As filed with the Securities and Exchange Commission on February 8, 2024

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Green Circle Decarbonize Technology Limited

(Exact Name of Registrant as Specified in its Charter)

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong

(852) 2882 1222

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

telephone 1-800-221-0102

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

Copies to

Daniel Nauth

Nauth LPC

217 Queen St. W., #401

Toronto, ON M5V 0R2

Canada

Phone: 416.477.6031

Fax: 416.477.6032

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.

If any of the securities being registered on this Prospectus 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 Prospectus 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 Prospectus 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 Prospectus 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 statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “Accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

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

The Registrant hereby 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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

EXPLANATORY NOTE

Green Circle Decarbonize Technology Limited, the registrant whose name appears on the cover of this registration statement, is a holding company incorporated in the Cayman Islands.

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

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

Subject to Completion
Preliminary Prospectus Dated February 8, 2024

PROSPECTUS

2,000,000 Units

Each Unit Consists of One (1) Share and One (1) Warrant

Green Circle Decarbonize Technology Limited

This is the initial public offering (“Offering”) of 2,000,000 Units of Green Circle Decarbonize Technology Limited (the “Company”), with each Unit consisting of (i) one Share and (ii) one Warrant. Each Warrant entitles the holder thereof to purchase one Share at an exercise price of $4.00. Only whole Warrants are exercisable. Each Warrant will be immediately exercisable for a one-year period from the date of effectiveness of this registration statement.

Prior to this Offering, there has been no public market for our Units, Shares, or Warrants. We intend to apply for a listing on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “GCDT” for the Shares underlying the Units we are offering. We do not intend on applying for a listing for our Units or Warrants. We anticipate that the initial public offering price will be US$4.00 per Unit. The actual offering price per Unit will be determined by us and Spartan Capital Securities, LLC, a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) (the “Underwriter” or “Spartan”), at the time of pricing. The closing of this Offering is conditioned upon Nasdaq’s approval of our listing application. There can be no assurance that the Offering will be closed and our Shares will be trading on Nasdaq Capital Market.

The Underwriter may also exercise its option to purchase up to an additional 300,000 Units at the public offering price, less the underwriting discount, for forty-five (45) days after the date of this Prospectus.

We are, and will be, a “controlled company” as defined under Rule 5615(c)(1) of the Nasdaq Stock Market Rules as long as our majority shareholder and proposed chief executive officer and proposed executive director, Mr. Chan Kam Biu Richard (“Mr. Chan”) and his affiliates own and hold more than 50% of our outstanding Shares. See “Prospectus Summary — Implications of Being a Controlled Company”. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, under Rule 5615(c)(1) of the Nasdaq Stock Market Rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our remuneration and nominating and corporate governance committees might not consist entirely of independent directors upon closing of the Offering.

Investors are cautioned that you are buying Units comprised of Shares and Warrants in respect of Shares of a Cayman Islands holding company with operations conducted in Hong Kong by its subsidiary.

The Company is a holding company incorporated in the Cayman Islands with no material operations of its own. As a holding company with no material operations of its own, the Company conducts its operations in Hong Kong through its subsidiary, Boca International Limited, that is incorporated in Hong Kong (the “Operating Subsidiary”). The Units offered in this Offering are Units comprising of Shares and Warrants of Green Circle Decarbonize Technology Limited, the Cayman Islands holding company, instead of Units comprising shares and warrants of the Hong Kong Operating Subsidiary. Investors in this Offering will not directly hold equity interests in the Operating Subsidiary.

Investing in the Units involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying the Units.

Our Operating Subsidiary conducts its business in Hong Kong, a Special Administrative Region of the PRC, and some of the clients of the Operating Subsidiary are PRC companies that have shareholders or directors that are PRC individuals. As of the date of this Prospectus, we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. In addition, we do not expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, including, but not limited to the cybersecurity review and regulatory review of overseas listing through an offshore holding company. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard. Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

Additionally, although we own 100% equity interest in our Operating Subsidiary and currently do not have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in China, we are still subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong and having potential clients who are PRC companies that have shareholders or directors that are PRC individuals. We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission (“CSRC”), prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) (the “Draft Administrative Regulations”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively the “Draft Rules on Overseas Listing”, for public opinion.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines (collectively, the “Trial Measures”), which have become effective as at March 31, 2023. The Trial Measures require a PRC domestic enterprise seeking to issue and list its shares overseas to complete certain filing procedures and submit the relevant information to the CSRC. Should the Trial Measures be applicable to us, we may be subject to additional compliance requirements in the future. For more details, see “Risk Factors — Risks Related to Conducting Business in China — The Chinese government may choose to exert more supervision and control over securities offerings that are conducted overseas and/or foreign investment in issuers based in mainland China or Hong Kong. Such action could significantly or completely restrict our ability to offer securities to investors and cause the value of such securities to significantly decline.”

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions, which came into effect on March 31, 2023. The Confidentiality Provisions require that, among other things, (1) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (2) domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfil relevant procedures stipulated by applicable national regulations.

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company without material operations of our own, we conduct our business in Hong Kong through our Operating Subsidiary, Boca International Limited (“Boca International”). Further, our chief executive officer, chief financial officer and all members of the board of directors are not mainland China citizens and most of them are based in Hong Kong or outside mainland China and all of our revenues and profits are generated by our subsidiary in Hong Kong and we have not generated any revenues or profits in mainland China. Additionally, we do not intend to operate in mainland China in the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the CSRC under the Trial Measures or the Confidentiality Provisions.

Our management monitors the cash position of the entity within our organization regularly and prepares budgets on a monthly basis to ensure each entity has the necessary funds to fulfill its obligation for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our chief financial officer and subject to approval by our board of directors, we will provide funding to the subsidiary through loans or capital contributions. For the Company, incorporated in the Cayman Islands, to transfer cash to its subsidiary, is permitted under the laws of the Cayman Islands and its Memorandum and Articles of Association to act as an investment holding company. Accordingly, the Company may invest in its subsidiary by way of debt or equity contributions. As an investment holding company, the Company may rely on dividends and other equity distributions paid by its subsidiary for its cash and financing requirements. Besides, a Hong Kong company can only make a distribution out of profits available for distribution, as required by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and in accordance with its articles of association. Given that the Hong Kong subsidiary of the Company, namely Boca International, records an accumulated deficit as of the date of this Prospectus, it is unable to make any distributions to the Company. Furthermore, if the Company’s Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to the Company.

The Company has not made any dividends or distributions to U.S. investors as of the date of this Prospectus. The Company and its subsidiary do not have any plans to distribute earnings in the foreseeable future. No transfers, dividends, or distributions have been made between our Company and our subsidiary as of the date of this Prospectus.

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

Investing in the Units involves risks. See “Risk Factors” beginning on page 14 to read about certain factors you should carefully consider before deciding to invest in the Units.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act, or the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the Public Company Accounting Oversight Board, or the PCAOB, for three consecutive years, and this ultimately could result in our Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years, meaning the number of “non-inspection” years would be decreased from three to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

Pursuant to the HFCAA, the PCAOB issued a determination report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China; and (2) Hong Kong, a Special Administrative Region of the PRC, which determinations were vacated on December 15, 2022. In addition, the PCAOB’s report identified the specific registered public accounting firms which were subject to these determinations, which determinations were vacated on December 15, 2022. Our current registered public accounting firm, BF Borgers CPA PC (“BFB”), who audited our financial statements for the fiscal years ended March 31, 2022 and 2021, is not headquartered in mainland China or Hong Kong and was not identified in the PCAOB’s report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022. Notwithstanding the foregoing, if the PCAOB is not able to fully conduct inspections of our auditor’s work papers in China, investors may be deprived of the benefits of such inspection which could result in limitation or restriction of our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA. In addition, on August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as continuing to pursue ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA. See “Risk Factors—The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.”

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Underwriter expects to deliver the Units to purchasers on or about [*], 2024.

Sole Underwriter

Spartan Capital Securities, LLC

The date of this Prospectus is             , 2024.

Table of Contents

We, Spartan Capital Securities, LLC, a broker-dealer registered with the Commission and a member of FINRA, as sole underwriter (the “Underwriter”), have not authorized anyone to provide information different from that contained in this Prospectus, any amendment or supplement to this Prospectus or in any free writing prospectus prepared by us or on our behalf. We, the Underwriter, take no responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this Prospectus, any amendment or supplement to this Prospectus, and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this Prospectus nor the sale of our Units means that information contained in this Prospectus is correct after the date of this Prospectus. This Prospectus is not an offer to sell or the solicitation of an offer to buy the Units in any circumstances under which such offer or solicitation is unlawful.

For investors outside the United States: we, the Underwriter, have not 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 Units and the distribution of this Prospectus outside the United States.

The Underwriter is the sole FINRA member that has been, or will be, engaged to participate in connection with this Offering.

Special Note Regarding Forward-Looking Statements

In this Prospectus, we make forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to risks and uncertainties and include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Forward- looking statements include, but are not limited to, such matters as:

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance, or achievements to differ materially from the results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this Prospectus.

Prospectus Summary

This summary does not contain all of the information you should consider before investing in the Units. You should read this entire prospectus carefully, including the information incorporated by reference in this Prospectus, including, in particular, the section entitled “Risk Factors” in this Prospectus. Unless otherwise indicated, references to the “Company,” “we,” “us,” or “our,” or similar terms when used in a historical context refer to Green Circle Decarbonize Technology Limited, or any one or more of its subsidiaries or their predecessors, or to such entities collectively. All references to “Hong Kong” in this Prospectus refer to the Hong Kong Special Administrative Region of the People’s Republic of China. All references to “China” or the “PRC” in this Prospectus are to the People’s Republic of China. All references to the “United States,” “U.S.” or “US” refer to the United States of America. The term “US$” refers to the lawful currency of the United States. The terms “HK$” and “HKD” refer to the lawful currency of Hong Kong. The term “RMB” refers to the lawful currency of the PRC.

Our Mission

Our mission is to preserve the world through decarbonization technologies. As an advocate of decarbonization, we design, develop, and provide customized energy saving solutions that bring considerable economic benefits to our clients and reduce carbon emissions for a sustainable future.

As carbon emissions continue to build up in the atmosphere at historic levels, the theme of decarbonization has been gaining momentum on the international stage, and companies and governments are facing more pressure than ever to develop and execute a meaningful net-zero strategy, especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in 2015 and 2021, respectively. The Glasgow Climate Pact reaffirms the Paris Agreement Temperature Goal and urges each of the signing countries to take further actions to accelerate the development, deployment, and dissemination of technologies, and the adoption of policies, to transition towards low-emission energy systems.

