses and could materially adversely affect our operating results and financial condition.

If we do not obtain substantial additional financing, including the financing sought in this Offering, our ability to execute our business plan as outlined in this prospectus will be impaired.

Our plans for business expansion and development are dependent upon our raising significant additional capital, including the capital sought in this Offering. Our plans call for significant new investments in development of new travel itineraries, global market expansion in Europe and Australia through acquisitions of local travel agencies and establishment of new subsidiaries, and development of travel assistance tools such as digital tourism robot. Management estimates that our capital needs for expansion will be approximately $5 million. Although we expect the proceeds of this Offering and our net earnings to substantially fund our planned growth and development, our management will be required to properly and carefully administer and allocate these funds. Should our capital needs be higher than estimated, or should additional capital be required after the closing of this Offering, we will be required to seek additional investments, loans, or debt financing to fully pursue our business plans. Such additional investment may not be available to us on terms that are favorable or acceptable. Should we be unable to meet our full capital needs, our ability to fully implement our business plan will be impaired.

If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan.

Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management, research and development, marketing, and sales personnel. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Recruitment and retention of senior management and skilled technical, sales and other personnel is very competitive, and we may not be successful in either attracting or retaining such personnel. We may lose key personnel to other high technology companies, and many larger companies with significantly greater resources than us may aggressively recruit key personnel. As part of our strategy to attract and retain key personnel, we may offer equity compensation through grants of share options, restricted share awards or restricted share units. Potential employees, however, may not perceive our equity incentives as attractive enough. In addition, due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses.

Pandemics and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our subsidiaries’ operations, which could materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations.

Global pandemics, or fear of spread of contagious diseases, such as Ebola virus disease, COVID-19, Middle East respiratory syndrome, severe acute respiratory syndrome, H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our subsidiaries’ business operations, reduce or restrict their supply of services, incur significant costs to protect their employees, or result in regional or global economic distress, which may materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our subsidiaries’ and our business, financial condition, and results of operations. Any one or more of these events may impede our subsidiaries’ operating efforts and adversely affect their operating results, or even for a prolonged period of time, which could materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations.

The COVID-19 pandemic adversely affected many businesses in the world. With the spread of COVID-19, the demand for travel and the hosting of offline events were affected greatly. The extent of the impact of COVID-19 on the Company’s future financial results will be dependent on future developments, such as the length and severity of the pandemic, the potential resurgence of the pandemic, future government actions in response to the pandemic and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity, and results of operations if the current situation continues.

Our subsidiaries are also vulnerable to natural disasters and other calamities. We cannot assure you that our subsidiaries are adequately protected from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our subsidiaries’ property, breakdowns, system failures, technology platform failures, or internet failures, which could adversely affect our subsidiaries and our business, financial condition, and results of operations.

We conduct our operations in the Middle East. The current hostilities involving Israel, the Gaza Strip, and their regional neighbors may materially and adversely impact our operations.

Since 2007, we have operated as a tour operator, travel agency, and provider of event planning and management services, primarily focused on the UAE region. Many of our officers and directors reside in the UAE. Our business and operations could be influenced by the economic, political, geopolitical, and military conditions in and around the UAE.

On October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this prospectus. As of the date of this prospectus, our operations have not experienced material and adverse impacts from the current hostilities involving Israel, the Gaza Strip, and their regional neighbors, however, the ongoing conflict could lead to a decrease in tourist numbers, customs closures, and flight delays, which could materially and adversely affect our business, financial condition, and results of operations in the future.

Damage to our brand image could have a material adverse effect on our growth strategy and our business, financial condition, results of operations, and prospects.

Maintaining and enhancing our brand is critical to expanding our base of clients. Our ability to maintain and enhance our brand depends largely on our ability to maintain client confidence in our service offerings. If clients do not have a satisfactory experience with our services, our clients may seek out alternatives from our competitors and may not return to us in the future, or at all.

In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection, competitive pressures, litigation or regulatory activity, could seriously harm our reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our client base and result in decreased total

revenue which could adversely affect our business, financial condition, and results of operations. Client complaints or negative publicity about our services, company practices, employees, client data handling, and security practices could rapidly and severely diminish our clients’ confidence in us and result in harm to our brands.

If our subsidiaries are not able to implement their strategies to achieve their business objectives, their business operations and financial performance will be adversely affected.

Our subsidiaries’ business plan and growth strategy are based on currently prevailing circumstances and the assumption that certain circumstances will or will not occur, as well as the inherent risks and uncertainties involved in various stages of development. However, there is no assurance that our subsidiaries will be successful in implementing their strategies or that their strategies, even if implemented, will lead to the successful achievement of their objectives. If they are not able to successfully implement their strategies, their business operations and financial performance will be adversely affected, which will adversely affect our financial condition and results of operations as well.

Our subsidiaries are subject to legal and regulatory proceedings from time to time in the ordinary course of their business.

Our subsidiaries have not been subject to any material allegations or complaints in the past, but they may be involved in legal and other disputes in the ordinary courses of their business, including allegations against them for potential infringement of third-party copyrights or other intellectual property rights, as well as client complaints in relation to the quality of their services and other dissatisfaction. Our subsidiaries might also be involved in governmental investigations for content posted on their websites or other aspect of their business operation in the future. Any claims against them, with or without merit, could be time-consuming and costly to defend or litigate, divert the management’s attention and resources or harm the brand equity. If a lawsuit or governmental proceeding against our subsidiaries is successful, they may be required to pay substantial damages or fines. Our subsidiaries may also lose, or be limited in, the rights to offer some of their services or be required to make changes to their offerings or business model. As a result, the scope of our subsidiaries’ service offerings could be reduced, which could adversely affect their ability to attract new clients, harm their reputation and have a material adverse effect our business, financial condition, and results of operations.

Moreover, becoming a public company will raise our public profile, which may result in increased litigation as well as increased public awareness of any such litigation. There is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. In the future, we may also be accused of having, or be found to have, infringed, misappropriated, or otherwise violated third-party intellectual property rights.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

We are facilitating overseas business development. The U.S. Foreign Corrupt Practices Act and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Practices in the local business communities of many countries outside the United States have a level of government corruption that is greater than that found in the developed world. Our policies mandate compliance with these anti-bribery laws and we have established policies and procedures designed to monitor compliance with these anti-bribery law requirements; however, we cannot assure you that our policies and procedures will protect us from all potential reckless or criminal acts committed by individual employees or agents. If we are found to be liable for anti-bribery law violations, we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.

Risks Related to Doing Business in Certain Countries and Regions

Investments in emerging markets are subject to greater risks than those in more developed markets.

You should be aware that investments in emerging markets, such as the GCC region, are subject to greater risks than those in more developed markets, including risks such as:

•        political, social, and economic instability;

•        exposure to local economic and social conditions, including cultural and communication challenges;

•        exposure to local political conditions, including political disputes, requirements to expend a portion of funds locally, and government-imposed industrial cooperation requirements, as well as increased risks of fraud and political corruption;

•        exposure to potentially undeveloped legal systems which make it difficult to enforce contractual rights and to potentially adverse changes in laws and regulatory practices, including licensing, approvals, grants, adjudications, and concessions, among others;

•        war, terrorism, rebellion, coup, revolution, or similar events;

•        drought, famine, epidemics, pandemics, and other complications due to natural or manmade disasters;

•        governments’ actions or interventions, including tariffs, protectionism, subsidies, various forms of exchange controls, expropriation of assets and cancellation of contractual rights;

•        boycotts and embargoes that may be imposed by the international community;

•        ambiguities, uncertainties, and changes in taxation, licensing, and other laws and regulations;

•        arbitrary or inconsistent government action, including capricious application of tax laws and selective tax audits;

•        controls on the repatriation of profits and/or dividends, including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;

•        difficulties and delays in obtaining new permits, licenses, and consents for business operations or renewing existing ones;

•        difficulties or an inability to obtain legal remedies in a timely manner;

•        compliance with a variety of U.S. and other foreign laws, including (i) compliance (historical and future) with the requirements of applicable anti-bribery laws, including the U.K. Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977; and (ii) compliance (historical and future) with sanctions and export control provisions (including the U.S. Export Administration Regulations) in several jurisdictions, including the European Union, the United Kingdom, and the United States; and

•        potential lack of reliability as to title to real property in certain jurisdictions.

Although the GCC region has enjoyed significant economic growth over the last several years, there can be no assurance that such growth will continue. Moreover, while certain governments’ policies have generally resulted in improved economic performance, there can be no assurance that such a level of performance can be sustained.

Accordingly, you should exercise particular care in evaluating the risks involved and must decide whether, in the light of those risks, your investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved.

Investing in GCC markets carries certain risks that should be taken into consideration. Some of the key risks include:

•        Regulatory Environment: The regulatory landscape in GCC countries may vary, and changes in regulations or government policies can impact the investment climate. It is essential to stay updated on regulations related to foreign investments, technology transfers, intellectual property rights, and data privacy.

•        Economic and Political Stability: GCC markets are subject to geopolitical tensions and economic fluctuations. Political instability, regional conflicts, or changes in government policies can affect the business environment and investor confidence, however its evident that the local governments policies are focusing on their economic growth and avoiding political conflicts.

•        Market Maturity: While GCC markets are rapidly growing, the technology sector may still be in its early stages of development. The level of market maturity, infrastructure, and adoption rates for certain technologies can vary across different countries within the GCC region.

•        Competitive Landscape: The tech industry in the GCC region is becoming increasingly competitive, with local and international players vying for market share. Understanding the competitive landscape and differentiating your offering is crucial to succeed in this dynamic market.

•        Talent Availability: Finding skilled and experienced talent, particularly in specialized tech fields, can be a challenge in certain GCC countries. Assessing the availability of qualified professionals and building a strong team is vital for the success of tech investments, however the GCC countries have succeeded for decades to attract talents and competencies by offering high wages and unique lifestyle as well as wellbeing and comfort of life.

•        Cultural Considerations: Cultural norms and business practices in the GCC region may differ from other markets. Adapting to local customs, building relationships, and understanding the local business culture can contribute to successful investments, however the government of UAE and recently Saudi Arabia are adopting more western related culture to make it easier for expats with western cultures to adapt with the local culture.

The economies within the GCC region are highly dependent upon the oil and gas industry.

The UAE’s economy as well as a number of other economies within the GCC region are highly dependent upon the oil and gas industry. Oil and gas prices fluctuate in response to changes in many factors, including, but not limited to:

•        economic and political developments in oil producing regions;

•        global and regional supply and demand, and expectations regarding future supply and demand, for oil and gas products;

•        the ability of members of Organization of the Petroleum Exporting Countries and other crude oil producing nations to agree upon and maintain specified global production levels and prices;

•        the impact of international environmental regulations designed to reduce carbon emissions;

•        actions taken by major crude oil and gas producing or consuming countries;

•        prices and availability of alternative fuels;

•        global economic and political conditions;

•        development of new technologies; and

•        global weather and environmental conditions.

Oil prices declined significantly beginning in June 2014, and although prices have recovered in 2018, they have remained volatile with periodic declines since October 2018, including during the first quarter of 2020. If oil prices decline again, this is likely to have an adverse effect on the gross domestic product and other economic indicators of oil-producing countries, such as the UAE, resulting in fewer tourists and business travelers coming into the countries, which could have a material adverse effect on our business, financial condition, and results of operations.

Our business may be adversely affected by changes in government policies, laws, and regulations in the UAE.

We conduct all of our business through our subsidiaries in the UAE. As such, our business may be adversely affected by changes in government policies, laws, and regulations in the UAE.

On January 16, 2023, the Ministry of Finance of the UAE introduced a 9% federal corporate tax regime for the first time in the UAE to be applied on the adjusted accounting net profits of a business above AED375,000 (US$102,110), which came into effect on 1 June 2023. Of our subsidiaries, only Hunter International Travel & Tourism L.L.C., is subject to corporate income tax in the UAE as its net profit meets the AED375,000 (US$102,110) threshold.

Moreover, value added tax, or VAT, was introduced in the UAE on January 1, 2018, at a rate of 5%. Whilst VAT will apply to our business transactions in the UAE, it has not had a material impact on our business. However, any further change in VAT in the UAE could increase the costs for users to purchase our services and may reduce user spending as a result, which could adversely affect our revenue.

In addition, the AED, which is the legal currency of the UAE, has been pegged to the US dollar at 3.6725 AEDs per U.S. dollar since November 1997. However, there can be no assurance that the AED will not be de-pegged in the future or that the existing peg will not be adjusted in a manner that negatively impacts the level of economic activities in the UAE or negatively impacts the attractiveness of the UAE as a tourist destination. Any such de-pegging or adjustment could have a material adverse effect on our business, financial condition, and results of operations.

The economic, political, and social conditions in the GCC region, as well as government policies, laws, and regulations, could affect our business, financial condition, and results of operations.

Our subsidiaries are located in the UAE, and they provide travel agency services in the GCC region, therefore, they must comply with the applicable laws and regulations in the jurisdiction of the GCC region. The regulatory bodies in the GCC region may not be as fully matured and as established as those of the United States. Existing laws and regulations may be applied inconsistently with anomalies in their interpretation or implementation. Inconsistent interpretation or implementation in relation to existing laws and regulations could restrict our subsidiaries’ ability to offer their services in the relevant jurisdictions, which could materially and adversely affect our business, financial condition, and results of operations.

Our failure to obtain, maintain or renew licenses, approvals, permits, registrations, or filings necessary to conduct our subsidiaries’ operations could have a material adverse impact on our business, financial condition, and results of operations.

Regulatory authorities in various jurisdictions oversee different aspects of our subsidiaries’ business operations. Our subsidiaries are required to obtain a number of licenses, approvals, permits, registrations, and filings and are subject to certain reporting obligations required for maintaining our subsidiaries and personnel in such jurisdictions. We cannot assure you that our subsidiaries have obtained all of these licenses, approvals, permits, registrations, and filings or will continue to maintain or renew all of them or that our subsidiaries have complied with these requirements in full. If our subsidiaries fail to obtain necessary authorizations, they may be subject to various penalties, such as confiscation of illegal revenues, fines and discontinuation or restriction of business operations, which may materially and adversely affect our business, financial condition, and results of operations. In addition, there can be no assurance that our subsidiaries will be able to maintain their existing licenses, approvals, registrations or permits in the relevant jurisdictions, renew any of them when their current term expires, or update existing licenses or obtain additional licenses, approvals, permits, registrations, or filings necessary for our subsidiaries’ business expansion from time to time. If our subsidiaries fail to do so, our business, financial conditions and operational results may be materially and adversely affected.

Risks Relating to this Offering and the Trading Market

There was no public market for our Class A Ordinary Shares prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this Offering, there has not been a public market for our Class A Ordinary Shares. We have applied for the listing of our Class A Ordinary Shares on the Nasdaq Capital Market and are waiting for the Nasdaq Capital Market’s approval as of the date of this prospectus. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the Offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The Offering Price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The Offering Price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriter and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the Offering Price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in the results of our operations.

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

The Offering Price of our Class A Ordinary Shares is substantially higher than the net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering, upon completion of the Offering, you will incur immediate dilution of $           per share, assuming an Offering Price of $4.50, which is the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

Our Chairman of the Board of Directors has substantial influence over our company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.