It is specifically acknowledged in the Paris Agreement that climate change is a common concern of humankind, and accordingly the fight against climate change and the pursuit of decarbonization is not only an imperative agenda of governments or states, but also requires commitment and active participation and contribution by non-state actors such as businesses, financial institutions, educational institutions, and healthcare institutions. We have devised and have been consolidating our corporate mission to research, develop, strategize, and commercialize our decarbonization technology and products that not only bring considerable economic benefits to our clients, but also contribute to the global campaign of decarbonization and ultimately a more sustainable future.

Overview of Our Business

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company without material operations of our own, we conduct our business in Hong Kong through our Operating Subsidiary, Boca International Limited (“Boca International”).

We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services. Our proprietary technology is a phase change material (“PCM”) thermal energy storage (“TES”) technology. By applying material science and nanotechnology, we have successfully invented and manufactured our PCM which allows temporary storage of excess thermal energy for later use and thereby bridges the gap between energy availability and energy use (“BocaPCM-TES Technology”).

With our industry experience and professional expertise, we have put our BocaPCM-TES Technology into practice and invented our product – “BocaPCM-TES Panel” – a custom-made high-density polyethylene (“HDPE”) plastic encapsulated container fully filled with our PCM solution. Currently, we have developed more than 20 types of PCM, each of which has a unique phase change temperature and TES capacity to accommodate different temperature requirements in various PCM-TES applications. Based on the type of PCM solution filled into the HDPE plastic containers, we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from -86°C to +600°C to suit our clients’ needs. Accordingly, our BocaPCM-TES Panels can be utilized in many heating, ventilation, and air conditioning (“HVAC”) and refrigeration applications.

By utilizing our customized BocaPCM-TES Panels, we design, develop, and manufacture our phase change material thermal energy storage system (“BocaPCM-TES System”) and apply it on various central air conditioning systems (collectively, “Ultra-High Efficiency Boca Hybrid Power Chiller Plant”). Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is essentially an advanced cooling system that can be deployed in most existing and new buildings, and it is environmentally friendly with a long lifespan. Operating alongside with our self-developed fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can increase its efficiency by optimization control model that shifts the chiller plant’s cooling load from on-peak periods to off-peak periods through applying real-time electricity demand peak management, resulting in a lower running cost due to lower tariff rate charged during off-peak periods. Taking our HAECO Project as a reference, buildings installed with our Ultra-High Efficiency Boca Hybrid Power Chiller Plant are able to reduce at least 40% of electricity consumption during all running time, and approximately 50% to 70% of the running cost (depending on the local electricity tariff) when compared with conventional central air conditioning systems. As a result, our technology and products not only contribute to the global campaign of decarbonization by cutting carbon emissions directly, but also bring considerable economic benefits to our clients. For further details of our ability to reduce electricity consumption, see “Our Business — Our Projects and Achievements — Hong Kong projects — HAECO Project.”

To further our corporate mission and better grasp market opportunities, we continue to strive to develop environmental-friendly, efficient, and cost-saving technologies and solutions for the benefit of our clients and the world at large.

We generated revenue of approximately HK$6.9 million and HK$6.6 million for the years ended March 31, 2022 and 2023, and approximately HK$2.7 million and HK$2.1 million for the six months ended September 30, 2022 and 2023, respectively, from our provision of energy saving services and maintenance services, in particular the performance agreement with Hong Kong Aircraft Engineering Company Limited (“HAECO”) to install our Ultra-High Efficiency Boca Hybrid Power Chiller Plant to replace three pre-existing water-cooled chiller plants in the headquarters of HAECO in Hong Kong International Airport. See “Our Business — Our Projects and Achievements — Hong Kong projects — HAECO Project.” We intend to market and sell our products and services in Hong Kong, the PRC, the Republic of Korea, and the Middle East. In order to further promote our business, we have entered into agency agreements with five companies, which are located in Hong Kong, Shanghai, Guangdong Province, Korea, and Dubai respectively. Our agents have the right to sell and install all products relating to our BocaPCM-TES Technology in the specified territories. For further details of our revenue models and agency arrangement, see “Our Business – Sales and Marketing”.

During the same periods, we incurred a comprehensive loss of approximately HK$2.8 million and HK$4.5 million for the years ended March 31, 2022 and 2023, and approximately HK$2.8 million and HK$2.9 million for the six months ended September 30, 2022 and 2023, respectively. While the revenue generated by us in the six months ended September 30, 2023 decreased by approximately 22.2%, when compared with the six months ended September 30, 2022, the comprehensive loss for the year remained the same, it is primarily due to the decrease in administrative expenses of 16.1% from approximately HK$3 million for six months ended September 30, 2022 to approximately HK$2.5 million for six months ended September 30, 2023. For further discussion of our financial information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operating Results”.

Taking into account our comprehensive loss of approximately HK$2.9 million for the six months ended September 30, 2023, our cash and negative working capital as at September 30, 2023, and the uncertainties in our profitability and financing abilities, our auditor, BF Borgers CPA PC, had raised significant doubt about our ability to continue as a going concern. We plan to maintain our project with HAECO that generates stable cashflow while focusing our resources on expanding our business into other geographical territories and exploring into other business segments related to PCM technologies. To improve our liquidity position, we plan to raise capital via Public Offering and debt financing to meet our capital requirements when necessary.

Our Competitive Strengths

Research has shown that PCM-TES application has the potential to be a cost-effective and sustainable energy saving solution. We believe our business has the following strengths which distinguish us from our competitors and position us to capitalize on the expected continued growth in the energy saving market:

For further details of our competitive strengths, refer to “Our Business – Competitive Strengths”.

Our Strategy

Since our founding in 1992, we have been on a mission to cut carbon emissions globally with environmentally friendly solutions that improve the way in which the world uses energy. Key elements of our strategy include:

History and Corporate Structure

We commenced our business operations in 1992 and established Boca International. Since then, we have invested substantial resources in technological advancements, particularly our research and development in PCM and the ancillary technologies for enhancing its commercial applicability.

We have been conducting research and experiments in the physical characteristics and chemical compositions of various PCMs. In 1992, one of our most important PCMs was invented. It undergoes phase change (solidification) at +8°C, which is the optimum temperature for its application in air conditioning systems.

In 2003, we developed the first-generation BocaPCM solution encapsulation in the form of a stainless-steel ball for improving its durability and the heat transfer efficiency of our PCM. Subsequently, in 2007, with the technological advancement in material science, we switched to HDPE panels in our second-generation encapsulations which significantly lowered the costs and brought our technology one step closer to commercialization. In 2013, we further improved the design of our HDPE panels by applying ultrasonic welding technology to enhance its heat transfer rate. HDPE panels are used in the production of our existing BocaPCM-TES Panel, which forms an important part of our BocaPCM-TES System.

In 2015, we developed a fully automatic control software for our Ultra-High Efficiency Boca Hybrid Power Chiller Plant which significantly increases its energy saving performance and operation efficiency. Going forward, one of our research and development goals is to upgrade our current fully automatic control system to an artificial intelligence system.

In 2015, Boca International, wholly owned by Chan Kam Biu Richard was acquired by Richly Conqueror Limited. In 2016, Boca International was acquired by SGOCO International (HK) Limited, a SGOCO Group Limited’s (“SGOCO”, currently known as Troops, Inc., NASDAQ: TROO) subsidiary incorporated in Hong Kong, from Richly Conqueror Limited for the total consideration of $52 million in the form of cash, plus 3.4 million new shares in SGOCO Group Limited. In June 2018, SGOCO transferred 48.9% interest in Boca International to an independent third party as part of the consideration to acquire the entire issued share capital of a limited company. In August 2018, the independent third party sold its 48.9% interest to Green Circle Limited. On August 26, 2020, Chan Kam Biu Richard acquired the entire share capital of Green Circle Limited from an independent third party who Chan Kam Biu Richard personally knows. On September 10, 2020, SGOCO disposed of the remaining 51.1% interest in Boca International to an independent third party. On September 21, 2020, the independent third party sold its 51.1% interest to Joyful Star Limited. On September 22, 2020, Chan Kam Biu Richard acquired the entire share capital of Joyful Star Limited from an independent third party who Chan Kam Biu Richard personally knows. On September 24, 2020, Green Circle Limited sold its 48.9% interest to Joyful Star Limited. Thus, the entire issued share capital of Boca International was transferred to Joyful Star Limited in September 2020. In particular, the 51.1% interest in Boca International was transferred to Joyful Star Limited for a consideration of HK$94 from the independent third party and the remaining 48.9% interest in Boca International was transferred to Joyful Star Limited for a consideration of HK$90.

In 2020, Wong C Ching and Ma Chi Heng provided an aggregate loan of HK$5,000,000 (HK$4,010,000 and HK$990,000 respectively) to Boca International. Of this, HK$4,600,000 was capitalized on December 10, 2021. In consideration for the outstanding balance of this loan, Wong Tan Suen, on behalf of Wong C Ching, and Ma Chi Heng have received approximately 6.00% or 600,000 Shares in aggregate and approximately 3.60% or 360,000 Shares and approximately 2.40% or 240,000 Shares respectively, of the 10,000,000 issued Shares in Green Circle as of the date of filing; (i) approximately 5.00% in aggregate of the total 12,000,000 issued Shares (assuming no exercise of the over-allotment option or Warrant) or approximately 3.00% and 2.00% individually (held by Wong Tan Suen, on behalf of Wong C Ching, and Ma Chi Heng, respectively); (ii) approximately 4.88% in aggregate of the total 12,300,000 issued Shares (assuming full exercise of the over-allotment option but not the Warrant) or approximately 2.93% and 1.95% individually (held by Wong Tan Suen, on behalf of Wong C Ching, and Ma Chi Heng, respectively) after the completion of the Offering; (iii) approximately 4.28% in aggregate of the total 14,000,000 issued Shares (assuming full exercise of the Warrant but not the over-allotment option) or approximately 2.57% and 1.71% individually (held by Wong Tan Suen, on behalf of Wong C Ching, and Ma Chi Heng, respectively) after the completion of the Offering and (iv) approximately 4.20% in aggregate of the total 14,300,000 issued Shares (assuming full exercise of the Warrant and the over-allotment option) or approximately 2.52% and 1.68% individually (held by Wong Tan Suen, on behalf of Wong C Ching, and Ma Chi Heng, respectively) after the completion of the Offering. The Security Ownership of Management and Certain Shareholders section of this registration statement accounts for these share issuances. The two individuals – Wong Tan Suen and Ma Chi Heng - will be locked-up for a period of 183 days after the Offering.

During a reorganization in 2022, we established our current offshore holding structure. Specifically, we established Green Circle Decarbonize Technology Limited, or “Green Circle”, in the Cayman Islands on February 15, 2022 as a limited liability corporation under the laws of the Cayman Islands. After the completion of the reorganization in 2022, Green Circle became the offshore holding company and has held our subsidiary directly since then. The chart below summarizes our corporate structure and identifies the principal subsidiary as of the date of this Prospectus:

PRC Regulatory Permission

As of the date of this Prospectus, we and our Hong Kong subsidiary, (i) are not required to obtain permission from any PRC authorities to offer or issue the Units to foreign investors; (ii) are not subject to permission requirements from the CSRC, CAC or any other PRC regulatory authorities that is required to approve our business operations; and (iii) have not received or been denied such permissions by any PRC authorities. However, given the current PRC regulatory environment, it is uncertain when and whether we or our Hong Kong subsidiary, will be required to obtain permission from the PRC government to list in the U.S. in the future, and even when such permission is obtained, whether it will be denied or rescinded.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) (the “Draft Administrative Regulations”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively the “Draft Rules on Overseas Listing”, for public opinion.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines (collectively, the “Trial Measures”), which have become effective as at March 31, 2023. The Trial Measures require a PRC domestic enterprise seeking to issue and list its shares overseas to complete certain filing procedures and submit the relevant information to the CSRC, failing which the said domestic enterprise may be fined between RMB 1 million and RMB 10 million. According to the Notice on the Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by the CSRC on the same day, if an intended issuer fails to obtain the SEC’s Notice of Effectiveness before March 31, 2023 and complete the issuance and listing before September 30, 2023, the said issuer will need to complete the filing procedures with the CSRC before its listing on U.S. exchanges. Should the Trial Measures be applicable to us, we may be subject to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures as required on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Units, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Units to significantly decline in value or become worthless.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions, which came into effect on March 31, 2023. The Confidentiality Provisions require that, among other things, (1) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (2) domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfil relevant procedures stipulated by applicable national regulations.

We have been closely monitoring regulatory developments in the PRC regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this Offering. As of the date of this Prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to this Offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation, and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. For more details, see “Risk Factors — Risks Related to Conducting Business in China — The Chinese government may choose to exert more supervision and control over securities offerings that are conducted overseas and/or foreign investment in issuers based in Mainland China or Hong Kong. Such action could significantly or completely restrict our ability to offer securities to investors and cause the value of such securities to significantly decline.”

Transfer of Cash Through our Operation

Green Circle Decarbonize Technology Limited (“Green Circle”) is a holding company with no operations of its own. We conduct our business operations in Hong Kong primarily through our Hong Kong subsidiary, Boca International Limited (“Boca International”). Green Circle is permitted under the laws of the Cayman Islands and its Memorandum and Articles of Association, to act as an investment holding company. As an investment holding company, Green Circle may invest in its subsidiary by way of debt or equity contributions and may rely on dividends and other distributions on equity paid by its subsidiary for its cash and financing requirements.

Currently, all of our business operations are conducted in Hong Kong through our Operating Subsidiary, Boca International. We maintain our bank accounts and balances primarily in licensed banks in Hong Kong. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution, i.e., its accumulated, realized profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong with respect to dividends paid by us. Under the relevant laws of Hong Kong, there are no significant restrictions on foreign exchange or our ability to transfer cash between our Company and our Operating Subsidiary in Hong Kong. Boca International is permitted to provide funding to Green Circle through dividend distributions.

As of the date of this Prospectus, no transfers, dividends, or distributions have been made between our Company and our Operating Subsidiary. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. We currently do not have any dividend policy. If our subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us.

Currently, we do not have any operation in the PRC and we do not intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in the mainland China. Therefore, the PRC laws and regulations do not have any material impact on transfer of cash between our Company and our subsidiary in Hong Kong, across borders, or to U.S. investors. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong due to any restriction that may be imposed by the PRC government on our ability or our subsidiary’s ability to transfer cash, distribute earnings or pay dividends. If such restrictions are imposed in the future, our business, financial conditions, and results of operation could be adversely affected and such measures could materially decrease the value of our Shares, potentially rendering it worthless.

Summary of Significant Risk Factors

Our business and our Offering are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operation, cash flows, and prospects that you should consider before making a decision to invest in the Units. These risks are discussed more fully in the section titled “Risk Factors” beginning on page 14 of this Prospectus. These risks include, but are not limited to, the following:

Risks Related to Our Business and Industry

For a detailed description of the risks above, please refer to pages 14 – 21.

Risks Related to Conducting Business in the PRC

For a detailed description of the risks above, please refer to pages 21-25.

Risks Related to our Securities

For a detailed description of the risks above, please refer to pages 25-28.

Corporate Information

One principal executive office is located at Unit 1809, Prosperity Place, 6 Shing Yip St., Kwun Tong, Kowloon, Hong Kong and our phone number is +852 2882 1222. We maintain a corporate website at https://pcm-tes.com/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

Implications of Our Being an “Emerging Growth Company”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in our Units less attractive.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has irrevocably 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.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this Offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

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

Implications of Being a Controlled Company

Upon the completion of this Offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because we expect that our proposed chief executive officer and proposed executive director, Mr. Chan will hold (i) approximately 44.48% (assuming full exercise of the Warrant and the over-allotment option); (ii) approximately 45.43% (assuming exercise of the Warrant but not over-allotment option); (iii) approximately 51.71% (assuming exercise of the over-allotment option but not the Warrant); and (iv) approximately 53.00% (assuming no exercise of the over-allotment option or Warrant) of our total issued and outstanding Shares, i.e., he will own a majority of our total issued and outstanding Shares and will be able to exercise approximately 44.48% (assuming full exercise of the Warrant and the over-allotment option) to approximately 53% (assuming no exercise of the over-allotment option or Warrant) of the total voting power of our issued and outstanding share capital. For so long as we remain a “controlled company,” we are permitted to elect to rely, and may so rely, on certain exemptions from corporate governance rules, including:

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

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules, we could elect to rely on it in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our remuneration and nominating and corporate governance committees might not consist entirely of independent directors upon the completion of this Offering. Our status as a “controlled company” could cause our Units to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please refer to the paragraph titled “Risk Factors – Risks Related To Our Business and Industry – Our controlling shareholder has control over our corporate matters.”

The Offering

EXCHANGE RATE INFORMATION

The Company is a holding company with operations conducted in Hong Kong through its key operating Subsidiary in Hong Kong, Boca International Limited and its reporting currency is in Hong Kong dollars. Translations of amounts from HK$ into US$ are solely for the convenience of the reader and were calculated at the rate of US$1 = HK$7.8, representing the noon buying rate in The City of New York for cable transfers of HK$ as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of September 30, 2023. No representation is made that the HK$ amount represents or could have been, or could be converted, realized, or settled into US$ at that rate, or at any other rate.

Risk Factors

This offering (this “Offering”) and an investment in the Units involve risks and uncertainties. You should consider carefully the risks described below, as well as all other information contained or incorporated by reference in this Prospectus, before you decide to invest in the Units. Additional risks and uncertainties of which we are not presently aware or currently deem immaterial could also affect our business, financial condition, and results of operations. If any of these risks and uncertainties actually occurs, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of the Shares underlying the Units would likely decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry

Our expansion plan may not be successfully implemented or achieve the intended economic results or business objectives.

We believe that our future success depends in part on our ability to enhance our production capabilities. Therefore, we intend to invest a substantial portion of our net proceeds and our internal resources to the enhancement of our production capacity. This would include increasing our production utilization rate, improving our production efficiency, acquiring new equipment and upgrading our existing equipment, and acquiring production facilities in addition to improving our existing production processes. In order to meet the growing demand for our products and our energy saving solutions, as well as to deliver high quality products at a competitive cost level, we plan to utilize 46.8% of the net proceeds from this Offering for expanding the production capacity of our production base for phase change material (“PCM”) by the construction of a factory and the acquisition of production machineries.

Notwithstanding the foregoing, the implementation of our expansion plans may be affected by the following risks: (i) the demand for our PCM products or our energy saving solutions may not grow at all or in line with the expansion in our production capacity; (ii) our direct labor costs, subcontracting costs, and costs for raw materials may fluctuate significantly due to general market conditions which are beyond our control; (iii) we may fail to attract or retain experienced and suitable personnel to carry out our business plans; and (iv) the construction of new production facilities may encounter unforeseeable problems such as natural disasters, the failure to obtain required government approvals, and legal or regulatory impediments imposed by local governments.

There is no assurance that we will realize our expansion plans in the manner or time we expect, or at all, or that such plans will prove effective. In the event that we fail to accomplish our expansion plans in a timely manner, or at all, we may not be able to achieve our planned future business growth, which in turn may materially and adversely affect our operating results. Furthermore, our future expansion plans may involve significant capital expenditures, which may not be recoverable or may not result in significant revenue growth. Our business, operating results, and financial position may be materially and adversely affected if our business objectives and expansion plan are not achieved.

We are subject to concentration risk because a significant portion of our revenue was derived from one customer.

For the years ended March 31, 2022 and 2023 and September 30, 2023, our major customer, HAECO, contributed to approximately 99.6%, 85.6% and 100% of our revenue, respectively, save from above disclosure, there is no other single customer that contributed more than 10% of our total revenue for the years ended March 31, 2022 and 2023 and September 30, 2023. Our other customers in the relevant year included biotechnology product distributor and consultancy, hotel group, and chemical company, who contributed to a relatively small portion of our revenue in the business segments of maintenance services and sales of materials. Generally, a high concentration of revenue from one customer means that the loss of business from them may have a significant negative impact on our business and financial positions. Even though we have entered into an agreement with HAECO for a period of ten years, our business and results of operations could be adversely affected if it terminates the agreement, whether for convenience, for default in the event of a breach by us, or for other reasons specified in the agreement.

We rely heavily on a limited number of external suppliers of raw materials in order to produce PCM.

Our production of PCM is dependent on a limited number of external suppliers for the supply of various raw materials, such as chemicals and nanomaterials. Nanomaterials are one of the major components involved in the production of PCM and must be manufactured to a high standard in order to be suitable for our use. Although we are continually seeking additional suppliers of nanomaterials that meet our high standards, we currently depend on just one supplier based in Germany. Currently, no long-term agreement has been entered into between us and the German supplier and all transactions thus far between the parties have been conducted on an order-by-order basis in the form of purchase orders. Should our demand for nanomaterials see a significant increase, we will consider entering into long-term or framework agreements with the said German supplier. In light of the foregoing, although we have established stable relationships with our current suppliers, we cannot guarantee that we will be able to obtain nanomaterials in sufficient amounts and/or on a timely basis in the future. If our suppliers fail to satisfy our orders for raw materials, including nanomaterials, and we are unable to identify and negotiate satisfactory commercial terms with alternative suppliers, our production of PCM may be seriously disrupted. As a result, our business, operating results, and financial position could be materially and adversely affected.

We rely on our suppliers to provide certain essential machinery and equipment for our customized energy saving system.

Our customized energy saving system comprises a range of machinery and equipment. Except for PCM, which we manufacture in-house, we procure all other machinery and equipment, such as refrigeration units, chillers, water pumps, and cooling towers from our suppliers. For example, in addition to our BocaPCM-TES System and fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is mainly comprised of cooling towers and refrigeration units, which are manufactured by our suppliers. Additionally, since our customized energy saving system is individually tailored to each customer’s needs, adjustment to the specifications of the relevant machinery and equipment may be necessary from time to time. We cannot guarantee that our suppliers will be able to comply with our requests for such adjustments.