As of the date of this prospectus, our Chairman of the Board of Directors, Director, and Chief Executive Officer, Mr. Zhengang Tang, beneficially holds 12,450,000 Class A Ordinary Shares and 23,450,000 Class B Ordinary Shares, which represent 75.45% and 70%, respectively, of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, and collectively represent approximately 70.17% of the aggregate voting power of our issued and outstanding share capital. Following the completion of this Offering, Mr. Tang will beneficially hold            Class A Ordinary Shares (assuming no exercise of the over-allotment option by the underwriters) and 23,450,000 Class B Ordinary Shares, which will represent           % and 70%, respectively, of our then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, and collectively represent approximately           % of the aggregate voting power of our then issued and outstanding share capital. See also “Prospectus Summary — Controlled Company” and “Principal Shareholders.” As such, we will be deemed a “controlled company” under Nasdaq Marketplace Rules 5615(c). However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules.

Accordingly, Zhengang Tang could have a significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors, and other significant corporate actions. He will also have the power to prevent or cause a change in control. Without the consent of Zhengang Tang, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, he could violate his fiduciary duties by diverting business opportunities from us to themselves or others. The interests of Zhengang Tang may differ from the interests of our other shareholders. This concentration of ownership interest may cause a material decline in the value of our Class A Ordinary Shares. For more information regarding Zhengang Tang and his affiliated entity, see “Principal Shareholders.”

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately 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.

Prior to this Offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. The material weakness identified relates to (i) the lack of formal internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control framework over financing reporting; (ii) the lack of accounting staff and resources with appropriate knowledge of generally accepted the U.S. GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex U.S. GAAP technical accounting issue in accordance with the U.S. GAAP and the SEC requirements.

Following the identification of the material weaknesses and control deficiencies, we have taken the following remedial measures: (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP accounting and SEC reporting; (ii) organizing regular training for our accounting staffs, especially training related to U.S. GAAP and SEC reporting requirements, and (iii) establishing internal audit function by engaging an external consulting firm to assist us with assessment of compliance requirements and improvement of overall internal control. We also plan to adopt additional measures to improve our internal control over financial reporting, including, among others, creating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed, and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and establishing an audit committee and strengthening corporate governance.

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this Offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report after becoming a public company. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this Offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We also incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified people to serve on our Board of Directors or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company,” or until five years following the completion of this Offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares on the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the Offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 16,500,000 Class A Ordinary Shares is issued and outstanding before the consummation of this Offering (as adjusted to reflect the Reclassification Plan). An aggregate of            Class A Ordinary Shares will be outstanding immediately after the consummation of this Offering. Sales of these shares on the market could cause the market price of our Class A Ordinary Shares to decline.

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

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

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

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the Offering Price.

The Offering Price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following the Offering. If you purchase our Class A Ordinary Shares in the Offering, you may not be able to resell those shares at or above the Offering Price. We cannot assure you that the Offering Price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to this Offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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

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

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

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

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

•        lawsuits threatened or filed against us; and

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

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

The price of our Class A Ordinary Shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, people buying or selling in relatively small quantities may easily influence the price of our Class A Ordinary Shares. This low volume of trade could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

Our management has broad discretion to determine how to use the funds raised in the Offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use the net proceeds from this Offering for the development of new travel itineraries, global market expansion in Europe and Australia through acquisitions of local travel agencies and establishment of new subsidiaries, development of travel assistance tools such as digital tourism robot, and working capital and other general corporate purposes. Our management will have significant discretion as to the use of the net proceeds to us from this Offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

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

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

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

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

If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market upon consummation of this Offering. It is a condition to the closing of this Offering that our Class A Ordinary Shares qualify for listing on a national securities exchange. Following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our Class A Ordinary Shares are a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Anti-takeover provisions in our articles of association may discourage, delay, or prevent a change in control.

Some provisions of our Amended and Restated Memorandum and Articles, which will become effective on or before the completion of this Offering, may discourage, delay, or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

•        provisions that authorize our Board of Directors to issue shares with preferred, deferred, or other special rights or restrictions without any further vote or action by our shareholders; and

•        provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings.

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies.

Further, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile. See “Implications of Being an “Emerging Growth Company” and “Foreign Private Issuer.”

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

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

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by shareholders). The Registrar of Companies of the Cayman Islands shall make available the list of the names of the current directors of the Company (and where applicable the current alternate directors of the Company) for inspection by any person upon payment of a fee by such person. Our Amended and Restated Memorandum and Articles provides that our directors have discretion to determine, or our shareholders may by ordinary resolutions resolve to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the company law of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital and Governing Documents — Differences in Corporate Law.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors,” that may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “potential,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

•        changes in political, social, and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business;

•        the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;

•        changes in the availability and cost of professional staff which we require to operate our business;

•        changes in customers’ preferences and needs;

•        changes in competitive conditions and our ability to compete under such conditions;

•        changes in our future capital needs and the availability of financing and capital to fund such needs;

•        changes in currency exchange rates or interest rates;

•        projections of revenue, profits, earnings, capital structure and other financial items;

•        changes in our plan to enter into certain new business sectors; and

•        other factors beyond our control.

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately $     million, after deducting underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us. These estimates are based upon an assumed Offering Price of $4.50 per Class A Ordinary Share, the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus.

We plan to use the net proceeds of this Offering in the following order of priority:

•        approximately 40%, or US$     million for the development of new travel itineraries;

•        approximately 25%, or US$     million for global market expansion in Europe and Australia through acquisitions of local travel agencies and establishment of new subsidiaries (as of the date of this prospectus, we have not identified any potential target companies for such acquisitions);

•        approximately 10%, or US$     million for development of travel assistance tools such as digital tourism robot; and

•        approximately 25%, or US$     million for working capital and other general corporate purposes.

To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

We have no formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Our Board of Directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that we may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution, declare a dividend, but no dividend may exceed the amount recommended by our Board of Directors. Even if our Board of Directors decides to pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Please see the section entitled “Taxation” of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION

The following tables set forth our capitalization as of June 30, 2024:

•        on an actual basis; and

•        on an as-adjusted basis to reflect the issuance and sale of              Class A Ordinary Shares at an assumed Offering Price of $4.50 per share (the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus) after deducting the underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us.

You should read the tables together with our combined financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

____________

(1)      The as adjusted information is illustrative only, and we will adjust this information based on the actual Offering Price and other terms of this Offering determined at pricing. We expect to receive net proceeds of approximately $     (Offering proceeds of $    , less underwriting discounts of $    , non-accountable expense allowance of $    , and Offering expenses of $    ).

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the Offering Price per share of our Class A Ordinary Shares in this Offering and the net tangible book value per share of the Class A Ordinary Shares upon completion of this Offering. Dilution results from the fact that the Offering Price per share is substantially in excess of the net tangible book value per share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each holder of Class A Ordinary Shares will be entitled to one vote per Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 15 votes per Class B Ordinary Shares. Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. Class A Ordinary Shares are not convertible into shares of any other class. Class B Ordinary Shares are not being converted as part of this Offering.

Our net tangible book value as of June 30, 2024 was $          , or $           per share of Class A Ordinary Shares or Class B Ordinary Shares. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for this Offering) from the Offering Price (the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus) and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. Because Class A Ordinary Shares and Class B Ordinary Shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares.

After giving effect to the issuance and sale of            Class A Ordinary Shares in this Offering at an assumed Offering Price of US$4.50 per share (the midpoint of the estimated range of the Offering Price shown on the front cover of this prospectus) after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as-adjusted net tangible book value as of June 30, 2024, would have been $          , or $           per outstanding Class A Ordinary Share. This represents an immediate increase in net tangible book value of $           per Class A Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $           per share to investors purchasing the Class A Ordinary Shares in this Offering. The as-adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

The following table summarizes, on a pro forma as adjusted basis as of the date of this filling, the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing shareholders and by investors in this Offering. The table below reflects an assumed Offering Price of US$4.50 per share (the midpoint of the estimated Offering Price range set forth on the cover of this prospectus), for Class A Ordinary Shares purchased in this Offering and excludes underwriting discounts, non-accountable expense allowance, and estimated Offering expenses payable by us.

The dilution information in this section is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the Offering Price of our Class A Ordinary Shares and other terms of this Offering determined at pricing.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands. Service of process upon us and upon our directors and officers and the Cayman Islands experts named in this prospectus, many of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may be difficult to collect within the United States.

Cogency will act as our agent to receive service of process with respect to any suit, action, or proceeding originating in the state and federal courts of the United States related to this registration statement.

Cayman Islands

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; and (e) the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•        the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provide significantly less protection to investors; and

•        Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our Amended and Restated Memorandum and Articles does not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors, and shareholders, be arbitrated.

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us that the courts of the Cayman Islands are unlikely to (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States and (2) in original actions brought in the Cayman Islands to impose liabilities against us or our directors or officers that are predicated upon the civil liability provisions of federal securities laws of the United States or the securities laws of any state in the United States so far as the liabilities imposed by those provisions are penal in nature.

We have also been advised by Maples and Calder (Hong Kong) LLP that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgements), the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of the underlying dispute based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the liquidated sum for which such judgment has been given, provided such judgment (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final and conclusive; (iv) is not in respect of taxes, a fine or a penalty; (v) is not inconsistent with a Cayman Islands judgment in respect of the same matter, (vi) is not impeachable on the grounds of fraud and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

However, Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

United States

Substantially all of our operations are conducted in the UAE, and substantially all of our assets are located in this jurisdiction. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or

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

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes, included elsewhere in this prospectus. The discussion and analysis below present our historical results as of and for the periods ended on, the dates indicated. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, are forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The historical financials below are those of the Company and its subsidiaries.

Overview

We are a one-stop tourism and management solutions service provider for MICE in the UAE. We, through our subsidiaries provide comprehensive services and customized solutions for tourism and MICE travel customers, including event planning, ticketing, visa application, ground services, accommodation and dining arrangements, event reception and execution. We collaborate with numerous experienced travel agencies, hotels, airlines, and other relevant service providers to ensure providing personalized service with high quality.

For the six months ended June 30, 2024 and the years ended December 31, 2023 and 2022, our revenue was approximately $8.5 million, $18.6 million, and $11.3 million, respectively. We recorded net income of approximately $0.1 million for the six months ended June 30, 2024. We recorded net income of approximately $1.4 million and net income of approximately $1.3 million for the years ended December 31, 2023 and 2022, respectively.

Key Factors Affecting Our Results of Operations

Our results of operations have been, and are expected to continue to be, affected by various factors, which primarily include the following:

General Factors Affecting Our Results of Operations

•        global economic growth;

•        the growth and competitive landscape of management solution service industry in UAE; and

•        governmental policies and initiatives affecting the UAE’s management solution service industry. For instance, to stimulate the development of Dubai’s MICE services industry, the Dubai government has introduced a policy in 2023 to provide financial support to qualified MICE service suppliers. Under this incentive scheme, MICE service suppliers will receive financial support for events they host with more than 500 attendees. As of the date of this prospectus, we have received such supports twice from the Department of Dubai Business Events in an amount of $40,844 (AED150,000) and $102,110 (AED375,000), which were used to offset the cost of the two large-scale exhibition events we hosted for in 2023 with more than 500 attendees each. We expect to continue receiving such incentives, as long as the policy remains in place, as we are committed to expanding our customer base and service scope and to hosting events with more than 500 attendees.

Special Factors Affecting Our Results of Operation

While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company-specific factors, including the following key factors:

•        Our ability to maintain relationships with major customers;

•        Our ability to maintain relationships with third-party service providers;

•        Our ability to retain, attract, and motivate key personnel; and

•        Our ability to maintain and enhance the recognition of our brands.

See “Risk Factors — Risks Relating to Our Business — High customer concentration exposes our subsidiaries to all of the risks faced by their major customers and may subject them to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations,” “Risk Factors — Risks Relating to Our Business — Our subsidiaries use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting our business, financial condition, and results of operations,” “Risk Factors — Risks Relating to Our Business — If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan,” and “Risk Factors — Risks Relating to Our Business — Damage to our brand image could have a material adverse effect on our growth strategy and our business, financial condition, results of operations, and prospects.”

Impact of the COVID-19 Pandemic

The COVID-19 pandemic severely restricted the level of economic activity around the world beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, limited business travel significantly below 2019 levels.

Since then, many countries have vaccinated a reasonable proportion of their population, and the spread of virus is now being contained to varying degrees in different countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses, and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with countries reopening their borders for foreign travel and clients becoming more comfortable traveling. This has led to a moderation, and to some extent, a recovery, from the more severe declines in business travel bookings experienced at the height of the pandemic and during periods of resurgence. We have seen improvement in our transaction volume starting the second half of 2021 and continuing into the six months ended June 30, 2024. While the global travel activity has since shown a recovery trend, it remains below levels reached in 2019. Since March 2020, we have taken several measures to preserve our liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, and consolidating facilities.). We incurred a net income of $0.1 million and had cash inflows from operations of $0.4 million for the six months ended June 30, 2024. We incurred a net income of $1.4 million and had cash outflows from operations of $0.1 million for the year ended December 31, 2023 compared to a net income of $1.3 million and cash outflows from operations of $0.8 million for the year ended December 31, 2022.

Overall, the full duration and total impact of COVID-19 remains uncertain, and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business going forward. The severity and duration of resurgence of COVID-19 variants, as well as uncertainty over the efficacy of the vaccines against such new variants of the virus, may contribute to delays in economic recovery.

On May 5, 2023, the World Health Organization declared that COVID-19 is now an established and ongoing health issue which no longer constitutes a public health emergency of international concern. However, the extent of the impact of COVID-19 on our future financial results will be dependent on future developments such as the length and severity of COVID-19, the potential resurgence of COVID-19 cases, future government actions in response to COVID-19, and the overall impact of COVID-19 on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, we are currently unable to quantify the expected impact of COVID-19 on our future operations, financial condition, liquidity, and results of operations. See “Risk Factors — Risks Relating to Our Business — Pandemics and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our subsidiaries’ operations, which could materially and adversely affect our subsidiaries’ and our business, financial condition, and results of operations” on page 15.

Key Components of Our Results of Operations

Revenue

We generate our revenue primarily by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The following table sets forth a breakdown of the Group’s revenue, in thousands amounts and percentages of total revenue for the periods presented:

MICE management solution services revenue.

We generate revenue from providing MICE management solution services to corporate customers for their business purpose tourism. Our services cover all aspects of the work including event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.

For the six months ended June 30, 2024 and 2023, our MICE management solution services revenue accounted for approximately $6.3 million and $3.9 million, representing 74.4% and 74.3% of our total revenue, respectively. For the years ended December 31, 2023 and 2022, our MICE management solution services revenue accounted for approximately $12.2 million and $9.4 million, representing 65.6% and 83.3% of our total revenue, respectively.

Packaged tours services revenue.

We, through our subsidiaries, also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, our subsidiaries integrate the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on our subsidiaries’ behalf, and hence sets up the price for the tour.

For the six months ended June 30, 2024 and 2023, packaged tours service revenue accounted for approximately $1.9 million and $1.1 million, representing 21.9% and 21.0% of our total revenue, respectively. For the years ended December 31, 2023 and 2022, packaged tours service revenue accounted for approximately $6.0 million and $1.3 million, representing 32.1% and 11.1% of our total revenue, respectively.

Commission revenue for transportation ticketing and accommodation reservation services.