To ensure the satisfactory performance of our customized energy saving system, we engage a limited number of suppliers that reliably deliver essential machinery and equipment that meet our standards. If our suppliers are unable to provide us with such machinery and equipment in a timely fashion, or at all, our ability to deliver our customized energy saving system could be impaired, which, in turn, could have a material adverse effect on our business, results of operations, and financial position. Moreover, since we generally do not enter into long-term contracts with our machinery and equipment suppliers, if we fail to develop stable relationships or negotiate new arrangements on acceptable terms with such suppliers, we may face uncertainties when designing our customized energy saving system for our customers and we may be unable to accurately estimate the costs involved. Accordingly, our business, operating results, and financial position could be materially and adversely affected.

We rely on our sub-contractors to install our customized energy saving system at our customers’ designated sites.

We engage sub-contractors for the installation of our customized energy saving system at our customers’ designated sites.

We cannot provide assurance that the quality of services rendered by our sub-contractors will meet our standards or the standards of our customers, or that we will be able to supervise our sub-contractors’ work as directly and efficiently as we supervise our own employees. Therefore, we are subject to non-performance, late performance, or sub-standard performance by our sub-contractors. Since we remain accountable to our customers for the performance and quality of our subcontractors’ work, we may incur additional costs or be subject to contractual liability for our sub-contractors’ unsatisfactory performance. Moreover, there is no assurance that we will always be able to secure services from suitable sub-contractors or negotiate acceptable fees and terms of services with them. In such event, we may face delay or disruption to our installation schedule. The realization of any of the aforementioned risks could materially and adversely affect our business, operating results, and financial position.

We may suffer from unexpected disruptions to our research and development, production of PCM, and provision of energy saving services as our laboratory equipment, production facilities and customized energy saving system may fail to perform as we expected.

Our research and development, production of PCM and provision of energy saving services are dependent on the uninterrupted operation of our laboratory equipment, production facilities and customized energy saving system, respectively. We use specially designed equipment to study and explore the physical characteristics of different formulations of PCM, prepare raw materials, and produce PCM by combining various raw materials in accordance with our unique formulas. Therefore, our research, development and production of PCM depends on the suitable condition, specification and configuration of our laboratory equipment and production facilities. Additionally, since the revenue generated from our provision of energy saving services is performance-based, it is of paramount importance that our customized energy saving system delivers cost savings to our customers, which requires that it operates continuously and performs to a high standard.

Finally, our machinery and equipment may fail to perform as expected due to wear and tear or latent defect, and our production is subject to interruption due to fire, labor strikes, natural disasters and non-compliance with applicable laws and regulations. Some of these operational risks are beyond our control. If any such risk materializes and we are unable to remedy its effects in a timely and proper manner, our business, operating results, and financial position could be materially and adversely affected.

The outbreak of COVID-19 affected, and may continue to affect, our business operation.

An outbreak of respiratory illness caused by the novel coronavirus (“COVID-19”) first emerged in December 2019. The World Health Organization declared the outbreak of COVID-19 a Public Health Emergency of International Concern on January 30, 2020 and subsequently a pandemic on March 11, 2020. Since December 2019, the outbreak of COVID-19 has materially and adversely affected the global economy. With a view to containing the spread of COVID-19, various governments have implemented strict measures, including travel restrictions, quarantines, social distancing, remote work policies, and even temporary suspension of businesses.

During the COVID-19 pandemic, there has been limited access to international shipping services and a disruption in the shipping schedules. We rely heavily on international shipping and travel to deliver our products and services to our customers. We ship PCM and other required equipment to our overseas customers while our staff travel to their sites to provide technical assistance. Disruption to international shipping and travel has had, and may continue to have, a material adverse impact on delivering our products and services to our overseas customers.

In view of the stringent quarantine measures caused by the COVID-19 outbreak in 2019, we have strengthened our relationship with overseas agents and have relied on them to promote our business in other countries/regions. They are able to hold in person meetings with foreign customers and attend site visits on our behalf. However, as we provide tailor-made energy saving solutions with a technology relatively new to the market, the potential customers that our agents identify, may still want to have a face-to-face meeting with us. As of March 31, 2022, at least five potential customers in Mainland China, Southeast Asia, and the Middle East requested in person meetings with our technical staff before agreeing to enter into contracts.

Although the travel restrictions and/or quarantine measures in most of the countries/regions have been lifted, the extent to which the COVID-19 pandemic continues to impact our business and operations will depend on its future developments around the world and the different policies adopted by the governments, many of which are uncertain and beyond our control, and we cannot guarantee that we will be able to respond effectively to such developments. As a result, the COVID-19 pandemic may continue to materially and adversely affect our business, operating results, and financial performance.

A sustained reduction in our customers’ use of air conditioning during the COVID-19 pandemic may negatively affect our profitability.

Our customers and end-users of our energy saving solutions include universities, infrastructure operators, governmental organizations, and industrial and commercial property owners, many of whom have experienced and may in the future experience a reduction in the use of air-conditioning as governments advise residents to avoid attending public places and encourage employers to adopt remote work policies. Any reduction in the use of air-conditioning by our customers would decrease revenue generated from our performance-based contracts. A sustained reduction in the use of air-conditioning may therefore materially and adversely affect our business, operating results, and financial position.

Our business relies on debt financing to settle upfront costs in relation to our performance-based contracts.

Given the recent application of PCM in our energy saving solution, as well as our size and scale of operation, we strategically enter into performance-based contracts with our energy saving solution customers, under which these customers pay no upfront costs for the procurement of machinery or installation of our customized energy saving systems. Instead, the customers pay a portion of any subsequent energy cost savings during the term of the energy performance contracts. As a result, we bear significant costs during the initial stage of each performance-based contract. To date, we have relied on debt financing to satisfy our capital requirements. However, there is no assurance that we will continue to obtain sufficient financing for our future performance-based contracts, particularly if this business segment continues to expand. If we fail to secure sufficient financing on favorable terms or maintain reliable financing channels, we may not be able to sustain our current business model, which could materially and adversely affect our business, operating results, and financial position.

Additionally, we rely on our customers’ ability to make regular payments during the term of each performance-based contract in order to repay the loan we secured to finance the implementation of our energy saving solution. If our customers default on their payments under such contracts or become insolvent, we may be unable to repay the loan. Our failure to repay our creditors may also damage our credit rating and thus our ability to secure additional financing for future operations. As a result of the occurrence of any of the foregoing, our business, operating results, and financial position could be materially and adversely affected.

We do not own our office and production site.

We lease both our office and our production site. Both the tenancy of our headquarters and our factory will expire in December 2025. We may not be able to negotiate extensions of these leases and may therefore be forced to move our office or production site to a different location, or our rent may increase. We may also incur additional costs if we are forced to relocate from our current premises, including, but not limited to, logistical expenses such as reinstallation costs for relocating our machinery and equipment. Additionally, if we fail to secure suitable new locations after the expiration of our leases, we may be forced to pause our operations until suitable alternatives are found. Any of the foregoing risks could, if realized, materially and adversely affect our business, operating results, and financial position.

We rely on local agents to capture overseas business opportunities.

In light of growing awareness of greenhouse gas emissions being a major contributor to climate change, as evidenced by the commitments of over 190 countries under the Paris Agreement to reduce greenhouse gas emissions, we intend to expand our business and deliver our energy saving solution to customers globally. See “Our Business – Our Mission – Paris Agreement”.

However, as we lack the experience in local industrial practices and established business networks in certain overseas markets, it is difficult and costly for us to identify and contact potential customers in these markets directly. Therefore, we typically engage local agents with experience, knowledge, and business networks to assist us in marketing and selling our products and services. To manage our network of local agents, we usually enter into two-year agency agreements. Under such agreements, our local agents are granted the right to market, distribute, and install our products within the specified market at an agreed price which is subject to our regular review. Accordingly, our success in overseas markets depends on our ability to effectively manage our local agents through our contractual arrangements relating to, among other things, geographical and product exclusivity, pricing and payment terms, and protection of intellectual property rights.

If any of our local agents fail to comply with the terms of our agency agreements, or if we are unable to effectively oversee the compliance of our agents with our agency agreements, the sales and marketing network for our products and services may be disrupted. Moreover, since we rely heavily on our local agents to explore overseas markets and promote our products and services, our business, operating results, and financial position could be materially and adversely affected if such agents fail to secure new business opportunities or fail to maintain relationships with our existing customers. Furthermore, considering the importance of our network of local agents to our business, failure to retain our existing local agents or recruit additional local agents could have a material and adverse effect on our business, operating results, and financial position.

Our management personnel lack experience in managing a public company.

Although we market and sell our products and services worldwide, we are a small Hong Kong-based energy saving solutions provider and our management personnel lack experience in managing a public company. As we continually seek new hires with relevant experience and expertise to join our management personnel, we expect to rely on our existing management personnel to oversee the day-to-day operation of our business. Our existing management personnel may be unable to undertake further responsibilities as we grow. A transitional period may be required for our management personnel to adapt to their new duties, which may result in a temporary disruption to our day-to-day business operation. The occurrence of any of these developments could materially and adversely affect our business, operating results, and financial position.

A substantial portion of our revenue depends on the quality and efficiency of our maintenance and technical support.

We strive to deliver high quality and efficient maintenance and technical support to our customers in order to ensure customer satisfaction and, with respect to our energy performance-based contract, to maximize energy savings and increase revenue. However, provision of high quality and efficient maintenance services and technical support is subject to risks that are beyond our control, including, for example, the severity of the issues encountered by our customers and the availability of requisite parts and labor. If we cannot resolve maintenance or technical issues in a timely manner or if our maintenance or technical support is ineffective or fails to meet our customers’ expectations, our customer relationships and energy saving systems could be impaired, materially and adversely affecting our business, operating results, and financial position.

Our existing insurance coverage may not provide adequate protection from losses.

In accordance with industry practice, we maintain certain insurance policies which protect our property, including our machinery and equipment, from loss. Nevertheless, we are unable to guarantee that our current insurance policies are sufficient to cover all risks associated with our operations, office, or production facility. Similarly, we cannot guarantee that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any losses that are not covered by our insurance policies, or the compensated amount is significantly less than our actual losses, our business, operating results, and financial position could be materially and adversely affected.

We may breach our obligations under our performance-based contracts and our energy saving solutions may fail to produce anticipated energy savings.

We enter into performance-based contracts with certain of our energy saving solutions customers, under which our income varies depending on such customers’ energy savings. If our energy saving solutions fail to operate efficiently or otherwise perform as expected, we will be unable to maximize our income under our performance-based contracts. In addition, if we breach our obligations under such contracts, we may be liable for customer losses or damages caused by such breach. Furthermore, any failure on our part to perform our contractual obligations could harm our reputation in the industry and hinder our ability to secure future contracts. Accordingly, our business, operating results, and financial position could be materially and adversely affected.