We receive commissions from travel suppliers for ticketing reservations, hotel room reservations, and other related services through the Group’s transaction under various services agreements. We are not entitled to commission fees for tickets or hotel rooms canceled by end users. We present revenue from such transactions on a net basis as we generally do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing and hotel room reservations.

For the six months ended June 30, 2024 and 2023, commission revenue for transportation ticketing and accommodation reservation services accounted for approximately $0.2 million and $0.2 million, representing 2.6% and 4.0% of our total revenue, respectively. For the years ended December 31, 2023 and 2022, commission revenue for transportation ticketing and accommodation reservation services accounted for approximately $0.4 million and $0.5 million, representing 2.2% and 4.8% of our total revenue, respectively.

Other Revenue.

Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.

Costs of Revenue

Cost of revenue mainly consists of salaries and other compensation expenses related to our tour advisors, customer services representatives, and other personnel related to MICE management solution services and packaged tours transactions, and other expenses directly attributable to our subsidiaries’ principal business operations, primarily including cost of merchandises, payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, and other service fees. For the arrangements where our subsidiaries secure availabilities of tours and bears substantive inventory risks and for the self-operated local tour operator business, from which revenue are recognized on a gross basis, cost of revenue also includes the amount paid to tour operators or suppliers. The following table sets forth a breakdown of our cost of revenue, in absolute amounts and percentages of our total revenue for the periods presented:

Operating expenses

Our operating expenses consist of selling and marketing expenses and general and administrative expenses. The following table sets forth our operating expenses, both in amount and as a percentage of our total revenue for the periods presented:

Selling and marketing expenses

Our selling and marketing expenses primarily consist of (i) compensation to sales personnel, including the salaries, performance-based bonus, and other benefits; (ii) service fee related to the sales and marketing function; (iii) advertising, marketing, and brand promotion expenses; and (iv) other expenses in relation to the selling and marketing activities.

Our selling and marketing expenses as a percentage of revenue increased to approximately 7.8% for the six months ended June 30, 2024 from approximately 7.7% for the six months ended June 30, 2023. Despite the significant increase in revenue from the six months ended June 30, 2023, to the six months ended June 30, 2024, the company has not relied on paying more for sales, but rather on maintaining favorable relationships with existing customers for promotional purposes. Therefore, selling and marketing expenses as a percentage of revenue did not fluctuate significantly.

Our selling and marketing expenses as a percentage of revenue was approximately 6.3% for the year ended December 31, 2023, which remained flat comparing to approximately 5.5% for the year ended December 31, 2022.

General and administrative expenses

Our general and administrative expenses primarily consist of (i) compensation for our management and administrative personnel; (ii) professional service expense; (iii) depreciation and amortization; and (iv) transportation, insurance, and other expenses in relation to the general and administrative activities.

Our general and administrative expenses as a percentage of revenue increased to approximately 12.0% for the six months ended June 30, 2024 from approximately 7.9% for the six months ended June 30, 2023, primarily due to an increase of professional service expense related to the Offering.

Our general and administrative expenses as a percentage of revenue was approximately 5.0% for the year ended December 31, 2023, which remained equable comparing to approximately 6.0% for the year ended December 31, 2022.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

The United Arab Emirates

Under the current laws of the UAE, our subsidiaries incorporated in Dubai are not subject to tax on income or capital gain. Additionally, UAE does not impose a withholding tax on payments of dividends to shareholders.

Incoming Federal Corporate Tax

The UAE has recently issued the Corporate Tax Law, pursuant to which federal corporate tax will be implemented for financial periods starting on or after June 1, 2023. A tax rate of 9% on taxable income in excess of AED 375,000 (US$102,110) will be applicable to (i) legal persons incorporated or managed and controlled in the UAE; (ii) natural persons that conduct business in the UAE; and (iii) foreign businesses that have a permanent establishment in the UAE. Special rules govern qualifying free zone entities, pursuant to which such entities will be subject to 0% tax on their qualifying income. A different, higher, tax rate is expected to apply to certain entities that are part of large multinational groups with global consolidated revenue in excess of 750 million Euro (approximately AED3.15 billion (US$0.86 billion); however, such rate has not yet been specified. Certain categories of UAE-sourced income generated by foreign businesses without a permanent establishment in the UAE will be subject to withholding tax at the rate of 0%. It is currently unclear how capital gains derived by foreign businesses from the sale of shares of entities resident in the UAE would be taxed.

Uncertain tax positions

The Group did not accrue any liabilities, interest, or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six months ended June 30, 2024 and for the years ended December 31, 2023 and 2022, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes. Out of our significant accounting policies, which are described in Note 2-Significant accounting policies of our consolidated financial statements included elsewhere in this registration statement, certain accounting policies are deemed “critical,” as they require management’s highest degree of judgment, estimates, and assumptions. While management believes its judgments, estimates, and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions.

Impairment of Right-of-use Assets and Other Long-lived Assets

We review our right-of-use assets, or ROU assets, and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Factors we consider to be important which could trigger an impairment review primarily include:

•        significant underperformance relative to projected operating results;

•        significant changes in the overall business strategy;

•        significant adverse changes in legal or business environment; and

•        significant competition, unfavorable industry trends, or economic outlook.

When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposal. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, we would recognize an impairment loss based on the excess of the carrying value over the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. As of June 30, 2024 and December 31, 2023 and 2022, there were approximately $0.05 million, $0.05 million, and $0.07 million of impairment of long-lived assets recognized.

Revenue recognition

Under Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, we recognize revenue when a customer obtains control of promised goods or services and recognizes in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. We recognize revenue according to the following five-step revenue recognition criteria based on ASC 606: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when or as the entity satisfies a performance obligation.

We generate revenue by providing (i) MICE management solution services, (ii) packaged tours services, (iii) services for transportation ticketing and accommodation reservation, and (iv) other travel related services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services.

MICE management solution services revenue

We generate revenue from providing MICE management solution services to the corporate customers for their business purpose tourism. We act as the principal and our performance obligation is to provide the planning, organization, management, and related services for MICE customers. Our services include all aspects of the work from event planning, venue selection, event promotion, event execution, event management, and post-event evaluation. Each contract of MICE management solution services contains a single performance obligation to provide MICE management solution services which is satisfied at the point when the meetings, conferences, and exhibitions are hosted successfully. We determine pricing for each contract separately without any variable considerations. MICE management solution services revenue is recognized on a gross basis at a point in time when the service is completed.

Packaged tours services revenue

We, through our subsidiary, Hunter Dubai, also operate our self-operated local tour operator business in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, Hunter Dubai integrates the underlying resources such as transportations, accommodations, entertainments, meals, and tour guide services from selected suppliers, directs the selected vendors to provide services on its behalf, and hence sets up the price for the tour. Hunter Dubai is also primarily responsible for fulfilling the promise of the whole packaged tours service, which is a single performance obligation. Accordingly, we, through Hunter Dubai, act as a principal for the self-operated local tour operator business and recognize revenue on a gross basis in accordance with ASC 606.

Commission revenue for air ticketing and hotel reservation

Transportation ticketing services

We receive commissions from travel suppliers for ticketing reservations and other related services through our transaction under various services agreements. Commissions from ticketing reservation services are recognized when tickets are issued, as this is when our performance obligation is satisfied. We are not entitled to a commission fee for the tickets canceled by the end users. Losses incurred from cancelations are immaterial due to a historical low cancelation rate and minimal administrative costs incurred in processing cancelations. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled ticketing reservations.

Accommodation reservation services

We receive commissions from travel suppliers for hotel room reservations through our transactions. Commissions from hotel reservation services rendered are recognized when the reservation becomes non-cancelable (when the cancelation period provided by the reservation expires) which is the point at which we have fulfilled our performance obligation (successfully booking a reservation, which includes certain post-booking services during the cancelation period). Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets. The incentive commissions are considered as variable consideration and are estimated and recognized to the extent that we are entitled to such incentive commissions. We generally receive incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where end users have completed their stay. We present revenue from such transactions on a net basis as we, generally, do not control the service provided by the travel supplier to the end user and do not assume inventory risk for canceled hotel reservations.

Other revenue

Other revenue primarily comprises revenue generated from service fees received from insurance companies and commission fees from other travel-related products and services, such as tourist attraction tickets and visa application services.

Contract balances

When either party to a contract has performed, we would present the contract in the consolidated balance sheets as a contract asset or a contract liability, depending on the relationship between our performance and the customer’s payment.

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If we perform by transferring goods or services to a customer before the customer pays consideration or before a payment is due, a contract asset is recognized for the earned consideration that is conditional. Contract assets are subject to impairment assessment.

A contract liability is recognized when a payment is received, or a payment is due (whichever is earlier) from a customer before we transfer the related services. Contract liabilities are recognized as revenue when we perform under the contract. During the years ended December 31, 2023 and 2022, we recognized revenue of $917,572 and $971,818, respectively, which was initially recorded as contract liabilities and presented as “Advance from customers” on the consolidated balance sheet at the beginning of each period. As of December 31, 2023 and 2022, contract liabilities amounted to $917,572 and $971,818, respectively. Subsequently, we recognized revenue of $142,309 which was initially recorded as contract liabilities as of December 31, 2023.

During the six months ended June 30, 2024 and 2023, the Group recognized revenue of $142,309 and $917,572, respectively, which was initially recorded as contract liabilities and presented as “Advance from customers” on the consolidated balance sheets at the beginning of each period. As of June 30, 2024 and December 31, 2023, contract liabilities amounted to $122,562 and $142,309, respectively. Subsequently, the Group recognized revenue of $122,562 which was initially recorded as contract liabilities as of June 30, 2024.

Results of Operations

The six months ended June 30, 2024 compared to the six months ended June 30, 2023

Revenue.    Our total revenue increased by approximately 60.8% from approximately $5.3 million for the six months ended June 30, 2023 to approximately $8.5 million for the six months ended June 30, 2024, primarily due to the increased MICE services demand from the corporate customers driven by the recovery in MICE travel from the COVID-19 pandemic and UAE government’s support for the tourism industry.

Cost of Revenue.    Our cost of revenue increased by approximately 50.9% from approximately $4.4 million for the six months ended June 30, 2023 to approximately $6.7 million for the six months ended June 30, 2024. The increase was primarily due to the increased number of tourist guide employees employed to meet the increased MICE management solution services demand as the recovery in MICE travel from the COVID-19 pandemic.

Gross Profit.    As a result of the factors set out above, our gross profit increased by approximately 111.9% from approximately $0.9 million for the six months ended June 30, 2023 to approximately $1.8 million for the six months ended June 30, 2024.

Selling and marketing Expenses.    Our selling and marketing expenses increased by approximately 63.0% from approximately $0.4 million for the six months ended June 30, 2023 to approximately $0.7 million for the six months ended June 30, 2024. This increase was primarily due to the increase of the compensation to sales personnel, including salaries, performance-based bonus, and other benefits with the increase of revenue.

General and Administrative Expenses.    Our general and administrative expenses increased by approximately 144.4% from approximately $0.4 million for the six months ended June 30, 2023 to approximately $1.0 million for the six months ended June 30, 2024. This increase was primarily due to the increase of professional service expense related to the Offering.

Operating income.    As a result of the factors set out above, we had approximately $0.1 million and $0.03 million operating income for the six months ended June 30, 2024 and 2023, respectively.

Other Income, net.    We recorded other income of $1,848 and $18,699 for the six months ended June 30, 2024 and 2023, respectively, which was mainly due to the gains from assets disposal.

Net income.    As a result of the foregoing, we had net income of approximately $0.1 million and $0.04 million for the six months ended June 30, 2024 and 2023, respectively.

The year ended December 31, 2023 compared to the year ended December 31, 2022

Revenue.    Our total revenue increased by approximately 64.3% from approximately $11.3 million for the year ended December 31, 2022 to approximately $18.6 million for the year ended December 31, 2023, primarily due to the increased MICE management solution services revenue and packaged tours services revenue. Our MICE management solution services revenue increased by approximately 29.5% from approximately $9.4 million for the year ended December 31, 2022 to approximately $12.2 million for the year ended December 31, 2023. Our packaged tours services revenue increased by approximately 375.6% from approximately $1.3 million for the year ended December 31, 2022 to approximately $6.0 million for the year ended December 31, 2023. The increase of MICE management solution services revenue and packaged tours services revenue is primarily due to the strengthened demand by our customers with recovered tourism business in the UAE after the COVID-19 pandemic and the improved recognition of our brand by our customers. For the years ended December 31, 2023 and 2022, we served a total of 426 and 349 enterprise customers from diversified industries and regions, with a total number of tour groups of 2,900 and 1,700, or 33,620 customers and 14,453 customers, respectively. The number of groups with a single group income exceeding $27,000 (AED100,000) increased by 149.1% from 57 groups in 2022 to 142 groups in 2023. Additionally, the UAE is investing heavily in infrastructure construction to facilitate international trade, tourism, and business activities, aiming to attract more people to UAE for commercial activities and tourism. This has also driven an increase in demand for our MICE management solutions service.

Cost of Revenue.    Our cost of revenue increased by approximately 72.8% from approximately $8.8 million for the year ended December 31, 2022 to approximately $15.1 million for the year ended December 31, 2023 primarily due to the increased MICE management solution services cost and packaged tours services cost. Our cost of MICE management solution services increased by approximately 28.9% from approximately $7.6 million for the year ended December 31, 2022 to approximately $9.8 million for the year ended December 31, 2023, mainly due to the increased purchase cost of hotel and airfare which were driven by the recovered tourism business in the UAE after the COVID-19 pandemic. Meanwhile, we incurred more costs in hiring additional personnel to manage and support increased meeting and events demands due to an increase of customers and the increased purchase cost of hotel and airfare which were driven by the recovered tourism business in the UAE after the COVID-19 pandemic with the growth of transaction volume.

Gross Profit.    As a result of the factors set out above, our gross profit increased by approximately 35.7% from approximately $2.6 million for the year ended December 31, 2022 to approximately $3.5 million for the year ended December 31, 2023.

Selling and marketing Expenses.    Our selling and marketing expenses increased by approximately 89.1% from approximately $0.6 million from the year ended December 31, 2022 to approximately $1.2 million for the year ended December 31, 2023. This increase was primarily due to the increase of the compensation to sales personnel of approximately $0.4 million with the growth of our transaction volume, including salaries, performance-based bonus, and other benefits with the increase of revenue.

General and Administrative Expenses.    Our general and administrative expenses increased by approximately 36.7% from approximately $0.7 million for the year ended December 31, 2022 to approximately $0.9 million for the year ended December 31, 2023. This increase was primarily due to the increase of the compensation to general and administrative personnel of approximately $0.1million.

Operating income.    As a result of the factors set out above, we had approximately $1.4 million and $1.3 million operating income for the years ended December 31, 2023 and 2022, respectively.

Other Income, net.    We recorded other income of $31,042 and $11,536 for the years ended December 31, 2023 and 2022, respectively, which was mainly due to the gains from assets disposal.

Net income.    As a result of the foregoing, we had net income of approximately $1.4 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively.

Recently Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in “Note 2 — Significant accounting policies — Recently issued accounting pronouncements of our consolidated financial statements included elsewhere in this registration statement.