We depend on, and may have difficulty acquiring and retaining, key management and other personnel.

The PCM-TES industry is competitive and subject to rapid technological, social, and regulatory changes, requiring us to possess significant intellectual capital in order to succeed. We depend on the continued service of our key management personnel and other key employees, in particular our founding shareholder, proposed chief executive officer and proposed executive director, Mr. Chan. Mr. Chan oversees our general business operations and administration, including with respect to research and development, sales and marketing, customer relations, product design, plant construction, PCM production, quality control, and maintenance and technical support. We also rely on Mr. Chan’s authorization to use certain intellectual property rights, including our trademark and domain name. Therefore, Mr. Chan is crucial to the success and continuous growth of our business. If we lose any key management personnel or any other key employee, in particular, Mr. Chan, we may fail to locate a suitable replacement, and we may incur significant time costs as well as expenses recruiting and training a replacement.

Additionally, in order to maintain our business growth, we must identify, attract, hire, develop, motivate, and retain highly-skilled employees, which requires significant time and expense, particularly as competition for such employees in our industry is intense. We may make significant investments to attract and retain new employees but fail to realize returns on these investments. Additionally, changes to our management structure may disrupt our business operations, particularly if our management personnel, including any new hires, fail to work together effectively and to execute our business plans in a timely manner. If any of our plans to hire or retain key management and employees fail to be successfully implemented or to achieve the intended results, our business operations, future development, and financial conditions could suffer a material and adverse impact. The occurrence of any of the foregoing could materially and adversely affect our business, operating results, and financial position.

The PCM-TES industry is competitive and subject to change, and our competitors may have superior financial and technical resources.

Our leading PCM technology and its application in energy saving products to enhance efficiency distinguish us from our competitors. However, our competitors may develop technologies that achieve similar or superior energy savings. Additionally, our competitors may have superior financial and technical resources to devote to research and development, marketing and sales, and maintenance and technical support. Our future success depends on our ability to respond rapidly to evolving technologies, adapt our products and services to changing industry standards and government regulations, and improve the performance and reliability of our products and services. If we fail to achieve any of the foregoing, our products and services may become less attractive to existing and potential customers, which could materially and adversely affect our business, operating results, and financial position.

We may be involved in disputes or legal and other proceedings.

We may be involved in disputes or legal and other proceedings with our customers, suppliers, and sub-contractors. These disputes may lead to litigation or other dispute resolution proceedings, resulting in substantial costs as well as delays in our development and production schedules, and a diversion of resources and management’s attention, regardless of the outcome. We may also have disagreements with regulatory authorities, which may subject us to administrative proceedings and unfavorable decisions that result in penalties or delay or disrupt the development and operations of our facilities. Such litigation, dispute resolution proceedings, and administrative proceedings may materially and adversely affect our business, operating results, and financial position.

We may fail to protect our intellectual property rights.

We rely on a combination of patents, trademarks, and domain names to operate and promote our business. As of the date of this Prospectus, Mr. Chan owns one registered trademark in Hong Kong and one domain name. Mr. Chan has granted us a license to use this trademark and domain name. Moreover, we have applied for patent registration of our Ultra-High Efficiency Boca Hybrid Power Chiller Plant in the United States and the PRC, and we rely on the relevant laws and regulations in Hong Kong, the United States, and the PRC to protect our intellectual property rights. See “Our Business – Intellectual Property”.

Although our intellectual property rights are protected by relevant laws and regulations, policing unauthorized use of intellectual property may be difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope, and validity of our proprietary rights or the proprietary rights of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs, which may or may not be recoverable, in part or in full, and harm our business and financial position. Additionally, any infringement of our intellectual property rights associated with our Ultra-High Efficiency Boca Hybrid Power Chiller Plant or other infringement of our intellectual property rights could negatively affect our competitive advantages. If our products and services become less competitive, we may experience a significant loss of income, which could materially and adversely affect our business, operating results, and financial position.

Fluctuation in exchange rates could have a material adverse effect on our results of operations and the price of the Shares underlying our Units.

Our operating subsidiary is based in Hong Kong and maintains its books and records in its local currency, HK$, which is its functional currency, and our reporting currency is also in HK$. Going forward, it is anticipated that a substantial part of our revenues and expenditures will be denominated in foreign currencies, such as U.S. dollars, Euro, Pound sterling, and RMB if we successfully expand our business worldwide. As a result, fluctuations in the exchange rates between HK$ and foreign currencies may affect our relative purchasing power in foreign currencies. Such exchange rate fluctuations and any re-measurement in relation to our consolidated financial statements arising therefrom could reduce our profits and show a skewed translated value of our net assets when reported in HK$. This change in value could materially and adversely impact our business, operating results, and financial position.

We depend on governments to incentivize the development and implementation of energy-saving technologies.

Over 190 countries have signed the Paris Agreement, committing themselves to reducing greenhouse gas emissions, a significant contributor to climate change. In order to satisfy such commitments, many signatories have created incentives for businesses engaged in developing and implementing energy-saving technologies. For example, on January 1, 2018, the Hong Kong government introduced the voluntary Energy Efficiency Registration Scheme for Buildings (the “EERSB”) which serves to encourage building owners to outperform the statutory minimum requirements under the Buildings Energy Efficiency Ordinance (Chapter 610 of the Laws of Hong Kong). All new and existing buildings or premises may apply for joining the EERSB provided that they (i) outperform the statutory minimum requirements on energy performance; and (ii) obtain certificates of good building energy performance through the BEAM Plus Assessment System managed by the Hong Kong Green Building Council or other internationally recognized building environmental assessment systems. The capital expenditure incurred on the construction of energy efficient building installations (including lighting, air-conditioning, and lift and escalator installations) registered under the EERSB may be eligible for accelerated tax deduction. Our business depends on such incentives in order to stimulate demand for our customized energy saving solutions. However, we cannot guarantee that we will continue to benefit from such incentives, as they may be amended or abolished, in which case our business, operating results, and financial position could be materially and adversely affected.

The market acceptance of energy saving solutions services is not certain.

Our customized energy saving solutions comprises PCM and other technologies that may be unfamiliar to potential customers. In order to promote market awareness and acceptance of such technologies, we regularly engage in presentations and seminars. However, we are unable to guarantee that our energy-saving products and services will be widely accepted by market stakeholders. Failure to achieve market acceptance may prevent us from attracting additional customers and expanding our business, which could materially and adversely affect our business, operating results, and financial position.

Our controlling shareholder has control over our corporate matters.

Mr. Chan beneficially owns and controls 6,360,000 Shares that correspond to 63.60% on a pre-Offering basis and (i) approximately 44.48% (assuming full exercise of the Warrant and the over-allotment option); (ii) approximately 45.43% (assuming exercise of the Warrant but not over-allotment option); (iii) approximately 51.71% (assuming exercise of the over-allotment option but not the Warrant); and (iv) approximately 53.00% (assuming no exercise of the over-allotment option or Warrant) of our total issued and outstanding Shares on a post-Offering basis of our issued and outstanding Shares. Mr. Chan will hold control over corporate matters requiring shareholder approval and will independently control the operations of the Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our controlling shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our controlling shareholder has control over our corporate matters, his interests may differ from the interests of our company as a whole. The shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

We might need to raise additional capital in the future to fund our existing commercial operations, develop and commercialize new products and technologies and expand our operations.

Based on cash flow projections for operating activities and available loan facilities, we believe that we have sufficient funds for sustainable operations and will be able to meet our payment obligations from operations and debt related commitments for the next twelve months from the date of the prospectus. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” This estimate is based on assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. If our available cash balances, borrowing capacity, anticipated cash flow from operations and net proceeds from this offering are insufficient to satisfy our liquidity requirements, including because of lower demand for our proprietary PCM TES technology as a result of the risks described in this prospectus or otherwise, we may seek raise equity or debt capital, enter into additional bank loans or bank credit facilities or another form of third-party funding.

We may consider raising additional capital in the future to fund our existing operations, expand our operations, or for other reasons, including to:

Our present and future funding requirements will depend on many factors, including:

Additionally, our ability to raise capital in a timely manner if needed in the future may be limited, or such capital may be unavailable on acceptable terms, if at all. Any equity or convertible debt financing we enter would likely be dilutive to our shareholders and any future debt financing we enter may impose covenants upon us that restrict our operations, such as limitations on our ability to incur liens or additional debt, repurchase our Shares, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or equity that we raise may contain terms that are not favorable to us or our shareholders. If access to sufficient capital is not available as and when needed, our business will be materially impaired and we may be required to cease operations or we may be required to significantly reduce expenses, seek a merger or joint venture partner, file for protection from creditors or liquidate all or part of our assets.

Risks Related to Conducting Business in the PRC

Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business, operating results, and financial position.

We anticipate that a substantial part of our future growth and development will be attributable to the PRC market. Accordingly, our business, prospects, financial conditions, and operations may be influenced significantly by the political, economic, and social conditions in China.

The Chinese economy differs from the economies of most developed countries in certain respects, including the amount of government involvement, level of development, growth rate, control of the foreign exchange, and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past few decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may harm us. For example, our business, operating results, and financial condition may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past, the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, and since 2012, China’s economic growth has slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business, operating results, and financial condition.

If we become directly subject to the recent scrutiny, criticism, and negative publicity involving Chinese and Hong Kong companies listed in the U.S., we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies with substantial operations in or close connection with Hong Kong and China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the U.S. Securities and Exchange Commission (“the SEC”). Much of the scrutiny, criticism, and negative publicity has centered around the effects of U.S.-China governmental policies and political climate, financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of such scrutiny, criticism, and negative publicity, the publicly traded stock of such companies has sharply decreased in value and, in some exceptional cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into these allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on our business operations and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from growing our Company. If such allegations are not proven to be groundless, our Company and business operations will be severely and negatively affected.

The Chinese government may exert substantial influence over the industry in which we operate.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. In addition, the Hong Kong legal system may rapidly evolve in the near future and may become closely aligned with the legal system in China. As such, the interpretation of many laws, regulations, and rules may be subject to change and the enforcement of these laws, regulations, and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong may be affected by these changes in laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use and property rights, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant impact on the economic conditions of Hong Kong or particular regions thereof, and could require us to divest ourselves of any rights and interest we then hold regarding our business operations in Hong Kong. Any divesture or similar action could materially and adversely affect our business, operating results, and financial condition.

The Chinese government may choose to exert more supervision and control over securities offerings that are conducted overseas and/or foreign investment in issuers based in Mainland China or Hong Kong. Such action could significantly or completely restrict our ability to offer securities to investors and cause the value of such securities to significantly decline.

Recent statements by the PRC government have indicated an intent to stabilize relationships with overseas regulatory authorities and support Chinese companies across all industries to list abroad. However, it remains unclear as to when and how the PRC government will alter its standard of supervision and control over overseas offerings and/or foreign investments in issuers based in Mainland China or Hong Kong.

The PRC government has proposed new rules that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based internet giants. As of the date of this Prospectus, our revenue is mainly generated from the Hong Kong market and our business does not involve the collection of user data. Based on our understanding of currently applicable PRC laws and regulations, our Offering in the U.S. is not subject to the review or prior approval of the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”).

Further, on February 17, 2023, the CSRC issued the Trial Measures which have become effective as at March 31, 2023. The Trial Measures require a PRC domestic enterprise seeking to issue and list its shares overseas to complete certain filing procedures and submit the relevant information to CSRC. For more details, see “PRC Regulatory Permission.”

Should the Trial Measures be applicable to us, we may be subject to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures as required on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our Shares to significantly decline in value or become worthless.

Our Operating Subsidiary conducts its business in Hong Kong, a Special Administrative Region of the PRC, and has no operations in Mainland China, although some of the clients of the Operating Subsidiary are PRC companies that have shareholders or directors that are PRC individuals. As of the date of this Prospectus, we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. In addition, we do not expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, uncertainties still exist due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly or completely restrict our ability to offer securities to investors and could cause the value of such securities to significantly decline, which could materially and adversely affect our business, operating results, and financial position.

If we fail to meet applicable listing requirements, Nasdaq may not approve our listing application, or may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline.

We cannot assure you that we will be able to meet Nasdaq’s initial listing standards, or that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Shares, we and our shareholders could face significant material adverse consequences, including:

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the HFCAA requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years, meaning the number of “non-inspection” years would be decreased from three to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

On December 16, 2021, the PCAOB issued a determination report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China; and (2) Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022. Our current auditor, BFB, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.

If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the lack of access to the PCAOB inspection in China would prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors could be deprived of the benefits of such PCAOB inspections, if the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China would make it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in Lakewood, Colorado, and has been inspected by the PCAOB on a regular basis with the last inspection in December 2022. However, the recent developments would add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

If the PRC government imposes new requirements for approval from the relevant PRC authorities to issue the Shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

As of the date of this Prospectus, we and our Hong Kong subsidiary, (i) are not required to obtain permission from any PRC authorities to offer or issue the Shares to foreign investors; (ii) are not subject to permission requirements from the CSRC, CAC or any other PRC regulatory authorities that is required to approve our business operations; and (iii) have not received or been denied such permissions by any PRC authorities. However, given the current PRC regulatory environment, it is uncertain when and whether we or our Hong Kong subsidiary, will be required to obtain permission from the PRC government to list in the U.S. in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this Offering. As of the date of this Prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to this Offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If we and our Hong Kong subsidiary (i) do not receive or maintain such permissions or approvals, should they become applicable to us in the future; or (ii) inadvertently conclude that such permissions or approvals are not required, our operations and financial conditions could be materially and adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and be worthless.

Risks Related to our Securities

Raising additional capital through the issuance of Shares may cause dilution to the shareholdings of our existing shareholders.

Except for in connection with this Offering, we do not have plans to issue additional Shares at present. However, we may do so in the future. As we continue to seek to expand our business, we may require more capital to finance our sales and marketing activities, business operations, research and development, and/or increase in production capacity. If additional funds are raised through the issuance of new equity or equity-linked securities other than on a pro-rata basis to our shareholders, such shareholders may experience a dilution of ownership interest or such new securities may confer rights and privileges that take priority over the Shares registered pursuant to this Offering.

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

We intend to retain any future earnings to finance the development and expansion of our business. Therefore, we do not anticipate paying any cash dividends on the Shares in the foreseeable future unless otherwise resolved by the Board of Directors of the Company (the “Board”). The Board would consider the results of our business operations, financial position, and other factors before it exercises its discretion to pay dividends. As we do not plan to pay dividends at present, capital appreciation of your Shares may be the sole source of income of your shareholdings.

Our director owns a large percentage of our outstanding Shares and could exercise control over some of our corporate matters.

Mr. Chan, our proposed executive director, will beneficially own (i) approximately 44.48% (assuming full exercise of the Warrant and the over-allotment option); (ii) approximately 45.43% (assuming exercise of the Warrant but not over-allotment option); (iii) approximately 51.71% (assuming exercise of the over-allotment option but not the Warrant); and (iv) approximately 53.00% (assuming no exercise of the over-allotment option or Warrant) of our total issued and outstanding Shares of our outstanding Shares upon the completion of this Offering, depending on whether the Underwriter’s Option is exercised in full. As a result, he can exercise control over some matters that require us to obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of the Shares or assets. This concentration of ownership in the Shares will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

Future sales of substantial amounts of the Shares by existing shareholders could adversely affect the price of the Shares.

If our existing Shareholders sell substantial amounts of the Shares following the Offering, the market price of the Shares could fall. Such sale by our existing Shareholders might make it more difficult for us to issue new equity or equity-linked securities in the future at a time and place we deem appropriate.

The Shares may be subject to substantial price and volume fluctuation due to a number of factors, many of which are beyond our control and may prevent our shareholders from reselling the Shares at a profit.

The market price of the Shares may be volatile and may fluctuate substantially due to many factors, including:

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Shares.

Recently, 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 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 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 up, 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 Shares.

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

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, will significantly increase our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

We may lose our status as a “foreign private issuer” in the United States, which would result in increased costs related to regulatory compliance under United States securities laws.

The Company will cease to qualify as a “foreign private issuer,” as defined in Rule 405 promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Rule 3b-4 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, as of the last business day of our second fiscal quarter, more than 50 percent of the outstanding Shares are directly or indirectly owned by residents of the United States. If we determine that we fail to qualify as a foreign private issuer, the Company will cease to be eligible to avail itself of the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following such determination. Among other things, this will result in loss of the exemption from registration under the Exchange Act provided by Rule 12g3-2(b) promulgated thereunder, and, if the Company is required to register the Shares under section 12(g) of the Exchange Act, we will have to do so as a domestic Company. Further, any securities that we issue in unregistered or unqualified offerings both within and outside the United States will be “restricted securities” (as defined in Rule 144(a)(3) promulgated under the Securities Act), and will continue to be subject to United States resale restrictions notwithstanding their resale in “offshore transactions” pursuant to Regulation S promulgated under the Securities Act. As a practical matter, this will likely require us to register more offerings of our securities under the Securities Act on either a primary offering or resale basis, even if they take place entirely outside the United States. The resulting legal and administrative costs of complying with the resulting regulatory requirements are anticipated to be substantial, and to subject the Company to additional exposure to liability for which we may not be able to obtain insurance coverage on favorable terms, or at all.

Terms of subsequent financings, if any, may adversely impact investors’ investments.

We may have to engage in equity or debt financings in the future. The rights and the value of each investor’s investment in the Shares could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively impact operating results. If we need to raise more equity capital from the sale of additional stock, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of the investors’ investments.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands and our Operating Subsidiary is incorporated in Hong Kong.

We are incorporated under the laws of the Cayman Islands and most of our directors and officers reside outside the United States. Moreover, such directors and officers may not have significant assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

Conyers Dill & Pearman, our Cayman Islands counsel, have advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman has further advised us that the courts of the Cayman Islands would recognize as a valid judgment a final and conclusive judgment in personam obtained in the foreign courts against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of the Cayman Islands, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands, and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

In addition, Fairbairn Catley Low & Kong, our counsel as to Hong Kong law, has also advised us that there is uncertainty as to whether a Hong Kong court would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Generally, a foreign judgment may either be registered in accordance with a mutual enforcement arrangement between Hong Kong and the jurisdiction in which the foreign judgment was obtained or be enforced thorough initiating fresh proceeding in Hong Kong under common law. Nevertheless, there is currently no such mutual enforcement arrangement between Hong Kong and the United States. Furthermore, a common law action for recognition of foreign judgment is subject to certain requirements in relation to, among others, the nature of the judgment.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than they would as public shareholders of a corporation incorporated in the United States. For details, see “Enforceability of Civil Liabilities.”

Economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (2020 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019, onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for the Company, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

Use of Proceeds

The net proceeds from this Offering (after deduction of underwriting fees being 5% underwriting discount and commission and estimated expenses payable being approximately US$2.0 million (equivalent to approximately HK$15.6 million) by us in relation to this Offering), assuming an offer price of US$4.00 per Unit (the “Offer Price”), being the price set forth on the cover page of this Prospectus, and excluding any exercise of the Underwriter’s over-allotment option and Warrants are estimated to be approximately US$5.6 million (equivalent to HK$43.7 million).

The net proceeds from this Offering (after deduction of underwriting fees being 5% underwriting discount and commission and estimated expenses being approximately US$2.0 million (equivalent to approximately HK$15.6 million) by us in relation to this Offering), assuming an offer price of US$4.00 per Share being the price set forth on the cover page of this Prospectus, and including full exercise of the Underwriter’s over-allotment option but excluding any exercise of the Warrants are estimated to be approximately US$7.1 million (equivalent to approximately HK$55.4 million).

The net proceeds from this Offering (after deduction of underwriting fees being 5% underwriting discount and commission and estimated expenses being approximately US$2.0 million (equivalent to approximately HK$15.6 million) by us in relation to this Offering), assuming an offer price of US$4.00 per Share being the price set forth on the cover page of this Prospectus, and excluding any exercise of the Underwriter’s over-allotment option but including full exercise of the Warrants are estimated to be approximately US$13.6 million (equivalent to approximately HK$106.1 million).

The net proceeds from this Offering (after deduction of underwriting fees being 5% underwriting discount and commission and estimated expenses being approximately US$2.0 million (equivalent to approximately HK$15.6 million) by us in relation to this Offering), assuming an offer price of US$4.00 per Share being the price set forth on the cover page of this Prospectus, and including full exercise of the Underwriter’s over-allotment option and full exercise of the Warrants are estimated to be approximately US$14.8 million (equivalent to approximately HK$115.4 million).

We plan to use the net proceeds from this Offering as follows (assuming an offer price of US$4.00 per Unit and excluding any exercise of the Underwriter’s over-allotment and Warrants):

We plan to use the net proceeds from this Offering as follows (assuming an offer price of US$4.00 per Unit and including full exercise of the Underwriter’s over-allotment option but excluding any exercise of the Warrants):

We plan to use the net proceeds from this Offering as follows (assuming an offer price of US$4.00 per Unit and excluding any exercise of the Underwriter’s over-allotment option but including full exercise of the Warrants):

We plan to use the net proceeds from this Offering as follows (assuming an offer price of US$4.00 per Unit and including full exercise of the Underwriter’s over-allotment option and full exercise of the Warrants):

To the extent that the net proceeds are not immediately applied to the above purposes and to the extent permitted by applicable law and regulations, we intend to deposit the net proceeds into short-term demand deposits. We will make an appropriate announcement if there is any material change to the above proposed use of proceeds or if any material amount of the proceeds will be used for general corporate purpose.