Liquidity and Capital Resources

Cash Flows and Working Capital

As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of approximately $0.9 million and $0.5 million, respectively, and restricted cash approximately $0.3 million and $0.3 million, respectively. We believe that our current cash, cash to be generated from our operations, and access to capital market will be sufficient to meet our working capital needs for at least the next twelve months. We do not have any amounts committed to be provided by our related party. We are also not dependent upon future financing to meet our liquidity needs for the next twelve months. In order to implement our growth strategies, we plan to expand our business and may need more capital through equity financing to expand our production and meet market demands.

We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures, or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.

The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.

The following table sets forth a summary of our cash flows for the periods presented:

The six months ended June 30, 2024 compared to the six months ended June 30, 2023

Operating Activities

We recorded net cash provided by operating activities of approximately $0.4 million for the six months ended June 30, 2024. The difference between our net income of approximately $0.1 million and the net cash provided by operating activities was primarily due to (i) an adjustment of approximately $0.3 million in non-cash items, which mainly consisted of allowance for expected credit loss of approximately $0.2 million; (ii) the increase of prepayment and other current assets of approximately $0.1 million; and (iii) a decrease of accrued expenses and other current liabilities of approximately $0.1 million.

We recorded net cash provided by operating activities of approximately $0.2 million for the six months ended June 30, 2023. The difference between our net income of approximately $0.04 million and the net cash provided by operating activities was primarily due to (i) an adjustment of approximately $0.04 million in non-cash items, which mainly

consisted of amortization of right-of-use assets of approximately $0.04 million; (ii) an increase of accounts receivable of approximately $0.5 million; (iii) an increase of accounts payable of approximately $0.4 million; and (iv) an increase of advance from customers of approximately $0.5 million.

Investing Activities

Net cash used in investing activities was approximately $0.003 million for the six months ended June 30, 2024, primarily due to the purchase of equipment.

There was no cash flow generated or used for the six months ended June 30, 2023.

Financing Activities

There was no cash generated or used for the six months ended June 30, 2024 and 2023.

The year ended December 31, 2023 compared to the year ended December 31, 2022

Operating Activities

We recorded net cash used in operating activities of approximately $0.08 million for the year ended December 31, 2023. The difference between our net income of approximately $1.4 million and the net cash used in operating activities was primarily due to (i) an increase of accounts receivable of approximately $1.9 million; (ii) an increase of accounts payable of approximately $0.8 million; and (iii) a decrease of advance from customers of approximately $0.8 million.

Net cash used in operating activities was $0.8 million for the year ended December 31, 2022. The difference between our net income of approximately $1.3 million and the net cash used in operating activities was primarily due to (i) an increase of accounts receivable of approximately $2.5 million; (ii) a decrease of prepayment and other current assets of approximately $0.2 million; and (iii) an increase of accounts payables of approximately $0.7 million, partially offset by an adjustment of approximately $0.01 million in non-cash items, which mainly consisted of amortization of right-of-use assets of approximately $0.04 million.

Investing Activities

Net cash used in investing activities was approximately $99,762 for the year ended December 31, 2023, due to the purchase of equipment.

Net cash used in investing activities was approximately $2,126 for the year ended December 31, 2022, due to the purchase of equipment.

Financing Activities

There was no cash generated or used for the year ended December 31, 2023.

Net cash used in financing activities for the fiscal year ended December 31, 2022 was approximately $0.2 million due to dividends to shareholders.

Trend Information

Other than as described elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.

Holding Company Structure

We are a holding company with no material operations of our own. As a holding company, we conduct our operations primarily through our subsidiaries, Hunter Dubai and Multiple Dubai. As a result, our ability to pay dividends depends upon dividends paid by Hunter Dubai and Multiple Dubai. If they incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Inflation

Since inception, inflation in the UAE has not materially affected our results of operations. According to the UAE Federal Competitiveness and Statistics Authority, the year-over-year percent change in the consumer price index for December 2022 and December 2023 was an increase of 2.1% and a decrease of 2.5%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if the UAE experiences higher rates of inflation in the future.

Commitments and Contingencies

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, which cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

We are subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on our consolidated business, financial position, cash flows, or results of operations taken as a whole. As of the date of this prospectus, we are not a party to any material legal or administrative proceedings.

Quantitative and Qualitative Disclosures about Market Risk

Concentration of credit risk

Financial instruments that potentially subject us to the concentration of credit risks consist of cash, restricted cash, accounts receivable, and amounts due from related parties. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. We deposit our cash and restricted cash with financial institutions located in jurisdictions where the subsidiaries are located. We believe that no significant credit risk exists as these financial institutions have high credit quality.

Accounts receivables are typically unsecured and are derived from revenue earned through third-party consumers. We conduct credit evaluations of third-party customers and related parties, and generally do not require collateral or other security from its third-party customers and related parties. We establish an allowance for expected credit loss primarily based upon the age of the receivables and factors surrounding the credit risk of specific third-party customers and related parties.

Concentration of customers and suppliers

For the six months ended June 30, 2024, one customer, customer D, individually accounted for more than 10% of the Group’s total revenue, contributing approximately 14.5% of the Group’s total revenue for the six months ended June 30, 2024. For the year ended December 31, 2023, two customers, A and B, each accounted for more than 10% of the Group’s total revenue. Together, these two customers contributed approximately 31.9% of the Group’s total revenue for the year ended December 31, 2023. For the year ended December 31, 2022, one customer, customer A, individually accounted for more than 10% of the Group’s total revenue, contributing approximately 11.9% of the Group’s total revenue for the year ended December 31, 2022. As of June 30, 2024, two customers, B and D, accounted for more than 10% of the Group’s accounts receivable, and these two customers representing approximately 21.4% of the Group’s total accounts receivable. As of December 31, 2023, one customer, customer B, accounted for more than 10% of the Group’s accounts receivable, representing approximately 19.6% of the Group’s total accounts receivable. As of December 31, 2022, one customer, customer C, accounted for more than 10% of the Group’s accounts receivable, representing approximately 12.8% of the Group’s total accounts receivable.

For the six months ended June 30,2024 and for year ended December 31, 2023, there is one supplier, supplier A, from whom purchases individually represent greater than 10% of the total purchases of the Group, and the total purchase from this supplier accounted for approximately 24.9% and 24.1%, respectively, of the Group’s total purchase for the six months ended June 30,2024 and for the year ended December 31, 2023. For the year ended December 31, 2022, there is one supplier, supplier A, from whom purchases individually represent greater than 10% of the total purchases of the Group, and the total purchase from this supplier accounted for approximately 15.1% of the Group’s total purchase for the year ended December 31, 2022. As of June 30, 2024, there was no supplier accounted for more than 10% of the Group’s accounts payable. As of December 31, 2023, there was one supplier, supplier A, that accounted for more than 10% of the Group’s accounts payable, which accounted for approximately 12.5% of the Group’s total accounts payable. As of December 31, 2022, there were four suppliers, B, C, D, and E, that accounted for more than 10% of the Group’s accounts payable, and accounted for approximately 17.5%, 16.5%, 12.5% and 10.7% of the Group’s total accounts payable, respectively.

Currency convertibility risk

All of our revenue and expenses are denominated in AED. The functional currency of our Company is U.S. dollars. The functional currency of our subsidiaries incorporated in the UAE is AED. We use U.S. dollars as our reporting currency.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into the functional currency using the applicable exchange rate at the balance sheet date. The exchange differences resulted have been recorded in general and administrative expenses in the consolidated statements of comprehensive income.

The AED has been pegged to the US dollar at 3.6725 AEDs per U.S. dollar since November 1997. However, there can be no assurance that the AED will not be de-pegged or that the existing peg will not be adjusted in the future.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

INDUSTRY

All the information and data presented in this section have been derived from Frost & Sullivan Limited (“Frost & Sullivan”)’s industry report commissioned by us entitled “Independent Market Research on Global Tourism, UAE One-stop Tourism and MICE Management Solution Markets” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

The tourism industry offers a direct array of services such as transportation, accommodation, catering, sightseeing, shopping, and entertainment to cater to the diverse needs of tourists. Leveraging various resources and facilities, tourism is dedicated to providing professional and personalized services aimed at both attracting and satisfying tourists. Travel purposes in tourism can be broadly classified into business travel and leisure travel. Business travel involves planned and organized activities based on specific themes and procedures, while leisure travel is centered around seeking a pleasurable sightseeing experience. Business purpose tourism can be further categorized into general business travel and MICE travel.

MICE travel spans a wide range of activities, including large forums, corporate annual meetings, exhibitions, trade fairs, trade shows, product launches, art festivals, concerts, and sporting events. Regarded as a catalyst for fostering business exchange and economic development, MICE travel stands out as a prominent segment within the high-end tourism market. The major distinctive features of MICE travelers include but not limited to high consumption level, lower price sensitivity, longer stay, and large groups of participants. Ultimately, the host destination stands to gain substantial economic benefits, encompassing revenue streams from hotels, restaurants, transportation, and overall tourism services. Consequently, MICE travel is anticipated to emerge as one of the most rapidly growing segments within the tourism industry in the future.

Comparisons between General Business/Leisure Travel and MICE Travel

Source: Frost & Sullivan

The GLOBAL TOURISM AND MICE MARKET OVERVIEW

Market Size of Global Tourism and MICE Travel Industry

The global tourism industry, initially grappling with a substantial revenue downturn amid the COVID-19 pandemic, has displayed recovery indicators as the situation stabilized in 2022. In the future, the sustained progress of the global economy and tourism will be increasingly dependent on elevating productivity of each step or activity in the value chain. Essential aspects driving this progress encompass the increase of industry’s technology penetration, the ability to attract professional talents, and the implementation of an intelligent and strategic tourism policy and governance system. These elements play a pivotal role in fostering continued growth within the global tourism industry. The market size of global tourism industry by revenue is expected to reach US$7.2 trillion in 2027 at a compound annual growth rate (“CAGR”) of 7.1% from 2023.

Market Size of Global Tourism Industry by Revenue, 2018-2027E

Source: Frost & Sullivan

The global MICE travel sector witnessed a decline during the pandemic, but a steady recovery is anticipated, with expectations to reach pre-pandemic levels by 2023 and sustain rapid growth thereafter. Key business customer groups, including the pharmaceutical, finance, technology, internet, automobile, and direct sales industries, have shown robust and swift expansion. Government entities remain significant MICE travel clients, and various organizations actively engage in MICE travel initiatives. The market size of global MICE travel industry by revenue is poised to escalate from US$340.0 billion in 2023 to US$750.0 billion in 2027, reflecting a CAGR of 21.9% during this period. As cultural, tourism, and business domains mature, they are expected to further fuel the development of the global MICE travel market.

Market Size of Global MICE Travel Industry by Revenue, 2018-2027E

Source: Frost & Sullivan

Key Drivers and Trends of Global Tourism and MICE Market

The key drivers and trends of the global tourism and MICE market include the following:

Innovation of digital technology in global tourism industry

Key digital technologies, such as online booking platforms, artificial intelligence, mobile applications, and virtual reality, are revolutionizing the behaviors and experiences of tourists. High-quality tour guiding is now tailored to the personalized service requirements of high-net-worth customers. Meanwhile, artificial intelligence and mobile applications facilitate real-time updates on travel plans, ensuring access to the best available service options. The integration of online booking systems and virtual reality allows specific customers to preview and select personalized services in advance, optimizing their overall travel experience. For MICE travel enterprises specifically, they will evolve and move towards enterprises of possessing industry-leading integration, service, technology, product, and consulting capabilities, forming a development model of deep and effective integration of supplier and customer resources. Therefore, innovation of digital technology helps enterprises in the tourism industry to stay competitive in the dynamic tourism market.

Vertical integration of the tourism industry resources

In response to the dynamic tourism market, industry players are increasingly adopting a customer-centric vertical integration strategy. This involves forging comprehensive partnerships with airlines, hotels, and other key entities in the tourism sector to create a seamless, integrated customer experience. By collaborating with airlines, tourism service providers can offer bundled packages, combining flights and hotels for convenient customer bookings. Partnerships with hotels and restaurants diversify dining options, catering to diverse preferences. Integrating online and offline channels using cutting-edge digital technologies enhances competitiveness, optimizes customer experiences, improves operational efficiency, fosters collaboration, and reduces costs. This transformative vertical integration approach is pivotal for tourism service providers to navigate the evolving industry landscape. The global shift towards personalized, tech-driven services underscores the importance of differentiation, revenue generation, and growth opportunities for industry practitioners. Through vertical integration, service providers can better fulfill customer needs, deliver high-quality experiences, and sustain a leading position in the competitive market, fostering long-term, sustainable development.

Integrated development of MICE activities with tourism-related industries

The engagement in MICE activities has prompted participants in the tourism industry to expand their services across the entire value chain. The close alignment of the tourism and exhibition sectors with various industries, including hotels, catering, entertainment, transportation, technology, and media, has catalyzed collaboration and innovation. For instance, tourism companies take charge of reception and organizational tasks, while media companies focus on pre- and post-conference promotion and interviews. This collaborative model offers customers a range of MICE activity options and heightened opportunities for promotion and communication. Additionally, stakeholders in the travel and tourism sectors are partnering with event organizers, such as the FIFA World Cup, establishing an integrated service progression from online and offline ticket sales to localized publicity and execution. This integration not only enhances the appeal and efficiency of exhibition activities but also creates additional avenues for global economic growth and cultural exchanges. In essence, this collaborative and integrated approach elevates the overall MICE tourism experience, contributing to the advancement and enrichment of the global tourism industry.

The UAE TOURISM AND MICE MARKET OVERVIEW

The UAE holds distinct advantages in the tourism and MICE market, driven by a combination of cultural richness, historical significance, natural landscapes, culinary offerings, and modern infrastructures. The UAE’s significance in business tourism is evident in emirates like Dubai and Abu Dhabi hosting international conferences, exhibitions, and events, fostering growth potential. Economic diversification efforts, infrastructure investments, and foreign investment incentives further contribute to the expansion of tourism and MICE activities in the UAE. The strategic geopolitical location, global connectivity, air travel hubs, maritime access points, and proximity to emerging markets position the UAE as a central hub for international travel, driving continuous growth in the travel and tourism industry.

Market Size of the UAE Tourism and MICE Travel Industry

The UAE has propelled the tourism market size from US$52.6 billion in 2018 to US$60.7 billion in 2022, with a 3.6% CAGR. Looking ahead, a remarkable projected growth is expected, reaching US$155.2 billion by 2027 at a CAGR of 19.0%. The market size of the UAE MICE travel industry by revenue is expected to increase from US$5.7 billion in 2023 to US$16.0 billion in 2027 at a CAGR of 29.3%.

Market Size of the UAE Tourism and MICE Travel Industry by Revenue, 2018-2027E

Source: Frost & Sullivan

The UAE ONE-STOP TOURISM AND MICE MANAGEMENT SOLUTION MARKET OVERVIEW

The UAE one-stop tourism and MICE management solution is a comprehensive service designed to cater to the diverse needs of tourists and event organizers, encompassing aspects such as event planning, ticketing, visa applications, ground services, accommodation, catering arrangements, and event execution. The service model generally consolidates three or more traditionally fragmented services. Providers of one-stop tourism and MICE management solutions in the UAE must obtain licenses and government recognition from relevant authorities to ensure compliance and deliver high-quality services. These essential licenses include operating licenses from the tourism bureau, approvals from the MICE industry association and relevant departments, and liability insurance to safeguard customers’ property. Providers’ employees are also required to possess professional qualifications, undergo necessary training, and adhere to relevant regulations. Government and industry recognition play a crucial role in enhancing the reputation of one-stop tourism and MICE management solution providers, fostering trust and confidence among customers. This trend has gained traction in the UAE, with an increasing number of tourists opting for this service model, thanks to its convenience, efficiency, and ability to meet diverse customer needs, thereby opening up more business opportunities and benefits for enterprises.

Value Chain Analysis of One-stop Tourism and MICE Management Solution Market

The one-stop travel and MICE management solution seamlessly integrates traditional pre-arrival services, including travel planning, ticketing, and visa applications, with post-arrival services like ground pick-up, hotel and catering arrangements, and event execution. This comprehensive approach effectively simplifies the event planning process, enhancing project efficiency while reducing complexity and potential miscommunication issues. One-stop travel and MICE management solution providers enjoy the advantage of not being confined to fragmented services, allowing them to achieve economies of scale through collaborations with major suppliers and offer customers flexible options that align with their demands. In comparison to the traditional model, these providers elevate the customer experience by streamlining processes, ensuring effective quality control, maintaining consistency, and managing risks. Moreover, they provide swift responses to any issues, alleviating customers from the challenges of coordinating across multiple contracts and with various providers. By offering comprehensive support, professional travel and service providers simplify the planning and management of tours and related activities, saving customers significant time and effort and ensuring the success of their events.

focused on strengthening the unified national tourism identity; developing and diversifying specialized diverse products; increasing investments in all tourism sectors, etc. The “UAE 2031 Tourism Strategy” plans to boost the tourism sector’s GDP contribution at an increase of AED 27 billion annually and attract additional investments of AED 100 billion to the country. As a result, the UAE emirates are accelerating to become the center of finance, tourism, and business activities worldwide.

As of the date of this prospectus, we have received incentives amounting to $40,844 (AED 150,000) and $102,110 (AED 375,000) from the Dubai government in connection with two events we hosted with more than 500 attendees. We expect to continue receiving such incentives in the future as long as we continue to host events with 500 or more attendees and as long as the policy remains in place. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Construction of modern infrastructure and diversification of local cultures

With substantial support from the local government, the UAE has prioritized infrastructure development as a key strategy for economic diversification and global attractiveness. Heavy investments have been directed towards constructing luxurious hotels, modern airports, cultural attractions, and entertainment facilities to enhance the UAE’s appeal to international tourists and facilitate international trade and business activities. This extensive infrastructure development has laid a robust foundation for MICE management activities, meeting stringent requirements for hotel quality and luxury. With a total of 804 hotels in Dubai in 2022 and Dubai International Airport handling over 66 million passengers in the same year, the region’s flourishing infrastructure, including exhibition centers and transportation, provides significant growth opportunities for one-stop tourism and MICE management solution providers.

Additionally, the UAE’s rich cultural heritage and its status as the cradle of major Abrahamic religions, including Judaism, Christianity, and Islam, contribute to its global appeal. The Sheikh Zayed Mosque, the second-largest mosque in the Muslim world with a cost of $5.5 billion, stands as a testament to the UAE’s cultural significance. Moreover, the inauguration of the “Abrahamic Family House” in March 2023 marked a historic moment as the first inter-religious building complex in the GCC countries, integrating a synagogue, a Christian church, and an Islamic Mosque. This initiative enhances the UAE’s cultural and soft power influence, attracting billions of international visitors for various purposes, including tours, conferences, and events. The combination of modern infrastructure and diverse cultural offerings solidifies the UAE’s position as a multifaceted destination for both tourism and MICE activities.

Application of digitalized technology

The growing demand for high-end, customized tourism and MICE management services in the UAE has created development opportunities for one-stop tourism and MICE management solution providers. In order to ensure the high quality of services, leading enterprises have begun to exert digital technologies such as artificial intelligence to meet both high-quality and customized demands from visitors. For instance, with assistance of robots and artificial intelligence, the guides will receive instructions from control center to efficiently guide tourists to various locations such as buses, exhibitions, and conferences. By standardizing various scenarios, the enterprises use this scheme to improve the technical level of services, reduce the cost of services as well as staffing requirements, and this scheme has been endorsed by the Dubai Tourism Authority.

Global market expansion

As an increasing number of individuals and businesses seek cross-border opportunities for tourism and business, the UAE one-stop tourism and MICE management service solutions will actively expand into international markets to meet the growing global customer demands, which may involve establishing offices overseas, expanding partnerships, and providing outbound services. In the future, providers of one-stop tourism and MICE management solution in the UAE will continually adapt to new market demands, broaden their service offerings, and provide more comprehensive services for international client with high-quality and specialized standards.

BUSINESS

Overview

We, through our subsidiaries in the UAE, operate as a tour operator, travel agency, and provider of event planning and management services. As the tourism industry in the Middle East region is growing rapidly, our subsidiaries primarily provide two lines of services, namely, MICE management, a comprehensive coordination and organization of events, and one-stop tourism, a comprehensive travel product that is designed to provide tourists with all the necessary components of a trip in a single and convenient package, which typically include transportation, accommodations, meals, and guided tours or activities.

“MICE,” an acronym for meetings, incentives, conferences, and exhibitions, represents a specialized sector within the tourism industry focused on organizing and hosting business or academic events. Our subsidiaries assist their clients, mainly companies and industry associations, with the planning, organizing, and execution of various events including annual meetings, product launch conferences, product exhibitions, and staff gatherings in the UAE. They offer comprehensive services encompassing guest invitation, event website development, event applications, advertising, and overall event management and execution.

Our subsidiaries have demonstrated expertise in managing large-scale events. A notable example is the Hantec Group Photography Exhibition organized in November 2022, which saw a participation of around 1,000 individuals. As of the date of this prospectus, our subsidiaries have planned and executed approximately 800 events, each with over 100 participants, and around 40 events with more than 1,000 attendees. Over the years, they have provided MICE management services to over 300 clients.

Due to the essential role of travel arrangements in MICE events and the status of the Middle East region as a favored travel destination, a number of companies often choose countries in the Middle East region, especially the UAE, as their preferred venue for hosting their events. To cater to this need, our subsidiaries offer their clients comprehensive one-stop tourism services. These services include flight ticket bookings, airport pick-up, hotel reservations, restaurant bookings, rental of cars and buses, arranging tickets for tourist attractions, and providing tour guides. With this comprehensive approach, our subsidiaries’ clients are relieved from the hassle of navigating multiple websites for different services, such as flight ticket purchase, hotel bookings, and restaurant reservations, thereby saving time and streamlining the travel planning process. As of the date of this prospectus, our subsidiaries are able to provide services for travel in the UAE, Turkey, Lebanon, Jordan, Qatar, Bahrain, Kuwait, Saudi Arabia, and Oman.

In addition to providing a wide range of tourism services, our subsidiaries also specialize in creating personalized travel plans for each group, such as organizing diverse tour experiences to suit specific interests, whether educational, business, or recreational.

Competitive Strengths

We believe that the following strengths contribute to our success and are the differentiating factors that set us apart from our peers:

A broad range of customers:    As of the date of this prospectus, our subsidiaries have provided event planning and organization services to over 300 clients. These clients represent a broad spectrum of sectors, encompassing consumer goods, technology, finance, education, and legal industries.

Large-scale event planning and organizational capabilities:    As of the date of this prospectus, our subsidiaries have a specialized team of 15 professionals committed to the MICE management business. Additionally, our subsidiaries work with a wide range of third-party service providers, such as event venue providers, translation providers, electronic equipment providers, event material producers, and advertising companies, to provide various services to the clients, which enables our subsidiaries to deliver a comprehensive array of services to their clients, ensuring the seamless execution of sizable events. Moreover, our subsidiaries create detailed execution plans for each large-scale event. These plans encompass various logistics such as airport pick-up, dining options, hotel accommodations, and recreational activities. As of the date of this prospectus, our subsidiaries have planned and executed approximately 800 events with over 100 participants, and approximately 40 events with more than 1,000 attendees. Notably, in November 2022, our subsidiaries organized the Hantec Group Photography Exhibition with a total of approximately 1,000 participants. Moreover, in 2023, our subsidiaries conducted a seminar for our client, Perfect (China) Co., Ltd., attracting approximately 1,300 participants.

Bespoke travel itinerary planning services:    Our subsidiaries specialize in creating personalized travel plans for each group, considering the clients’ specific travel goals, personal preferences, budget constraints, and the unique attributes of their chosen destination. Our subsidiaries’ approach to itinerary planning is detail-oriented, ensuring seamless travel experiences by coordinating airport transfers, carefully selected site visits and activities, curated dining experiences, and comfortable hotel stays.

Diversified selection of services:    As of the date of this prospectus, our subsidiaries has worked with 15 hotels, such as Hilton, Marriott, Hyatt, and Four Seasons, 14 restaurants, and five car rental companies to provide customers with a diverse range of experiences in accommodations, dining, and transportation.

Experienced management team:    Our company is supported by an experienced management team, whose expertise spans across management, business administration, and tourism management. For example, our Chairman of the Board of Directors, Director, and Chief Executive Officer, Zhengang Tang, who obtained a master’s degree in business administration from Peking University, brings a wealth of corporate management experience, founded our subsidiary, Hunter Dubai, and has been the chief executive officer of the subsidiary since 2006. Jihong Chen, one of our directors, possesses over three decades of experience in the tourism industry, used to serve as the manager of China International Travel Service Limited, a tour operator and travel agency in China, and has been the general manager of Hunter Dubai since 2006. Jinbin Wang, the deputy general manager of Hunter Dubai, has academic background in tourism management, used to work in various hotels and has been the deputy general manager of Hunter Dubai since 2011. Mingtao Zhu, boasting over ten years of expertise in tourism and event planning, has been working for Multiple Dubai since 2011 and currently serves as the general manager of Multiple Dubai.

Challenges

Set forth below are the challenges our subsidiaries face in their business operations:

Customer concentration:    Although our subsidiaries serve a broad range of customers, our business to some extent depends on a few major customers. For the six months ended June 30, 2024, one customer, customer D, accounted for 14.5% of our total revenue. For the year ended December 31, 2023, two customers, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation, accounted for more than 10% of the Company’s total revenue, accounting for 20.8% and 11.1% of our total revenue. For the fiscal year ended December 31, 2022, one customer, CTG MICE Service Company Limited, accounted for 11.9% of our total revenue. Dependence on these customers will expose our subsidiaries to the risks of substantial losses. If our subsidiaries fail to maintain relationships with these clients, and if they are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, our financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Relating to Our Business — High customer concentration exposes our subsidiaries to all of the risks faced by their major customers and may subject them to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations.”

Risk of misconduct and errors by employees:    Executing a large-scale event necessitates a significant number of employees, either from our subsidiaries or from third-party service providers. Consequently, our subsidiaries are exposed to the risk of misconduct and errors by both their own employees and those of third-party business partners they collaborate with. If any of their employees or employees of third-party business partners take, convert, or misuse funds or documents, or fail to follow rules and procedures when interacting with current or prospective clients, our subsidiaries could be liable for damages and subject to regulatory actions and penalties. Our subsidiaries could also be perceived to have facilitated or participated in the illegal misappropriation of funds or documents, or the failure to follow rules and procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the diminished ability to operate our business, potential liability to clients, inability to attract new clients, reputational damage, regulatory intervention, and financial harm, which could negatively impact our business, financial condition, and results of operations. See “Risk Factors — Risks Relating to Our Business — Misconduct and errors by our subsidiaries’ employees and the employees of third parties our subsidiaries work with could harm our business and reputation.”

Seasonality:    Our subsidiaries provide travel-related services, primarily in the Middle East, with a focus on Dubai. As such, they experience seasonal fluctuations in their business, particularly from June to August, when the extreme summer weather in Dubai leads to a decline in tourism and reduced demand for outdoor events and activities. Consequently, our revenue during these months is lower than the average of other quarters. See “Risk Factors — Risks Relating to Our Business — The seasonality of the tourism industry in the UAE impacts our operating results.”

Dependence on third-party service providers:    To offer customers a diversified selection of services, our subsidiaries must maintain healthy relationships with a variety of third parties. If such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with our subsidiaries, our subsidiaries could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations. See “Risk Factors — Risks Relating to Our Business — Our subsidiaries use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting our business, financial condition, and results of operations.”

Reliance on key management and personnel:    Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses. See “Risk Factors — Risks Relating to Our Business — If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan.”

Growth Strategy

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Extending our reach into additional regional markets:    Our strategy involves expanding into various European countries including Spain, the United Kingdom, France, Italy, and into Oceanian nations such as Australia and New Zealand. We aim to work with hotels, restaurants, and convention centers in these regions, expanding the scope of our subsidiaries’ one-stop tourism and MICE management services into these countries. Moreover, we plan to acquire local travel agencies and establish new subsidiaries in these regions. As of the date of this prospectus, we have not identified any potential target companies for such acquisitions.

Expanding our customer reach:    We intend to employ three key strategies to expand our customer reach: (i) launching an online booking platform to enhance the visibility of our subsidiaries’ services and acquire a greater number of individual customers; (ii) establishing five to ten travel advisors in each of three regions: Europe, Oceania, and Southeast Asia, tasked with the design, development, promotion, and sale of local travel offerings; and (iii) executing an integrated marketing approach, including disseminating promotional images and videos on social networks such as TikTok and Instagram, along with customer incentives like discounts on initial purchases and tiered loyalty programs.

Developing robotic solutions for enhanced tourism experience:    We plan to initiate a partnership with technology companies, supported financially by our subsidiaries, to develop tourism robots. The technological expertise and research personnel will be contributed by these technology companies. These robots are intended for use in settings such as airports, hotels, and tourist attractions. In airports and hotels, their services are expected to encompass language translation, navigational assistance, streamlined hotel check-ins, and aid in emergency evacuations. Within tourist destinations, they are projected to offer interactive features like motion demonstrations, voice-based interactions, and intelligent guided tours. Our initial investment in this venture is set at US$300,000. The project is presently in its prototype design phase, and we aim to deploy these tourism robots by the middle of 2025.

Business Model

Our revenue is generated from (i) MICE management service fees; (ii) one-stop tourism service fees; (iii) commissions for transportation ticketing and accommodation reservation services; and (iv) revenue from other travel related services.

For the six months ended June 30, 2024, our MICE management services revenue accounted for approximately $6,334,756, representing 74.4% of our total revenue. For the years ended December 31, 2023 and 2022, our MICE management services revenue accounted for approximately $11,224,126 and $9,438,180, representing 65.6% and 83.3% of our total revenue, respectively.

For the six months ended June 30, 2024, our one-stop tourism service revenue accounted for approximately $1,863,873, representing 21.9% of our total revenue. For the years ended December 31, 2023 and 2022, our one-stop tourism service revenue accounted for approximately $5,969,006 and $1,255,181, representing 32.1% and 11.1% of our total revenue, respectively.

For the six months ended June 30, 2024, our revenue from commissions for transportation ticketing and accommodation reservation services accounted for approximately $222,064, representing 2.6% of our total revenue. For the years ended December 31, 2023 and 2022, our revenue from commissions for transportation ticketing and accommodation reservation services accounted for approximately $402,821 and $546,200, representing 2.2% and 4.8% of our total revenue, respectively.

For the six months ended June 30, 2024, our revenue from other travel related services accounted for approximately $91,636, representing 1.1% of our total revenue. For the years ended December 31, 2023 and 2022, our revenue from other travel related services accounted for approximately $29,422 and $82,141, representing 0.1% and 0.8% of our total revenue, respectively.

Our Services

Our subsidiaries primarily have two lines of services, namely the MICE management services and one-stop tourism services. Whereas the MICE management sector organizes conferences and exhibitions in Dubai, the UAE, the one-stop tourism sector provides travel-related services for event participants and other travelers. These two lines of services are intertwined to stimulate our growth. In addition, our subsidiaries also offer transportation ticketing and accommodation reservation services, which are available to clients who do not engage in our MICE management business or use our one-stop tourism services.

MICE Management

Services

In response to the increasing popularity of Dubai as a prime location for various events, our subsidiaries specialize in providing customized and comprehensive planning and organizing services for a wide range of gatherings.

Our subsidiaries offer following event planning and organizing services:

•        Guest invitation: including design and production of paper or electronic conference invitation letters;

•        Event website development: including domain registration, webpage design, and server leasing;

•        Event application: providing assistance and representation for clients in event application processes with local tourism authorities, including preparation and submission of required documentation;

•        Event advertising: facilitating client’ advertisements in newspapers, on bridge billboards, large outdoor screens, airport corridors, the Burj Khalifa, and across radio and television platforms; and

•        Event management: including venue leasing, exhibition booth setup, transportation of exhibits, formulation of safety protocols and emergency evacuation plans, scheduling for conferences and exhibitions, guest reception; simultaneous interpretation, on-site recording and photography, and video editing and production.

Moreover, our subsidiaries craft comprehensive plans for each large-scale event, covering all logistical aspects such as airport transfers, dining arrangements, hotel accommodations, and leisure activities. They also dedicate themselves to assembling specialized staff teams for each segment of the event. These teams focus on catering to the specific needs of all attendees, including dietary preferences, organizing personalized birthday gifts for those celebrating during the event, and providing accommodations for pregnant women, infants, seniors, and people with disabilities, ensuring an inclusive and well-coordinated experience for every attendee.

In addition to participating in events, our MICE management business clients often travel around Dubai and its neighboring cities. Consequently, our subsidiaries also offer one-stop tourism services to accommodate these clients’ needs. See “Business — Services — One-stop Tourism.”

Event Types

Our subsidiaries provide assistance to their clients in the planning and organization of a diverse range of events.

Our subsidiaries specialize in planning and organizing corporate events, including annual conferences and training sessions. For instance, they were responsible for the Smartcom CEO Training Session, an event that took place from May 29 to June 9, 2023, attracting approximately 300 attendees.

In addition to conferences and training sessions, our subsidiaries help organize product launches and exhibitions for their clients. An example includes managing the TECON Product Launch Conference on December 7, 2022, an event that drew approximately 500 attendees.

Our subsidiaries also extend their expertise to industry forums, creating platforms for market leaders and academics to engage in idea exchange, analyze current market trends, and explore future prospects. For example, they managed the China-Arab Entrepreneurs Summit on May 17, 2023, which was attended by approximately 200 people. Additionally, they were responsible for the 2023 Middle East International Gas Technology Forum, held from June 23 to June 24, 2023, which also saw a similar attendance of around 200 participants.

Moreover, our subsidiaries plan and organize social events such as dinner parties, celebrations, and leisure activities as well. An instance of this was their management of United Imaging’s dinner party on June 21, 2021, which welcomed around 120 attendees. Furthermore, they orchestrated a large-scale event for the UAE Cheongsam Association, hosting their new year celebration party at Dubai Parks and Resorts on January 26, 2022, with a total attendance of approximately 800 guests.

MICE Management Team and Third-Party Service Providers

As of the date of this prospectus, our subsidiaries have 15 employees dedicated to the MICE management business, including three managers, two designers, and three event planners. An event typically requires the participation of about three to 15 employees depending on the size of the event.

In addition, our subsidiaries work with third parties to provide services to their clients. Third-party service providers our subsidiaries regularly work with include event venue providers, translation providers, electronic equipment providers, event material producers, and advertising companies. During the six months ended June 30, 2024 and 2023, our subsidiaries worked with nine and seven third-party service providers on 24 and 17 events, respectively. During the fiscal years ended December 31, 2023 and 2022, our subsidiaries worked with 13 and 11 third-party service providers on 31 and 38 events, respectively.

To ensure that our subsidiaries only work with qualified third-party service providers, management formed a standard process to evaluate these companies and control the quality of their services, which include the following steps:

Selection.    Our subsidiaries select the third-party service providers for an event based on quality of products and services, prices, delivery time, customer services, and ability to fulfill contracts. Our subsidiaries request potential service providers interested in an event to submit an application form with copies of business registration certificates.

Inspection.    After a third-party service provider begins working with our subsidiaries on an event, our subsidiaries regularly inspect its performance during different stages of the event according to detailed specifications and timeline for products or services in their agreement with the service provider.

Review.    Our subsidiaries review the performance of each third-party service provider after an event, and rate them according to quantity and quality of products and services, timeliness, prices, and customer services. Depending on the performance of a service provider, our subsidiaries will increase, decrease, or even terminate their cooperation with it.

Our subsidiaries typically do not enter into long-term supply contracts with these third-party service providers, but only enter into event execution contracts for specific events after they finish the planning and design of the events. Our subsidiaries’ event execution contracts with third-party service providers specify quantity and specifications of products or services, unit price of each product or service, delivery time, and payment date, among other things.

Venues

Our subsidiaries select event venues based on the budget and number of attendees for each event. Below are some venues frequently rented by our subsidiaries.

Our subsidiaries typically do not enter into long-term lease agreements with these hotels, but only enter into lease contracts for specific events. These lease contracts specify the venue name, rental fee, and additional terms tailored to the requirements of each event.

As of the date of this prospectus, our subsidiaries have planned and organized approximately 1,000 events, with a total attendance of approximately 130,000 people. For the six months ended June 30, 2024, our subsidiaries have planned and organized 24 events, with a total attendance of approximately 29,000 people. For the year ended December 31, 2023, our subsidiaries have planned and organized 22 events, with a total attendance of approximately 30,000 people. For the fiscal year ended December 31, 2022, our subsidiaries have planned and organized 42 events, with a total attendance of approximately 14,000 people.

Case Study

On November 25, 2023, our subsidiaries managed the “Weichai Middle East FZE” Supplier Recommendation Conference, a major event with approximately 1,000 participants and a budget of US$1.83 million. Services provided by our subsidiaries included obtaining necessary licenses, securing the conference venue, designing venue layouts, backdrop design and creation, installing lighting, sound, and LED screen systems, hiring actors and hosts, procuring interpreters, floral arrangements, recording and photography, crafting electronic invitation letters, airport transfer services, transportation arrangements, hotel bookings for attendees, catering, ticketing for attractions, and booking boats and desert camps.

Representative Events

Set forth below are the representative events for the six months ended June 30, 2024.

Set forth below are the representative events for the year ended December 31, 2023.

Set forth below are the representative events for the fiscal year ended December 31, 2022.

One-stop Tourism

Acknowledging the Middle East’s attraction as a popular destination for tourists, these countries welcome a vast number of travelers. To meet the growing interest in exploring middle eastern destinations, our subsidiaries offer comprehensive tour operations and travel agency services tailored for our clients. Our subsidiaries’ coverage includes countries like the UAE, Turkey, Lebanon, Jordan, Qatar, Bahrain, Kuwait, Saudi Arabia, and Oman. Our subsidiaries provide a full range of services, including flight ticket bookings, airport pickup, hotel reservations, restaurant arrangements, cars and buses rentals, tickets for tourist attractions, and the provision of tour guides. Notably, our subsidiaries’ flight ticket booking service involves direct procurement of tickets from the International Air Transport Association, ensuring that the clients benefit from competitive pricing. Our subsidiaries can also assist with visa applications, encompassing services such as preparation of application documents, guidance in filling out the application forms, and accompanying applicants to the visa center for the processing of their visas.

In addition to providing a wide range of travel agency services, our subsidiaries also specialize in creating personalized travel plans for each group, considering the clients’ specific travel goals, personal preferences, budget constraints, and the unique attributes of their chosen destination. An example is our subsidiaries’ tailored itinerary for middle school educational tours, encompassing activities such as exploring the Dubai Museum, hands-on learning of sand bottle art in gold and spice souks, visits to Dubai’s educational institutions, and interactive sessions with local students. In a similar vein, for cross-border businessman, our subsidiaries have developed specialized travel routes that include visits to the China Chamber of Commerce in Dubai, offline wholesale markets across Dubai and Saudi Arabia, and vital local companies. Our subsidiaries have also arranged tailored itineraries for groups specializing in cosmetic surgery. These arrangements included visits to the American Academy of Cosmetic Surgery Hospital, where they had the opportunity to meet and converse with local experts in Dubai’s cosmetic surgery field and observe surgeries. For clients enthusiastic about outdoor adventures, our subsidiaries crafted custom tours to Ras Al Khaimah. These tours include activities like rock climbing and zip-lining at Jebel Jais, along with hiking adventures in Wadi Showka.

We generate revenue through the services of assistance in visa applications and airport pickup by charging the clients a service fee. In addition, our subsidiaries work with a variety of service providers, including hotels, restaurants, and transportation rental companies. In these arrangements, service providers extend a negotiated rate to our subsidiaries according to the service agreements. Our subsidiaries, in turn, bill their clients at a marginally higher rate. The fees paid by the clients are used to settle accounts with the service providers. The profit for our subsidiaries arises from the difference between the client’s payment and the contracted rate provided by the service providers.

Transportation Ticketing and Accommodation Reservation

Transportation ticketing and accommodation reservation services are commonly part of our subsidiaries’ MICE management and one-stop tourism offerings. Nevertheless, acknowledging the broader market demand, our subsidiaries also extend these services to clients outside of their MICE business and one-stop tourism clientele.

Our subsidiaries derive revenue by capturing the difference between the amount paid by clients and the contracted rates offered by service providers.

Clients

Clients of MICE Management

Clients of the MICE management service include industry associations and companies in a wide range of industries such as consumer goods, technology, finance, education, and law.

One client, CTG MICE Service Company Limited, accounted for 14.5% of our total revenue for the six months ended June 30, 2024. Two clients, CTG MICE Service Company Limited and Shandong Weichai Import and Export Corporation, accounted for 20.8% and 11.1% of our total revenue for the fiscal year ended December 31, 2023. One client, CTG MICE Service Company Limited, accounted for 11.9% of our total revenue for the fiscal year ended December 31, 2022.

Our repeat clients, among others, include CTG MICE Service Company Limited, Smartcom (Hongkong) Co., Ltd., and Mason Events Management Limited.

Our subsidiaries enter into service agreements either directly with our MICE management service clients or the travel agencies engaged by these clients. Although each service agreement is unique, they generally share key components. These include a description of the services to be provided, outlining the scope, nature, and quality expected. Additionally, specific payment terms are detailed, covering aspects such as the payment schedule, amounts, invoicing procedures, and any conditions or milestones that may affect payment.

Clients of One-stop Tourism

Clients of our one-stop tourism service include individuals, companies, and government departments. There was no client that accounted for more than 10% of our annual revenue for the six months ended June 30, 2024 and years ended December 31, 2023 and December 31, 2022. Our repeat clients, among others, include Hdec Middle East Co., Dmcc., Sepcoiii Electric Power Construction Co. Ltd., and BGP Geoexplorer Pte. Ltd.

Our subsidiaries enter into service agreements with our one-stop tourism service clients. Although each service agreement is unique, typical material terms include description of services and payment terms.

Clients of Transportation Ticketing and Accommodation Reservation

Our subsidiaries offer these services separately to clients who are not part of their MICE business or one-stop tourism customer base. For the six months ended June 30, 2024 and years ended December 31, 2023 and 2022, there was no client of this business that accounted for more than 10% of our annual revenue.

Suppliers

Suppliers of MICE Management

Our subsidiaries work with numerous hotels for event venue rentals and engage with a variety of third-party service providers to offer diverse services to their clients. See “Business — Services — MICE Management — MICE Management Team and Third-Party Service Providers,” and “Business — Services — MICE Management — Venues.” For the six months ended June 30, 2024 and the years ended December 31, 2023 and 2022, there was no hotel or third-party service provider that accounted for more than 10% of our subsidiaries’ overall purchases.

Suppliers of One-stop Tourism

As of the date of this prospectus, to provide their one-stop tourism services, our subsidiaries have worked with 15 hotels, including well-known brands like Hilton, Marriott, Hyatt, and Four Seasons. Additionally, our subsidiaries also work with 14 restaurants, five car rental companies, and four shops, providing their customers with a broad spectrum of experiences in dining, transportation, and shopping.

We consider our subsidiaries’ major suppliers to be those suppliers that accounted for more than 10% of our subsidiaries’ overall purchases. The International Air Transport Association accounted for 24.9%, 24.1% and 15.1% of our subsidiaries’ overall purchases for the six months ended June 30, 2024, for the year ended December 31, 2023 and for the fiscal year ended December 31, 2022.

Our subsidiaries enter into service agreements with their suppliers. Although each service agreement is unique, typical material terms include description of services, and payment terms.

Suppliers of Transportation Ticketing and Accommodation Reservation

The suppliers for this business are part of the supplier network for our one-stop tourism business. See “Business — Suppliers — Suppliers of One-stop Tourism.”

Competition

The tourism and MICE management industry is intensely competitive, subject to rapid change and significantly affected by new service introductions and other market activities of industry participants. Our subsidiaries compete with service providers of tourism and MICE management. Some of these competitors are large, well-capitalized companies with greater market share, resources, and experience than our subsidiaries have. Consequently, they are able to spend more on service development, marketing, sales, and other product initiatives than our subsidiaries can.

Our subsidiaries’ major competitors include Arabian Adventures LLC, Desert Gate Tourism LLC, and ADNEC Services LLC. Our subsidiaries compete with such competitors particularly in the area of one-stop tourism service and MICE management.

Although there can be no assurance that our subsidiaries will be able to continue to compete successfully in the future, we believe that our subsidiaries can compete successfully with these companies by offering services of better quality to numerous customers. This competitive edge is bolstered by our subsidiaries’ broad range of customers, large-scale event planning and organizational capabilities, bespoke travel itinerary planning service, diversified selection of services, and an experienced management team. See “Business — Competitive Strengths.”

Marketing

As of the date of this prospectus, our subsidiaries have a five-person marketing team. The marketing team actively employs social media channels, such as TikTok and Instagram, as key platforms for promoting our subsidiaries’ services. This strategy involves posting a variety of content, including photographs and videos, from conferences and exhibitions our subsidiaries have previously orchestrated. Through these posts, our subsidiaries aim to provide a vivid showcase of their expertise in event management, highlighting the quality, creativity, and scale of the events they have successfully delivered. This approach not only demonstrates their capacity for organizing and managing large-scale events but also serves to engage and attract potential clients by visually illustrating the breadth and impact of our subsidiaries’ services.

Seasonality

Our subsidiaries experience a seasonality in their business, especially from June to August, due to the extreme summer weather in Dubai, which leads to a decline in tourism and a reduced demand for outdoor events and activities. Consequently, our revenue during these months falls below the average of other quarters.

Properties

Our subsidiaries lease six properties in both Dubai and Sharjah, UAE. The breakdown of the leased properties is as follows:

Intellectual Property

As of the date of this prospectus, our subsidiaries do not hold any patents or trademarks, however, they have one registered domain name.

The registered domain name is HUNTERTOURISM.NET, which is owned by Zhengang Tang, our Chairman of the Board of Directors, Director, and Chief Executive Officer, with an expiration date of March 12, 2025.

Employees

As of June 30, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, we had 39, 34, 22, and 19 full-time employees, respectively.

The following table provides a breakdown of our employees by function as of June 30, 2024:

Our subsidiaries’ success depends on their ability to attract, motivate, train, and retain qualified personnel. We believe our subsidiaries offer their employees competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team.

We believe our subsidiaries maintain a good working relationship with their employees, and our subsidiaries have not experienced any material labor disputes. None of their employees are represented by a labor union. The reduction in our workforce is attributable to outsourcing tasks to business partners and enhancing the versatility of our employees through training, enabling them to handle multiple roles.

Insurance

Hunter Dubai is insured for legal liability concerning accidental bodily injury to any third party, as well as accidental damage to the property of any third party.

Hunter Dubai has purchased medical insurance for its 18 employees and one of their family members, and four employees from Multiple Dubai.

Multiple Dubai has purchased medical insurance for its three employees and two of their family members.

Legal Proceeding

As of the date of this prospectus, neither we nor our subsidiaries are a party to any material legal or administrative proceedings. From time to time, our subsidiaries may be subject to various claims and legal actions arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our subsidiaries’ resources, including management’s time and attention.

REGULATIONS

We, through our subsidiaries, mainly conduct business in the UAE and are mainly engaged in the travel agency and event planning industry. This section sets forth a summary of the UAE laws, rules, regulations, government and industry policies and requirements that our UAE subsidiaries are subject to. Failure to comply with such laws, rules, regulations, government and industry policies and requirements could result in fines, suspension or expulsion, which could have a material adverse effect upon us.

This summary does not purport to be a complete description of all the laws and regulations that apply to our subsidiaries’ business and operations. Investors should note that the following summary is based on relevant laws and regulations in force as of the date of this prospectus, which may be subject to change.

Dubai Rule No. 6/2006 On Licensing Touristic Establishments and Travel Agents (Responsible Government/Regulatory Body: Department of Tourism and Commerce Marketing)

This rule applies to all travel agencies and inbound tour operator service providers in Dubai. The rule defines tourist activities as:

(a)     appointed general agent for airline/airlines;

(b)     travel and tourism agent;

(c)     outbound tour operator; and

(d)    inbound tour operator.

The rule mandates that any establishment conducting tourist activities in Dubai must obtain a relevant license from the Department of Tourism and Commerce Marketing. The rule also specifies the general and special requirements that must be met by any person wishing to obtain a license for any tourist activity.

The general requirements include:

(a)     maintaining an independent office space of an area not less than forty square meters for conducting each tourist activity;

(b)   submitting recent certificates of good conduct for both the owner and the manager in charge of the establishment; and

(c)     appointing a manager in charge and three employees for each tourist activity.

Some of the special requirements for each tourist activity relevant to the Group include:

(a)     for appointed general agent for airline/airlines, the establishment must have a minimum of three years of experience in the field of airline ticket sales and must have a minimum of three employees with experience in the field of airline ticket sales;

(b)    for travel and tourism agent, the establishment must have a minimum of three years of experience in the field of travel and tourism and must have a minimum of three employees with experience in the field of travel and tourism; and

(c)     for inbound tour operator, the establishment must have a minimum of three years of experience in the field of inbound tourism and must have a minimum of three employees with experience in the field of inbound tourism.

As of the date of this prospectus, our subsidiaries are in compliance with this rule, and we ensure that our subsidiaries meet the mandated standards and licensing requirements.

Decree No. 25 of 2013 On the Electronic System for Licensing Events and Marketing and Distributing Tickets in the Emirate of Dubai (Responsible Government/Regulatory Body: Department of Economy and Tourism Dubai)

This decree concerns the e-Licensing and e-Ticketing system for events in Dubai. The decree mandates that any entity affiliated with the government and is authorized to license or supervise the conduct of events in Dubai, including entities supervising free zones and special development zones, must use the e-Licensing and e-Ticketing system.

The decree defines an event as any event organized in Dubai on a permanent or temporary basis for an entertainment, marketing, sports, arts, cultural, educational, tourist, health, religious, or any other purpose, whether such event takes the form of a conference, festival, exhibition, concert, theatrical or literary event, contest, or any other form regardless of the venue where it is conducted.

The decree mandates that the e-Licensing system must be used to license events and record relevant data and information including the timings, venues, and the associated activities of such events. The e-Ticketing system is used to market event tickets. Entities that regulate, organize or manage events, including by selling or distributing tickets to such events to individuals or regulating the access or admission of individuals to such events are also required to install the necessary e-Ticketing systems and devices for their operation.

The decree also specifies the penalties for violating the provisions of this decree and the resolutions issued in pursuance hereof. As of the date of this prospectus, our subsidiaries are in compliance with this decree, subscribe to the e-Licensing and e-Ticketing systems and abide by the requirements set for venues therein.

Dubai Administrative Decision No. 7/2022 on the Adoption of the Guide for the Provision of First Aid Services at Various Workplaces in the Emirate of Dubai (Responsible Government/Regulatory Body: Dubai Municipality)

This law provides details on the requirements of providing first aid services at workplaces in Dubai and approves the Manual for Providing First Aid Services at Workplaces in Dubai, which sets out the standards and procedures for providing first aid services in open or closed public and private workplaces. The manual also outlines the obligations of employers and employees with respect to the first aid standards and procedures adopted by employers.

The manual applies to all workplaces in Dubai, including public and private entities and construction sites.

The manual sets out the following basic requirements for providing first aid services at workplaces:

(a)     employers must appoint a sufficient number of trained first aiders to provide first aid services at workplaces;

(b)     employers must ensure that the first aiders have access to appropriate first aid equipment and facilities;

(c)     employers must ensure that the first aiders are trained in the use of the first aid equipment and facilities;

(d)     employers must ensure that the first aiders are trained in the provision of first aid services in accordance with the standards set out in the manual; and

(e)     employers must ensure that the first aiders are trained in the recognition and treatment of common workplace injuries and illnesses.

The manual also sets out the following requirements for the provision of first aid services in specific situations:

(a)     in the event of a serious injury or illness, a first aider must call for emergency medical assistance immediately;

(b)      in the event of a minor injury or illness, a first aider must provide appropriate first aid treatment and record the details of the incident in the workplace first aid register; and

(c)     in the event of a workplace accident, a first aider must complete an accident report form and submit it to the employer.

As of the date of this prospectus, our subsidiaries comply with the first aid requirements for each type of workplace.

The Dubai Economy Commercial Permits Guide (Responsible Government/Regulatory Body: Dubai Department of Economic Development)

The Dubai Economy Commercial Permits Guide outlines the licensing process for various promotional activities in Dubai, including conferences and exhibitions. The guide specifies that a commercial permit is required for organizing promotional activities in Dubai. The permit is issued by the Department of Economic Development (“DED”) and it requires the existence of an active commercial license in Dubai. The permit constitutes permission from the DED to conduct relevant promotional activities and demonstrates that the permit holder has complied with all applicable legal requirements and the requirements of any other government, semi-government, and/or private agency (as applicable) in organizing promotional activities in Dubai.

To obtain a permit for a conference or exhibition, the applicant must submit a request form, a valid commercial license, and an outline of the campaign organizer, which shall include a campaign implementation plan, type and number of awards/prizes, and their respective values. The guide also provides information on the fees for each type of permit and the penalties for violating the regulations.

The guide also requires the service provider to ensure the following:

(a)     do not offend community habits, traditions, or the Islamic laws;

(b)      discourage the dissemination or promotion of any ideas or beliefs that may amount to prejudice in the UAE or the institutions of the State and society;

(c)     venue should be one within Dubai and designated to host exhibitions, trade fairs, and similar shows;

(d)     a government license is required, including a permit for the exhibition;

(e)     the exhibits should include goods produced or services provided by the public or locals;

(f)     firms that intend to set up exhibitions should obtain a separate permit for any promotional campaign or conference held alongside the exhibition; and

(g)     a DED permit must be obtained any conferences and seminars that involve speakers and specialists from inside or outside the state.

As of the date of this prospectus, our subsidiaries are in compliance with the guidance given in the Dubai Economy Commercial Permits Guide.

Dubai Local Order 11 of 2003 On Public Health and Safety of the Community in the Emirate of Dubai (Responsible Government/Regulatory Body: Dubai Municipality)

This local order concerns the public health and safety of the community in Dubai. Entertainment sites and other places frequented by the public are required to meet all the public health and safety requirements under this local order. The organizers need to ensure the preservation of the community’s health, prevention of diseases, and protection of the mental, physical, and psychological health of individuals and attendees. Such protection of attendees should be ensured by taking all necessary protection measures, including those relating to the maintenance of environmental cleanliness, control of diseases, fighting against epidemics, and control of foodstuff. Our subsidiaries, as occupiers of any places and sites, observe these requirements in a way which ensures their safe operation without endangering the lives or safety of visitors or neighbors.

Federal Decree-Law No. 34/2021 Concerning the Fight Against Rumors and Cybercrime (Responsible Government/Regulatory Body: UAE Ministry of Interior)

This law aims to address the concerns relating to the misuse and abuse of online technologies and addresses the concerns relating to the misuse and abuse of online technologies. It further seeks to protect the UAE’s government websites and databases, combat the spread of rumors and fake news, safeguard against electronic fraud, and maintain privacy and personal rights.

Article 44 of this law states that it is illegal to take photographs of others at any public or private place or prepare, communicate, expose, copy, or keep electronic images thereof without first seeking consent. The law is applicable to both public and private places. The article also prohibits the use of electronic means to capture, store, or distribute images of others without their consent.

Our subsidiaries are in compliance with the applicable cybercrime laws in the UAE and in specific Article 44 of Federal Decree-Law No. 34/2021 Concerning the Fight Against Rumors and Cybercrime.

Regulation of Data Collection and Handling (Responsible Government/Regulatory Body: UAE Data Office)

The Federal Decree-Law No. 45/2021 On the Protection of Personal Data on the Protection of Personal Data (the “UAE Data Protection Law”), which came into force on January 2, 2022, establishes guidelines for the handling of Personal Data (defined in the UAE Data Protection Law as “Any data relating to an identified natural person, or one who can be identified directly or indirectly by way of linking data, using identifiers such as name, voice, picture, identification number, online identifier, geographic location, or one or more special features that express the physical, psychological,

economic, cultural or social identity of such person. It also includes sensitive personal data and biometric data.”). Our subsidiaries are subject to data protection and information security requirements as our subsidiaries are responsible for collecting and storing the Personal Data of their employees and customers, including event attendees, such as their contact information and other information which can be used for their identification, including national identification numbers. Failure to comply with the UAE Data Protection Law will result in administrative penalties being imposed by the UAE Data Office or any other applicable regulatory authority, which include but are not limited to fines or other civil penalties. Such penalties may be imposed at the discretion of the UAE Data Office or other regulatory entity.

Under the UAE Data Protection Law, our subsidiaries are required to ensure that any Personal Data or other sensitive information, in particular information relating to their employees, customers, and transaction database, such as contact details, transaction information or personal details of any customers or employees, is held or stored within the UAE and is kept confidential at all times and is not shared with any third party without consent of the customer or other relevant person. Personal Data shall not be retained for periods longer than those required for the purpose of its processing subject to any limitation periods imposed by any applicable laws.

Furthermore, our subsidiaries are required to comply with certain minimum information security requirements prescribed in the UAE Data Protection Law, such as implementing a board-approved information security policy, encryption of card transaction data whilst sharing data externally, conducting IT training for employees on joining and on an annual basis, implementing any changes to their hardware, software, applications, databases, configuration in accordance with formal change control procedures, and ensuring that audits and testing by external experts are conducted on an annual basis.

Our subsidiaries ensure that any Personal Data collected from their customers in the course of their business is collected and processed consensually and in accordance with all applicable data protection rights of the customers. As of the date of this prospectus, our subsidiaries are in compliance with UAE’s data protection regulations.

Regulation of Employment Relationship (Responsible Government/Regulatory Body: Ministry of Human Resources and Emiritisation)

Employer-employee relationships in the UAE are primarily governed by Federal Decree Law No. 33 of 2021, its Executive Regulations (Cabinet Resolution No. 1 of 2022) (as may be amended from time to time), and applicable ministerial orders implementing these provisions (together the “UAE Labor Law”). The UAE Labor Law applies to all employees working in the UAE, regardless of their nationalities. The UAE Labor Law covers a wide range of topics, including employment contracts, working hours, wages and salaries, leave, social security, and termination of employment.

The law also establishes a number of protections for employees, including the right to non-discrimination and the right to a safe and healthy workplace.

The UAE Labor Law is enforced by the Ministry of Human Resources and Emiritisation (“MoHRE”). Employees who believe that their rights have been violated can file a complaint with the MoHRE.

As of the date of this prospectus, our subsidiaries are in compliance with the UAE Labor Law. In line with the UAE Labor Law, our subsidiaries staunchly uphold the rights and well-being of their employees. Each of their employers receives a clear, written employment contract detailing their salary, benefits, and working hours. Strictly adhering to the UAE’s standards, our subsidiaries ensure no one exceeds the mandated 8 hours a day and 48 hours a week work limit. Beyond working hours, our subsidiaries value their employees’ well-being, offering 30 days of paid annual leave and 15 days of paid sick leave annually. Integral to the core values of our subsidiaries are their anti-discrimination, fairness, and equality policies which are required under the UAE Labor Law. Our subsidiaries actively enforce these principles, ensuring an inclusive and supportive work environment where every individual is treated with respect and equality in accordance with the UAE Labor Law. In line with UAE’s legal directives, our subsidiaries guarantee end-of-service benefits, showcasing their commitment to both the nation’s laws and their teams’ welfare.

Regulation of Intellectual Properties (Responsible Government/Regulatory Body: Ministry of Economy, Intellectual Property Protection Department)

The UAE’s intellectual property regime is promulgated by a range of laws and regulations (together, the “UAE IP Laws”) including:

(a)     Federal Decree-Law No. 38 of 2021 On Copyrights and Neighboring Rights. t includes innovative works such as literature, music, theatre, architecture, photography, computer programs, speeches and lectures, audio-visual works, derivative works etc.;

(b)   Federal Decree-Law No. 36 of 2021 On Trademarks, providing for the protection of trademarks being anything that takes a distinct shape of names, words, signatures, letters, symbols, numbers, addresses, seals, drawings, pictures, engravings, packaging, graphic elements, forms, color or colors or a combination thereof, a sign or a group of signs, including three-dimensional marks, hologram marks, or any other mark used or intended to be used to distinguish the goods or services of a facility from the goods or services of other facilities, or to indicate the performance of a service, or to conduct monitoring or examination of goods or services;

(c)     Cabinet Resolution No. (6) of 2022 on the Executive Regulations of Federal Law No. (11) of 2021 on the Regulation and Protection of Industrial Property Rights;

(d)    Cabinet Decision No. 47/2022 On the Implementing Regulation of Federal Decree-Law No. 38/2021 on Copyrights and Neighboring Rights; and

(e)     Cabinet Decision No. 57/2022 On Executive Regulations of the Federal Decree-Law No. 36/2021 on Trademarks.

The UAE IP Laws are implemented and enforced by the Ministry of Economy, Intellectual Property Protection Department.

As of the date of this prospectus, our subsidiaries are in compliance with UAE IP Laws. In compliance with the UAE IP Laws, our subsidiaries have implemented procedures for the registration, management, and protection of their own copyrights, trademarks and trade secrets. Our subsidiaries diligently ensure that their operations never infringe upon or utilize anyone else’s copyrighted material or intellectual property without proper authorization. We ensure that all our subsidiaries’ intellectual property endeavors align with the UAE IP Law.

Foreign Exchange Control (Responsible Government/Regulatory Body: Central Bank of the UAE )

The UAE has no restrictions on foreign exchange. There are no limits on the amount of foreign currency that can be brought into or taken out of the UAE. There are also no restrictions on the conversion of foreign currency into dirhams or vice versa.

However, there are a number of restrictions on the transfer of money to certain countries from and to the UAE. These restrictions are designed to prevent the funding of terrorism and other illegal activities.

Some of the high-risk jurisdictions include Afghanistan, Bangladesh, Cambodia, Cuba, the Democratic Republic of the Congo, Ethiopia, Ghana, Guinea-Bissau, Guyana, Haiti, Iraq, Kenya, Laos, Lebanon, Liberia, Libya, Mali, Mauritania, Mozambique, Myanmar, Nicaragua, Niger, Nigeria, Pakistan, Palestine, Panama, Papua New Guinea, Philippines, Russia, Senegal, Somalia, South Sudan, Sri Lanka, Sudan, Tajikistan, Tanzania, Togo, Turkmenistan, Uganda, Ukraine, Uzbekistan, Vanuatu, Venezuela, and Yemen.

Transfers of money to these countries are more closely monitored and may be subject to additional requirements.

The UAE’s foreign exchange control laws are overseen by the Central Bank of the UAE (“CBUAE”). The CBUAE is responsible for ensuring the stability of the dirham and for promoting the development of the UAE’s financial system.

As of the date of this prospectus, our subsidiaries are in compliance with UAE’s foreign exchange regulations. Recognizing the UAE’s open stance on foreign exchange, our subsidiaries ensure that all their financial transactions adhere to the UAE’s guidelines, promoting the free flow of capital while abiding by the constraints set out by the UAE. Our subsidiaries refrain from engaging in unauthorized transfers to these regions. Furthermore, our subsidiaries will exercise heightened due diligence when dealing with countries designated as high-risk jurisdictions. Every transaction is documented and undergoes internal review to ensure full compliance, thereby preventing any inadvertent support to activities that contradict the values we uphold, and the regulations set forth by the UAE government.

MANAGEMENT

The following table sets forth information regarding our directors (“Directors”) and executive officers (“Officers”) as at the date of this prospectus:

____________

*        The appointment of each director nominee will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below:

Mr. Zhengang Tang has been serving as our Chief Executive Officer, Chairman of the Board of Directors, and Director since November 2023. Since December 2023, Mr. Tang has been the chief executive officer at Ambitions Dubai, where he provides overall strategic direction for Ambitions Dubai. Since March 2008, Mr. Tang has been the founder and chief executive officer at Multiple Dubai, where he has overseen its management and organized events, exhibitions, and international forums. Since October 2006, Mr. Tang has been the founder and chief executive officer at Hunter Dubai, where he has overseen corporate management and managed the company’s various departments. Mr. Tang received his bachelor’s degree in Business Management from Beijing Television University in May 1988 and his master’s degrees in Business Administration from the Canadian Community College in June 2002 and from Peking University in February 2013. We believe Mr. Tang qualifies as our director because of his expertise in corporate management and his experience in the tourism industry in the Middle East.

Ms. Jihong Chen has been serving as our Director since November 2023. Since March 2023, Ms. Chen has been a partner at Multiple Dubai, where she oversees the daily operations of Multiple Dubai. Since August 2022, Ms. Chen has been a managing director and partner at QR Trips Tourism LLC, where she oversees and manages its operations and provides guidance and support on its goals. Since October 2006, Ms. Chen has been a partner at Hunter Dubai, where she manages the company’s event planning, client reception, and MICE business. Ms. Chen received her associate’s degree in Economic Management from Beijing Institute of Modern Management in July 1994. We believe Ms. Chen qualifies as our director because of her expertise in event planning and corporate management.

Ms. Li Zhang has been serving as our Chief Financial Officer since November 2023. From July 2022 to October 2023, Ms. Zhang was an investment manager at Hongange (Beijing) Private Equity Fund Management Co., Ltd, where she managed corporate listings and capital operations, and developed investment project plans. From January 2021 to June 2022, Ms. Zhang was a senior investment manager at Youpin Auto Service Group Co., Ltd., where she led strategic corporate operations and facilitated overseas listings. Ms. Zhang received her bachelor’s degree in Biotechnology from Shanghai Ocean University in July 2008.

Mr. Si Li will serve as our director upon the effectiveness of the registration statement of which this prospectus is a part. Since June 2023, Mr. Li has been serving as the chief financial officer at Tuanche Limited (Nasdaq CM: TC), responsible for Tuanche’s financial management, strategy development, government relations, and global expansions. From June 2020 to May 2023, Mr. Li was a partner at Hongange (Beijing) Private Equity Fund Management Co., Ltd., responsible for the company’s fundraising and investments. From August 2019 to May 2020, Mr. Li was the general manager at Avita Technology (Chongqing) Co., Ltd., managing its government relations, capital operations, and strategy development. Mr. Li is a Qualified Fund Practitioner in China. He received his bachelor’s degree in International Economics and Trade from Beijing Technology and Business University in June 2007, and his master’s degree in Quantitative and Applied Statistics from the University of Pennsylvania in July 2009. We believe Mr. Li qualifies as our director because of his expertise in business management, public offerings, and finance.

Mr. Simon Hodgson will serve as our director upon the effectiveness of the registration statement of which this prospectus is a part. Since September 2022, Mr. Hodgson has been serving as the vice president of strategy and communications at Teneo Holding LLC, overseeing its strategy and management consulting services. From October 2018 to September 2022, Mr. Hodgson was the head of government relations and public policy at Unum Group, where he provided political risk counseling services, led Unum Group’s engagement with policymakers and media, and designed data science tools. Mr. Hodgson received his bachelor’s degree in French and Spanish from University College London in May 2014. We believe Mr. Hodgson qualifies as our director because of his expertise in government relations.

Mr. Mohammed Salem Almahri will serve as our director upon the effectiveness of the registration statement of which this prospectus is a part. Since August 2021, Mr. Almahri has been serving as the head of business consultant and coach at the Dubai Entrepreneurship Academy & Khalifa Fund for Enterprise Development, responsible for training entrepreneurs. From May 2018 to July 2021, Mr. Almahri was the head of investment office at the Al Dhafra Municipality, attracting investments and capitals to the region. Mr. Almahri received his bachelor’s degree in Business Administration from the United Arab Emirates University in November 2001. We believe Mr. Almahri qualifies as our director because of his expertise in capital markets.

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our Board of Directors will consist of five directors, including three independent directors, namely Si Li, Simon Hodgson, and Mohammed Salem Almahri, upon the effectiveness of the registration statement of which this prospectus forms a part. A director is not required to hold any shares in our Company to qualify to serve as a director. The Listing Rules of the Nasdaq generally require that a majority of an issuer’s Board of Directors must consist of independent directors.

The Company’s board of directors may exercise all of the powers to borrow money, mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock, or other securities whenever money is borrowed or as security for any debt, liability, or obligation of our Company or of any third party. None of our directors has a service contract with the Company that provides for benefits upon termination of service as a director.

Committees of the Board of Directors

We will establish three committees under the Board of Directors prior to the closing of this Offering: an audit committee, a compensation committee, and a nominating and corporate governance committee. The appointment to the committees will be effective immediately upon the effective date of the registration statement of which this prospectus forms a part. We will adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee Our audit committee will consist of Si Li, Simon Hodgson, and Mohammed Salem Almahri, chaired by Si Li. The Company has determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended. The Company has determined that Si Li qualifies as an “audit committee financial expert.” The audit committee oversees the Company’s accounting and financial reporting processes and the audits of its financial statements. The audit committee is responsible for, among other things:

•        establishing clear hiring policies for employees or former employees of the independent auditors;

•        reviewing and recommending to our Board of Directors for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

•        approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

•        obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures;

•        reviewing and recommending the financial statements to our board of directors for inclusion in our annual reports;

•        discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our Board of Directors for inclusion in our annual reports;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing policies with respect to risk assessment and risk management;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

•        periodically reviewing and reassessing the adequacy of the committee charter;

•        approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

•        establishing and overseeing procedures for the handling of complaints and whistleblowing;

•        meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm;

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance;

•        reporting periodically to our Board of Directors; and

•        such other matters that are specifically delegated to our audit committee by our Board of Directors from time to time.

Compensation Committee Our compensation committee will consist of Si Li, Simon Hodgson, and Mohammed Salem Almahri, chaired by Si Li. The Company has determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

•        reviewing and evaluating our executive compensation and benefits policies generally;

•        reviewing and recommending any incentive compensation or equity plans, programs or other similar arrangements;

•        periodically reviewing and reassessing the adequacy of the committee charter;

•        selecting compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management;

•        reporting periodically to our Board of Directors; and

•        such other matters that are specifically delegated to the compensation committee by our Board of Directors from time to time.

Nominating and Corporate Governance Committee Our nominating and corporate governance committee will consist of Si Li, Simon Hodgson, and Mohammed Salem Almahri, chaired by Si Li. The Company has determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the Board of Directors in selecting individuals qualified to become our directors and in determining the composition of the Board of Directors and its committees. The nominating and corporate governance committee is responsible for, among other things:

•        recommending nominees to our Board of Directors for election or re-election to our Board of Directors, or for appointment to fill any vacancy or newly created directorships on our Board of Directors;

•        reviewing periodically with our Board of Directors the current composition of our Board of Directors with regards to characteristics such as judgment, experience, expertise, diversity and background;

•        recommending to our Board of Directors such criteria with respect to nomination or appointment of members of its Board of Directors and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate;

•        recommending to our Board of Directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

•        periodically reassessing the adequacy of the committee charter;

•        overseeing compliance with the corporate governance guidelines and code of business conduct and ethics; and

•        overseeing and leading the self-evaluation of our Board of Directors in its performance and effectiveness as a whole.

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain circumstances have the right to seek damages in our name if a duty owed by our directors is breached.

Our Board of Directors has all the powers necessary for managing, directing, and supervising our business affairs. The functions and powers of our Board of Directors include, among others, (i) convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, (iii) appointing officers and determining their terms of offices and remuneration, and (iv) approving the transfer of shares of our Company, including the registering of such shares in our register of members.

Code of Ethics and Corporate Governance

We will adopt a code of ethics, which will be applicable to all of our directors, executive officers and employees prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. We will make our code of ethics publicly available on our website.

In addition, our Board will adopt a set of corporate governance guidelines covering a variety of matters, including (i) a policy governing the approval of related party transactions and (ii) an executive compensation recovery policy that apply to our executive officers, prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Terms of Directors and Officers

Our officers are appointed by and serve at the discretion of the Board.

An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. A director may be removed from office by ordinary resolution of our shareholders, notwithstanding anything in our memorandum and articles of association or in any agreement between the Company and such director (but without prejudice to any claim for damages under such agreement).

The office of director shall be vacated, if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by to be or becomes of unsound mind; (iii) resigns his office by notice in writing to us; (iv) without special leave of absence from the Board, is absent from meeting of the Board for three consecutive meetings and the Board resolves that his office be vacated; or (v) is removed from office pursuant to any other provisions of our memorandum and articles of association.

Interested Transactions

A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he or she is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated for the purposes of voting on a resolution in respect to a contract or transaction in which he/she has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. Subject to applicable Nasdaq rules, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

Employment Agreements and Indemnification Agreements

We will enter into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term unless either we or the executive officer gives prior notice to terminate such employment, or for a specified time period, or for a specified time period which will be renewed automatically unless a notice of non-renewal is given. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, including but not limited to as a result of the executive officer’s commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offence, fraud or dishonesty, habitual neglect of his or her duties, material misconduct being inconsistent with the due and faithful discharge of the executive officer’s material duties or material breach of internal procedures or regulations which causes damage to the Company. An executive officer may terminate his or her employment at any time with prior written notice.

We intend to enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2024, the Company paid an aggregate of US$343,788 in cash to its directors and executive officers. For the fiscal year ended December 31, 2024, the Company also paid an aggregate of US$48,060 as accommodations to its directors and executive officers.

Foreign Private Issuer Status

As a foreign private issuer, we will be exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers and will not be required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. We will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, our corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

Controlled Company

Following the completion of this Offering, our Chairman of the Board of Directors, Director, and Chief Executive Officer, Mr. Zhengang Tang, will beneficially own approximately     % of the aggregate voting power of our issued and outstanding share capital. Accordingly, Mr. Zhengang Tang will have the ability to determine all matters requiring approval by shareholders, including mergers, consolidations, the appointment of directors, and other significant corporate actions. See “Principal Shareholders.” As such, we will be deemed a “controlled company” under Nasdaq Marketplace Rules 5615(c). However, even if we are deemed a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Listing Rules. See “Risk Factors — Risks Relating to this Offering and the Trading Market — Our Chairman of the Board of Directors has substantial influence over our company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.”

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this Offering for:

•        each of our directors and named Executive Officers; and

•        each person known to us to own beneficially more than 5% of our Class A Ordinary Shares and Class B Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares or Class B Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this Offering is based on 16,500,000 Class A Ordinary Shares and 33,500,000 Class B Ordinary Shares issued and outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this Offering (assuming the underwriters’ over-allotment option is not exercised) is based on              Class A Ordinary Shares and              Class B Ordinary Shares issued and outstanding immediately after the completion of this Offering.

Information with respect to beneficial ownership has been furnished by each director, named officer, or beneficial owner of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to the securities. In computing the number of Class A Ordinary Shares beneficially owned by persons listed below and the percentage ownership of such persons, Class A Ordinary Shares underlying options, warrants, or convertible securities, including Class B Ordinary Shares held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

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Notes:

(1)      Unless otherwise indicated, the business address of each of the individuals is 630 Business Village Block B, Port Saeed Deira, Dubai, United Arab Emirate.

RELATED PARTY TRANSACTIONS

We currently do not have a policy on related party transactions but plan to adopt one following this Offering. Our balances with related parties consisted of the following:

(a)    Amounts due from related parties

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(i)      Amount due from Naseem and Wok represent interest-free loans provided by Ambitions to advance the Group’s business. These amounts are expected to be repaid by the first quarter of fiscal year 2026.

(ii)     Amounts due from Zhengang Tang, Jihong Chen, and Naixin Tang were staff advances for the Group’s business operation. Subsequently, the balance of Zhengang Tang, Jihong Chen, and Naixin Tang as of the date of this prospectus were fully collected or reimbursed.

(b)    Amounts due to related parties

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(iii)    Amount due to Express was purchasing automotive services from Express.

(C)    Related parties’ transaction