Pending determination of the use of the net proceeds from this Offering, we intend to invest them in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments, and government securities.

Determination of Offering Price

The offering price of the Units will be determined by us and Spartan Capital Securities, LLC (the “Underwriter”) at the time of pricing.

The offering price of the Units does not necessarily bear any relationship to market value, our book value, assets, past operating results, financial condition, or any other established criteria of value. Accordingly, the offering price should not be considered an indication of the actual value of the Units.

Market for the SHARES and Related Shareholder Matters

As of the date of this Prospectus, our authorized share capital is US$50,000 divided into 50,000,000 Shares with a par value of US$0.001 each, of which 10,000,000 Shares are issued and outstanding.

Upon completion of this Offering, 12,000,000 Shares (assuming no exercise of the over-allotment option and no exercise of the Warrants included in this Offering) will be issued and outstanding.

Upon completion of this Offering, 12,300,000 Shares (assuming full exercise of the over-allotment option but excluding any exercise of the Warrants included in this Offering) will be issued and outstanding.

Upon completion of this Offering, 14,000,000 Shares (assuming no exercise of the over-allotment option and full exercise of the Warrants included in this Offering) will be issued and outstanding.

Upon completion of this Offering, 14,300,000 Shares (assuming full exercise of the over-allotment option and full exercise of the Warrants included in this Offering) will be issued and outstanding.

Sales of substantial amounts of Shares in the public market could adversely affect prevailing market prices of the Shares.

Dividend Policy

We have never declared or paid cash dividends to our shareholders, and we do not intend to pay cash dividends in the foreseeable future. We intend to reinvest any earnings in developing and expanding our business. Any future determination relating to our dividend policy will be at the discretion of the Board of Directors and will depend on a number of factors, including future earnings, our financial condition, operating results, contractual restrictions, capital requirements, business prospects, our strategic goals and plans to expand our business, applicable law and other factors that the Board may deem relevant.

Under Cayman law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, and provided further that a dividend may not be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business.

See “Risk Factors – We do not intend to pay dividends on the Shares in the foreseeable future.”

Dilution

If you invest in our Units in this offering, your interest will be diluted to the extent of the difference between the Offering price per Unit and the pro forma as adjusted net tangible book value per share of our Shares immediately after this Offering, assuming no value is attributed to the Warrants included in the Units. The historical net tangible book value of our Shares as of September 30, 2023 was approximately negative US$2,780,385, approximately negative US$0.28 per Share based upon 10,000,000 Shares outstanding as of that date. Net tangible book value per Share represents our total tangible assets less our total liabilities, divided by the number of Shares outstanding at September 30, 2023.

After giving effect to the receipt of the net proceeds from our sale of 2,000,000 Units in this Offering at an assumed public offering price of US$4.00 per Unit, and after deducting underwriting discounts and commissions and estimated Offering expenses payable by us, pro forma as adjusted net tangible book value as of September 30, 2023 would have been approximately US$2,819,615, or US$0.23 per Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.51 per Share to existing shareholders and an immediate dilution of US$3.77 per Share, assuming no value is attributed to the over-allotment option or Warrants included in the Units, to new investors purchasing our Shares in this offering.

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

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2023, the aggregate number of our Shares, as well as the total consideration and the average price per Share paid to us by existing shareholders and to be paid by new investors acquiring our common stock in this offering, assuming no value is attributed to the over-allotment option or Warrants included in the Units.

The table above assumes no exercise of the over-allotment option and no exercise of the Warrants. If the over-allotment option, if any, in connection with this offering, is exercised in full with no exercise of the Warrants, the number of Shares held by the existing shareholders after this Offering would be reduced to 81.3% of the total number of Shares outstanding after this Offering, and the number of Shares held by new investors would increase to 2,300,000 Shares, or 18.7% of the total number of Shares outstanding after this Offering. If the Warrants, if any, in connection with this Offering, are exercised in full with no exercise of the over-allotment option, the number of Shares held by the existing shareholders after this Offering would be reduced to 71.4% of the total number of Shares outstanding after this Offering, and the number of Shares held by new investors would increase to 4,000,000 Shares, or 28.6% of the total number of Shares outstanding after this Offering. If the Warrants, if any, in connection with this Offering, are exercised in full and the over-allotment option is exercised in full, the number of Shares held by the existing shareholders after this Offering would be reduced to 69.9% of the total number of Shares outstanding after this offering, and the number of Shares held by new investors would increase to 4,300,000 Shares, or 30.1% of the total number of Shares outstanding after this Offering.

Capitalization and Indebtedness

The following table sets forth the capitalization and indebtedness of the Company as of September 30, 2023 on:

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

Selected Financial Data

The following tables set forth selected consolidated financial information for the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this Prospectus as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in the Prospectus.

Consolidated Statements of Loss and Other Comprehensive Loss

for the Six Months Ended September 30, 2023 and 2022 and the Years Ended March 31, 2023 and 2022

Consolidated Statements of Financial Position as at September 30, 2023 and March 31, 2023 and 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its financial statements and related notes appearing elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to the Company’s plans and strategy for its business and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the “Risk Factors” section of this Prospectus for a discussion of important factors which 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.

Company Overview

We are a provider of advanced energy saving solutions supported by proprietary phase change thermal energy storage materials and thermal engineering services. Our mission statement is “to preserve the world by decarbonization technologies”. As an advocate of decarbonization, we design, develop, and provide customized energy saving solutions that increase economic benefits of our clients and reduce carbon emissions for a sustainable future.

As carbon emissions continue to build up in the atmosphere at historic levels, the theme of decarbonization has been gaining momentum on the international stage, and companies and governments all over the world are facing more pressure than ever to develop and execute a meaningful net-zero strategy, especially after the adoption of the Paris Agreement and the Glasgow Climate Pact in 2015 and 2021, respectively. Even though decarbonization strategies vary significantly across industries, it is believed that transitioning to clean-energy sources is a far more visible pathway toward net zero for many organizations. It is in such context that we have devised and have been consolidating our corporate mission to research, develop, strategize, and commercialize our decarbonization technology and products that not only considerably increase economic benefits of our clients, but also contribute to the global campaign of decarbonization and ultimately a more sustainable future.

Our proprietary technology is a PCM thermal energy storage (“TES”) technology. By applying material science and nanotechnology, we have successfully invented and manufactured our PCM which allows temporary storage of excess thermal energy for later use and thereby bridges the gap between energy availability and energy use (“BocaPCM-TES Technology”).

With our industry experience and professional expertise, we have put our BocaPCM-TES Technology into practice and invented our product – “BocaPCM-TES Panel” – a custom-made high-density polyethylene (“HDPE”) plastic encapsulated container fully filled with our PCM solution. Currently, we have developed more than 20 types of PCM, each of which has a unique phase change temperature and TES capacity to accommodate different temperature requirements in various PCM-TES applications. Based on the type of PCM solution filled into the HDPE plastic containers, we are able to manufacture customized BocaPCM-TES Panels with a wide range of operating temperatures from -86°C to +600°C to suit our clients’ needs. Accordingly, our BocaPCM-TES Panels can be utilized in many heating, ventilation, and air conditioning (“HVAC”) and refrigeration applications.

By utilizing our customized BocaPCM-TES Panels, we design, develop, and manufacture our phase change material thermal energy storage system (“BocaPCM-TES System”) and apply it on various central air conditioning systems (collectively, “Ultra-High Efficiency Boca Hybrid Power Chiller Plant”). Our Ultra-High Efficiency Boca Hybrid Power Chiller Plant is essentially an advanced cooling system that can be deployed in most existing and new buildings, and it is environmentally friendly with a long lifespan. Operating alongside with our self-developed fully automatic control system, our Ultra-High Efficiency Boca Hybrid Power Chiller Plant can increase its efficiency by optimization control model that shifts chiller plant’s cooling load from on-peak periods to off-peak periods through applying real-time electricity demand peak management, resulting in a lower running cost due to lower tariff rate charged during off-peak periods. Taking our HAECO Project as a reference, buildings installed with our Ultra-High Efficiency Boca Hybrid Power Chiller Plant are able to reduce at least 40% of electricity consumption during all running time, and approximately 50% to 70% of the running cost (depending on the local electricity tariff) when compared with conventional central air conditioning systems. As a result, our technology and products not only contribute to the global campaign of decarbonization by cutting carbon emissions directly, but also increase economic benefits of our clients.

To further our corporate mission and better grasp the market opportunities, we continue to strive to develop environmental-friendly, efficient, and cost-saving technologies and solutions for the benefit of our clients and the world at large.

We generated revenue of approximately HK$2.1 million, HK$2.7 million, HK $6.6 million, and HK$6.9 million for the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022, respectively, from the sale of PCM in Hong Kong and the performance agreement with Hong Kong Aircraft Engineering Company Limited (“HAECO”) to install our Ultra-High Efficiency Boca Hybrid Power Chiller Plant to replace three pre-existing water-cooled chiller plants in the headquarters of HAECO in Hong Kong International Airport. We intend to market and sell our products in Hong Kong, the PRC, the Republic of Korea and the Middle East.

Coronavirus (COVID-19) Update

Since early 2020, the ongoing COVID-19 pandemic has caused significant disruption to worldwide economic activities, including economic activities in Hong Kong where we operate, and in Mainland China, where the majority of our workforce is based and where we source most of our raw materials. The Chinese government and the local Hong Kong government have imposed travel restrictions and quarantine requirements in response to COVID-19. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce is concentrated in China, we believe there is a risk that our business, results of operations, and our financial condition will be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of COVID-19 and the actions taken by government authorities and other entities to contain COVID-19 or mitigate its impact, almost all of which are beyond our control.

The impact of COVID-19 on our business, financial condition, and results of operations includes, but are not limited to, the following:

Because of the uncertainty surrounding the COVID-19 outbreak, the business disruption and the related financial impact related to the outbreak of and response to the coronavirus cannot be reasonably estimated at this time. For a detailed description of the risks associated with the novel coronavirus, see “Risk Factors—Risks Related to Our Business and Industry — The outbreak of COVID-19 affected, and may continue to affect, our business operation.”

Operating Results

For the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022

The following table summarizes our consolidated statements of operations for the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022. The selected financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and should be read in conjunction with the Company’s consolidated financial statements and related notes corresponding to such periods.

Revenue

For the six months ended September 30, 2023, revenue decreased by approximately HK$0.6 million, or approximately 22.2%, to approximately HK$2.1 million from approximately HK$2.7 million for the six months ended September 30, 2022. This decrease in revenue was mainly due to no revenue generated from sale of materials.

For the year ended March 31, 2023, revenue decreased by approximately HK$0.3 million, or approximately 4.1%, to approximately HK$6.6 million from approximately HK$6.9 million for the year ended March 31, 2022. This decrease in revenue was mainly due to the revenue decrease in maintenance services income generated from HAECO Project.

Cost of revenue

For the six months ended September 30, 2023, cost of revenue remained steady at approximately HK$1.7 million and approximately HK$1.8 million for the six months ended September 30, 2022.

For the year ended March 31, 2023, cost of revenue increased by approximately HK$1.0 million, or approximately 30.1%, to approximately HK$4.1 million from approximately HK$3.2 million for the year ended March 31, 2022. This increase was mainly due to the depreciation expenses on the Ultra-High Efficiency Boca Hybrid Power Chiller Plant in connection with the HAECO Project.

Gross profit

For the six months ended September 30, 2023, gross profit decreased by approximately HK$550,000, or approximately 60.1% to approximately HK$366,000 from approximately HK$916,000 for the six months ended September 30, 2022. This decrease was in line with the decrease in sale of material for the six months ended September 30, 2023 of approximately HK$500,000.  

For the year ended March 31, 2023, gross profit decreased by approximately HK$1.2 million, or approximately 33.3%, to approximately HK$2.5 million from approximately HK$3.7 million for the year ended March 31, 2022. This decrease was in line with the decrease in revenue of approximately 4.1% and increase in cost of revenue approximately 30.1%.

Administrative expenses

For the six months ended September 30, 2023, administrative expenses decreased by approximately HK$0.5 million, or approximately 16.1%, to approximately HK$2.5 million from approximately HK$3.0 million for the six months ended September 30, 2023. This decrease was mainly due to the decrease in professional fee of approximately HK$0.6 million or approximately 48.3%.

For the year ended March 31, 2023, administrative expenses increased by approximately HK$1.4 million, or approximately 34.4%, to approximately HK$5.4 million from approximately HK$4.0 million for the year ended March 31, 2022. This increase was mainly attributable to the increase in expenses in relation to the proposed listing and director fee.

Finance costs

For the six months ended September 30, 2023, finance costs remained steady at approximately HK$1.3 million and approximately HK$1.3 million for the six months ended September 30, 2022.

For the year ended March 31, 2023, finance costs decreased by approximately HK$42,000, or approximately 1.6%, to approximately HK$2.5 million from approximately HK$2.6 million for the year ended March 31, 2022. This decrease was mainly due to the decrease in other loan interest expenses.

Liquidity and Capital Resources

Historically, we funded our operations primarily through cash generated from our operating activities, bank borrowings and financing from related parties and shareholders. As of September 30, 2023, March 31, 2023 and 2022, we had HK$293,916 (approximately US$38,000), HK$376,723 (approximately US$48,000) and HK$571,655 (approximately US$73,000), respectively, in cash. Our cash and cash equivalents primarily consist of cash in banks or other financial institutions which are unrestricted as to withdrawal or use. As of September 30, 2023, March 31, 2022 and 2023, we had bank borrowings of approximately HK$30.1 million (approximately US$3.9 million), approximately HK$30.4 million (approximately US$3.9 million) approximately HK$31.1 million (approximately US$3.9 million), respectively. As of September 30, 2023 and March 31, 2023, we had net current liabilities of approximately HK$37.1 million (approximately US$4.8 million) and approximately HK$35.4 million (approximately US$4.5 million). Our ability to continue to operate on a going-concern basis is dependent on our management’s ability to successfully execute our business plans, which include increasing revenue while controlling operating expenses, as well as generating operating cash flows and continuing to obtain external sources of financing when necessary. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, bank borrowings and from the net proceeds we will receive from this offering.

We have not encountered any difficulties in meeting our cash obligations to date. When considering our liquidity position and our future capital resources and needs, we take into account our ability to generate revenue, generate operating cash flows and our ability to continue to obtain external sources of financing. Based on cash flow projections for operating activities and available loan facilities, we believe that we have sufficient funds for sustainable operations and will be able to meet our payment obligations from operations and debt related commitments for the next twelve months from the date of the prospectus. See “Risk Factors – We might need to raise additional capital in the future to fund our existing commercial operations, develop and commercialize new products and technologies and expand our operations.”

Our total capital as at September 30, 2023, March 31, 2023 and 2022, is set forth in the table below.

As of September 30, 2023, the Company had no material commitments for capital expenditures.

We may require additional capital for the development of our business operations and commercialization of the products we are currently developing or may develop in the future. See “Risk Factors — Risks Related to Our Business and Industry — Our business relies on debt financing to settle upfront costs in relation to our performance-based contracts.”

For the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022

The following table summarizes our sources and uses of cash and cash equivalents for the six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022.

Operating Activities

For the six months ended September 30, 2023, net cash provided by operating activities was approximately HK$1.9 million. The company has net operating cash outflow before movements in working capital of approximately HK$70,000. With the net loss of approximately HK$2.9 million, as adjusted for (i) finance costs of approximately HK$1.3 million chiefly consisting of interest on our loans and borrowings and (ii) depreciation of property, plant, and equipment of approximately HK$1.8 million. Movements in working capital resulted in a net cash inflow of approximately HK$1.9 million, primarily consisting of increase in amounts due to directors of approximately HK$1.3 million.

For the year ended March 31, 2023, net cash provided by operating activities was approximately HK$4.4 million. The company has net operating cash inflow before movements in working capital of approximately HK$1.4 million. With the net loss of approximately HK$4.5 million, as adjusted for (i) finance costs of approximately HK$2.5 million chiefly consisting of interest on our loans and borrowings and (ii) depreciation of property, plant, and equipment of approximately HK$3.5 million. Movements in working capital resulted in a net cash inflow of approximately HK$4.4 million, primarily consisting of (i) increase in trade and other payables of approximately HK$2.5 million, (ii) decrease in amounts due from directors. This increase was partially offset by (i) increase in deferred listing expenses.

For the year ended March 31, 2022, net cash provided by operating activities was approximately HK$5.2 million. The company has net operating cash inflow before movements in working capital of approximately HK$3.3 million. Primarily consisting of net loss of approximately HK$2.8 million, as adjusted for (i) finance costs of approximately HK$2.6 million chiefly consisting of interest on our loans and borrowings and (ii) depreciation of property, plant, and equipment of approximately HK$3.1 million. Movements in working capital resulted in a net cash inflow of approximately HK$5.2 million, primarily consisting of (i) decrease in trade and other receivable of approximately HK$1.6 million, (ii) decrease in trade and other payables of approximately HK$0.2 million. This increase was partially offset by (i) decrease in contract liabilities of approximately HK$0.3 million and (ii) increase in amounts due from shareholder of approximately HK$0.3 million.

Investing Activities

For the six months ended September 30, 2023, net cash used in investing activities was approximately HK$0.1 million, as compared to approximately HK$0.3 million for the six months ended September 30, 2022. These amounts primarily reflect the purchase of property, plant, and equipment in connection with the HAECO Project.

For the year ended March 31, 2023, net cash used in investing activities was approximately HK$0.3 million, as compared to approximately HK$2.4 million for the year ended March 31, 2022. These amounts primarily reflect the purchase of property, plant, and equipment in connection with the HAECO Project.

Financing Activities

For the six months ended September 30, 2023, we had net cash used in financing activities of approximately HK$1.8 million.

For the year ended March 31, 2023, we had net cash used in financing activities of approximately HK$4.2 million, primarily consisting of (i) interest paid on borrowings of approximately HK$3.1 million, (ii) repayment of borrowings of approximately HK$0.7 million and (iii) repayment of lease liabilities of approximately HK$0.5 million.

For the year ended March 31, 2022, we had net cash used in financing activities of approximately HK$3.2 million, primarily consisting of (i) interest paid on borrowings of approximately HK$3.2 million, (ii) repayment of borrowings of approximately HK$0.4 million and (iii) repayment of lease liabilities of approximately HK$0.5 million, partially offset by proceeds of borrowings of approximately HK$1.2 million.

Research and Development

For the six months ended September 30, 2023, and the years ended March 31, 2023 and 2022, our research and development strategies mainly focused on two areas that are fundamental to our growth and business operation, namely our PCM and fully automatic control system:

Trend Information

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

Investors should review statements made in this Prospectus under “Risk Factors” and “Our Business” for additional information about the Company.

Off-Balance Sheet Arrangements

We do not have any outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts. In our ongoing business, we do not enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships that are established for the purpose of facilitating off-balance sheet arrangements for other contractually narrow or limited purposes.

Contractual Obligations

The following table provides our contractual obligations as at March 31, 2023.

Capital Expenditures

The following table sets forth our capital expenditures for six months ended September 30, 2023 and 2022 and the years ended March 31, 2023 and 2022:

Critical Accounting Policies and Estimates

The financial statements have been prepared in accordance with IFRS issued by the IASB.

The financial statements have been prepared on the historical cost basis as explained in the accounting policies set out below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are accounted for in accordance with IFRS 16 Leases and measurements that have some similarities to fair value but are not fair value, such as net recognized value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

The principal accounting policies are set out below.

Revenue Recognition

Revenue from contracts with customers

The Company recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.

A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.

Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct good or service.

Energy saving services income

For the energy saving services, the revenue is recognized in-line with the energy performance contract entered, being at the point of the energy cost saving on electricity consumption.

Maintenance services income

The maintenance service is considered to be a distinct service as it is regularly supplied by the Company to the customer on a stand-alone basis and is available for the customer from other providers in the market. Transaction price is allocated between energy saving services and the maintenance services on a relative stand-alone selling price basis. Revenue relating to the maintenance services is recognized at the point of provision of comprehensive maintenance with the necessary labor and spare parts for the Ultra-High Efficiency Boca Hybrid Power Chiller Project.

Sales of materials

For sales of materials to the customer, revenue is recognized when control of the goods has transferred, being when the goods have been delivered to the customer’s specific location.

IFRS 16 — Lease Operations

Definition of a lease

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For contracts entered into or modified or arising from business combinations on or after the date of initial application, the Company assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

Non-lease components are separated from lease components on the basis of their relative stand-alone prices.

The Company as a lessee

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases of warehouses that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

Right-of-use assets

The cost of right-of-use assets includes:

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability.

Right-of-use assets in which the Company is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term is depreciated from commencement date to the end of the useful life. The remaining right-of-use assets are depreciated on a straight-line basis over the term of the leases.

The Company presents right-of-use assets as a separate line item in the statement of financial position.

Refundable rental deposits

Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

Lease liabilities

At the commencement date of a lease, the Company recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease payments include:

Variable lease payments that do not depend on an index or a rate are not included in the measurement of lease liabilities and right-of-use assets, and are recognized as expense in the period on which the event or condition that triggers the payment occurs.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Company remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever the lease term has changed, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.

The Company presents lease liabilities as a separate line item in the statement of financial position.

Lease modifications

The Company accounts for a lease modification as a separate lease if: