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1、F-1 1 ff12023_linkageglobal.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on September 1,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Linkage Global Inc(
2、Exact name of registrant as specified in its charter)_Cayman Islands 5961 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)2-23-3 Minami-Ikebukuro,Toshima-kuTokyo,Japan171-0022+03-5927-
3、9261(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(Name,address,including zip code,and telephone number,including area code,ofagent for service)_With a Copy to:Ying Li,Esq.Lisa Forcht,Esq.Hunt
4、er Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,NY10022212-530-2206 Mengyi“Jason”Ye,Esq.Yarona Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017212-588-0022_Approximate date of commencement of proposed sale to the public:Promptly after theeffective date of this re
5、gistration statement.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Actof1933 check the followingbox.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under t
6、he Securities Act,please check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box and li
7、st the Securities Act registration statement number of theearlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of
8、 theearlier effective registration statement for the same offering Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Actof1933 Emerging growth company If an emerging growth company that prepares its financial statements in accordance w
9、ithU.S.GAAP,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards providedpursuant to Section7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to an
10、y update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which
11、 specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Act,or until theregistration statement shall become effective on such date as the U.S.Securitiesand Exchange Commission,acting pursuant to such Section8(a),may deter
12、mine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statement filed with the U.S.Securitiesand Exchange Commission is effective.This prospectus is not an offer to sell thesesecurities and it is not solicitin
13、g any offer to buy these securities in anyjurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED SEPTEMBER 1,20231,500,000 Ordinary SharesLinkage Global IncThis is an initial public offering on a firm commitment basis of our ordinary shares,par value
14、$0.00025 per share(“Ordinary Shares”).Prior to this offering,there hasbeen no public market for our Ordinary Shares.We expect the initial public offeringprice to be in the range of$4.0 to$6.0 per Ordinary Share.The offering is beingmade on a“firm commitment”basis by the underwriters.See“Underwriting
15、.”We havereserved the symbol“LGCB”for purposes of listing the Ordinary Shares on the NasdaqCapital Market(“Nasdaq”).At this time,Nasdaq has not yet approved the applicationto list the Ordinary Shares.It is a condition to the closing of this offering thatthe Ordinary Shares qualify for listing on Nas
16、daq.There is no guarantee or assurancethat our Ordinary Shares will be approved for listing on Nasdaq.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 20 to read about factors you should consider befo
17、re buying ourOrdinary Shares.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our,”“Linkage Cayman,”“Linkage,”“our Company,”and the“Company”refer toLinkage Global Inc,a Cayman Islands exempted company,and when describing LinkageCaymans consolidated financial information for the
18、 fiscalyears endedSeptember30,2022 and 2021,also includes Linkage Caymans subsidiaries;“LinkageHolding”refers to Linkage Holding(HongKong)Limited,a HongKong corporation,which is wholly owned by Linkage Cayman;“Linkage Electronic”refers to LinkageElectronic Commerce Limited,a HongKong corporation and
19、 wholly owned subsidiary ofLinkage Holding;“HQT NETWORK”refers to HQT NETWORK CO.,LIMITED,a Hong Kongcorporation and wholly owned subsidiary of Linkage Holding;“EXTEND”refers toEXTEND CO.,LTD,a Japanese corporation,which is wholly owned by Linkage Cayman;“Linkage Network”refers to Linkage(Fujian)Net
20、work Technology Limited(传丞(福建)网络科技有限公司),a limited liability company organized under the laws of thePeoples Republic of China(the“PRC”or“China”),which is wholly owned byLinkage Holding;“Chuancheng Digital”refers to Fujian Chuancheng Digital TechnologyLimited(福建传丞数字科技有限公司),a limited liability company
21、organized under thelaws of the PRC,which is wholly owned by Linkage Network;“Chuancheng Internet”refers to Fujian Chuancheng Internet Technology Limited(福建传丞互联网科技有限公司,formerly known as 福建海狮跨境教育科技有限公司 and 福建传丞跨境教育科技有限公司),alimited liability company organized under the laws of the PRC,which is wholly o
22、wnedby Chuancheng Digital;the“Operating Entities”refers,collectively,to LinkageElectronic,HQT NETWORK,EXTEND,Chuancheng Digital,and Chuancheng Internet;theHong Kong subsidiaries refers to Linkage Holding,Linkage Electronic and HQTNETWORK,collectively;the PRC subsidiaries refers to Linkage Network,Ch
23、uanchengDigital,and Chuancheng Internet,collectively;and“the Group”or“our Group”refers to Linkage Cayman,its Japanese subsidiary,the HongKong subsidiaries andthe PRC subsidiaries,collectively.Linkage Cayman is a holding company incorporated in the Cayman Islands with nomaterial operations of its own
24、.Linkage Cayman conducts its operations through itsOperating Entities in Japan,Hong Kong,and mainland China.The Ordinary Sharesoffered in this prospectus are shares of the Cayman Islands holding company insteadof shares of the Operating Entities in Japan,HongKong,and mainland China.Holdersof our Ord
25、inary Shares do not directly own any equity interests in our subsidiaries,including the equity interests in our principal subsidiaries based in Japan,Hong Kong,and mainland China,but will instead own shares of a Cayman Islandsholding company.The PRC subsidiaries and the HongKong subsidiaries are sub
26、ject to certain legal andoperational risks associated with the business operations in mainland China andHongKong.PRC laws and regulations governing the current business operations of thePRC subsidiaries are sometimes vague and uncertain,and as a result,these risks mayresult in material changes in th
27、e operations of the PRC subsidiaries,significantdepreciation of the value of our Ordinary Shares,or a complete hindrance of ourability to offer,or continue to offer,our securities to investors.Recently,thePRC government adopted a series of regulatory actions and issued statements toregulate business
28、 operations in China with little advance notice,including crackingdown Table of Contentson illegal activities in the securities market,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As of the date of this prospectus,neither we
29、nor the PRC subsidiarieshave been involved in any investigations on cybersecurity review initiated by any PRCregulatory authority,nor has any of them received any inquiry,notice,or sanction.The Cybersecurity Review Measures became effective on February 15,2022,whichprovide that any“online platform o
30、perators”controlling personal information ofmore than one million users which seeks to list in a foreign stock exchange shouldalso be subject to cybersecurity review.In the course of the PRC subsidiariesoperations,the data collected is mainly the mailing addresses used by the Customers(which term re
31、fers to both enterprises and individual cross-border e-commercesellers).Such data will be transmitted to an enterprise resource planning system inthe PRC for use in subsequent shipments.Consequently,our PRC counsel,AllBright LawOffices(Fuzhou)(“AllBright”),has advised that such practice may be inter
32、preted asmeaning that the PRC subsidiaries use the Internet to carry out data processingactivities in the PRC,and thus,the PRC subsidiaries may be subject to cybersecurityreview,and during the pendency of such review,in order to prevent certain risks,including risks that activities may endanger crit
33、ical information infrastructuresecurity and national data security and disclosure of personal information,the PRCsubsidiaries may be required to take technical measures and other necessary measures,such as ceasing transmission and deletion of data or information,suspension of newuser registration to
34、 prevent and mitigate risks in accordance with the requirementsof the cybersecurity review.Cybersecurity review could also result in negativepublicity with respect to our Company and diversion of our managerial and financialresources,which could materially and adversely affect our business,financial
35、conditions,and results of operations.In addition,on July7,2022,the CyberspaceAdministration of China(“CAC”)issued the Measures for the Security Assessment ofCross-border Transfer of Data,which stipulates that data processors who provideoverseas the important data collected and generated during opera
36、tions within the PRCand personal information that shall be subject to security assessment shall conduct asecurity assessment.As of the date of this prospectus,the PRC subsidiaries have notcarried out the activities of providing personal information outside the territory ofthe PRC.According to our PR
37、C legal counsel,AllBright,we and the PRC subsidiariesare compliant with the Personal Information Protection Law of the PRC(the“PIPL”)and,the PRC subsidiaries have not provided critical data and personal informationoutside the territory of the PRC,as of the date of this prospectus.The datacollected i
38、n the course of the PRC subsidiaries operations is mainly the mailingaddresses used by the Customers.Such data is stored within the territory of thePRC.Based on the foregoing analysis,our PRC legal counsel is of the view that weand the PRC subsidiaries are in compliance with the existing PRC laws an
39、d regulationson cybersecurity,data security and personal data protection in all material aspects,and we believe that we are in compliance with the regulations and policies that havebeen issued by the CAC as of the date of this prospectus.Since the Measures for theSecurity Assessment of Cross-border
40、Transfer of Data is new,there remainssubstantial uncertainties about its interpretation and implementation,and it isunclear whether the PRC subsidiaries shall require a security assessment.If it isdetermined in the future that the PRC subsidiaries are required such securityassessment,it is uncertain
41、 whether they can or how long it will take them tocomplete such security assessment or rectification.See“Risk Factors RisksRelating to Doing Business in mainland ChinaRecent greater oversight by the CACover data security,particularly for companies seeking to list on a foreign exchange,could adversel
42、y impact the PRC subsidiaries business and our offering.”On February 17,2023,the China Securities Regulatory Commission(“CSRC”)promulgated the Trial Administrative Measures of the Overseas Securities Offering andListing by Domestic Companies(the“Overseas Listing Trial Measures”)and relevantfive guid
43、elines,which became effective on March31,2023.According to the OverseasListing Trial Measures,PRC domestic companies that seek to offer and list securitiesin overseas markets,either in direct or indirect means,are required to fulfill thefiling procedures with the CSRC and report relevant information
44、.At a pressconference held for these new regulations,officials from the CSRC clarified that thedomestic companies that have already been listed overseas on or before the effectivedate of the Overseas Listing Trial Measures(i.e.March31,2023)shall be deemed asexisting issuers,or the Existing Issuers.E
45、xisting Issuers are not required tocomplete the filling procedures immediately,and they shall be required to file withthe CSRC when subsequent matters such as refinancing are involved.Further,accordingto the officials from the CSRC,domestic companies that have obtained approval fromoverseas regulato
46、ry authorities or securities exchanges for their indirect overseasoffering and listing prior to the effective date of the Overseas Listing TrialMeasures(i.e.March31,2023)but have not yet completed their indirect overseasissuance and listing,are granted a six-month transition period from March31,2023
47、.Those who complete their overseas offering and listing within such sixmonths aredeemed as Existing Issuers.Within such six-month transition period,however,if suchdomestic companies need to reapply for offering and listing procedures to theoverseas regulatory authority or securities exchanges,or if
48、they fail to completetheir indirect overseas issuance and listing,such domestic companies shall completethe filling procedures with the CSRC.Under the Overseas Listing Trial Measures,direct overseas offering and listing by domestic companies refers to such overseasoffering and listing by a joint-sto
49、ck company incorporated domestically.Indirectoverseas offering and listing by domestic companies Table of Contentsrefers to such overseas offering and listing by a company in the name of an overseasincorporated entity,whereas the companys major business operations are locateddomestically and such of
50、fering and listing is based on the underlying equity,assets,earnings or other similar rights of a domestic company.Any overseas offering andlisting made by an issuer that meets both the following conditions will be determinedas indirect(i)50%or more of the issuers operating revenue,total profit,tota
51、lassets or net assets as documented in its audited consolidated financial statementsfor the most recent accounting year is accounted for by domestic companies;and(ii)the main parts of the issuers business activities are conducted in mainlandChina,or its main places of business are located in mainlan
52、d China,or the seniormanagers in charge of its business operation and management are mostly Chinesecitizens or domiciled in mainland China.If a PRC domestic company fails to completerequired filing procedures or conceals any material fact or falsifies any majorcontent in its filing documents,such PR
53、C domestic company may be subject toadministrative penalties,such as an order to rectify,warnings,fines,and itscontrolling shareholders,actual controllers,the person directly in charge and otherdirectly liable persons may also be subject to administrative penalties,such aswarnings and fines.Our PRC
54、legal counsel,AllBright,has advised us,based on itsunderstanding of the current PRC law,rules,and regulations,that we are notrequired to complete the filing procedures with the CSRC for the offering and listingof our Ordinary Shares,given that(i)we are not a China domestic company;and(ii)our offerin
55、g and listing is not an indirect overseas offering or listing,because the operating revenue,total profit,total assets,or net assets,asdocumented in our audited consolidated financial statements for the most recentaccounting year,accounted for by the PRC subsidiaries are all under 50%.See“Regulations
56、Regulations Relating to Overseas Listings”and“RiskFactors Risks Relating to Doing Business in mainland China The Opinionsrecently issued by the General Office of the Central Committee of the Communist Partyof China and the General Office of the State Council may subject us to additionalcompliance re
57、quirements in the future.”According to our PRC counsel AllBright,no relevant laws or regulations in the PRCexplicitly require us to seek approval from the CSRC for our overseas listing plan,but recent statements by the Chinese government have indicated an intent to imposemore oversight and control o
58、ver offerings conducted overseas and/or foreigninvestment in China-based issuers.As of the date of this prospectus,we and the PRCsubsidiaries have not received any inquiry,notice,warning,or sanctions regardingour planned overseas listing from the CSRC or any other PRC governmental authorities.Since
59、these statements and regulatory actions are newly published,however,officialguidance and related implementation rules have not been issued.It is highlyuncertain what the potential impact such modified or new laws and regulations willhave on the daily business operations of our subsidiaries,our abili
60、ty to acceptforeign investments,and our listing on an U.S.exchange.The Standing Committee ofthe National Peoples Congress(the“SCNPC”)or PRC regulatory authorities may inthe future promulgate laws,regulations,or implementing rulesthat require us,orour subsidiaries to obtain regulatory approval from C
61、hinese authorities beforelisting in the U.S.If we do not receive or maintain the approval,or inadvertentlyconclude that such approval is not required,or applicable laws,regulations,orinterpretations change such that we are required to obtain approval in the future,wemay be subject to an investigatio
62、n by competent regulators,fines or penalties,or anorder prohibiting us from conducting an offering,and these risks could result in amaterial adverse change in our operations and the value of our Ordinary Shares,significantly limit or completely hinder our ability to offer or continue to offersecurit
63、ies to investors,or cause such securities to significantly decline in valueor become worthless.The same legal and operational risks associated with operations in mainland Chinaalso apply to operations in Hong Kong.Hong Kong was established as a specialadministrative region of the PRC in accordance w
64、ith Article31 of the Constitutionof the PRC.The Basic Law of the HongKong Special Administrative Region of the PRC(the“Basic Law”)was adopted and promulgated on April4,1990 and became effectiveon July1,1997,when the PRC resumed the exercise of sovereignty over HongKong.Pursuant to the Basic Law,Hong
65、Kong is authorized by the National Peoples Congressof the PRC to exercise a high degree of autonomy and enjoy executive,legislative,and independent judicial power,under the principle of“one country,two systems,”and the PRC laws and regulations shall not be applied in HongKong except for thoselisted
66、in AnnexIII of the Basic Law(which is confined to laws relating to nationaldefense,foreign affairs,and other matters that are not within the scope ofautonomy).However,there is no assurance that there will not be any changes in theeconomic,political,and legal environment in HongKong in the future.Due
67、 to theuncertainty of the PRC legal system and changes in laws,regulations,or policies,the Basic Law may be revised in the future,and thus,we may face the same legal andoperational risks associated with operating in the PRC.If there is a significantchange to current political arrangements between ma
68、inland China and HongKong,or ifthe applicable laws,regulations,or interpretations change,the Hong Kongsubsidiaries may become subject to PRC laws or authorities.As a result,theHongKong subsidiaries could incur material costs to ensure compliance,be subjectto fines,experience devaluation of securitie
69、s or delisting,no longer conductofferings to foreign investors,Table of Contentsand no longer be permitted to continue their current business operations.See“RiskFactors Risks Relating to Doing Business in Hong Kong There are somepolitical risks associated with conducting business in Hong Kong”and“Ri
70、skFactorsRisks Relating to Doing Business in HongKongThe enforcement oflaws and rules and regulations in China can change quickly with little advancenotice.Additionally,the PRC laws and regulations and the enforcement of such thatapply or are to be applied to HongKong can change quickly with little
71、or no advancenotice.As a result,the HongKong legal system embodies uncertainties which couldlimit the availability of legal protections,which could result in a material changein the HongKong subsidiaries operations and/or the value of the securities we areregistering for sale.”The main legislation i
72、n HongKong concerning data security isthe Personal Data(Privacy)Ordinance(Cap.486 of the Laws of Hong Kong)(the“PDPO”),which regulates the collection,usage,storage,and transfer of personaldata and imposes a statutory duty on data users to comply with the six dataprotection principles contained there
73、in.As advised by our Hong Kong counsel,Winston&Strawn,as of the date of this prospectus,we and each of the HongKongsubsidiaries have complied with the laws and requirements in respect of data securityin HongKong.However,the laws on cybersecurity and data privacy are constantlyevolving and can be sub
74、ject to varying interpretations,resulting in uncertaintiesabout the scope of our responsibilities in that regard.Failure to comply with thecybersecurity and data privacy requirements in a timely manner,or at all,maysubject us or the Hong Kong subsidiaries to consequences,including governmentenforcem
75、ent actions and investigations,fines,penalties,and suspension ordisruption of the HongKong subsidiaries operations.In addition,the CompetitionOrdinance(Cap.619 of the Laws of HongKong)prohibits and deters undertakings inall sectors from adopting anti-competitive conduct which has the object or effec
76、t ofpreventing,restricting,or distorting competition in Hong Kong.It provides forgeneral prohibitions in three major areas of anti-competitive conduct described asthe first conduct rule,the second conduct rule,and the merger rule.As of the dateof this prospectus,we and the HongKong subsidiaries have
77、 complied with all threeareas of anti-competition laws and requirements in Hong Kong.Neither the datasecurity nor antimonopoly laws and regulations in HongKong restrict our ability toaccept foreign investment or impose limitations on our ability to list on anyU.S.stock exchange.See“Regulations Overv
78、iew of the Laws and RegulationsRelating to the Operating Entities Business and Operations inHongKongRegulations Related to Data Privacy”and“Risk FactorsRisksRelating to Doing Business in HongKongSome of our subsidiaries are subject tovarious evolving Hong Kong laws and regulations regarding data sec
79、urity orantimonopoly,which could subject them to government enforcement actions andinvestigations,fines,penalties,and suspension or disruption of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the Holding Foreign Companies Accountable Act
80、,or the“HFCA Act,”ifthe Public Company Accounting Oversight Board(United States)(the“PCAOB”)isunable to inspect our auditors for three consecutiveyears beginning in 2022.OnDecember16,2021,the PCAOB issued a report on its determinations that it is unableto inspect or investigate completely PCAOB-regi
81、stered public accounting firmsheadquartered in mainland China or in HongKong,a Special Administration Region ofthe PRC,because of positions taken by PRC authorities in those jurisdictions.Ourauditor,TPS Thayer,LLC(“TPS”),is headquartered in Sugar Land,Texas,and hasbeen inspected by the PCAOB on a re
82、gular basis,with the last inspection inSeptember2022.The PCAOB currently has access to inspect the working papers of ourauditor and our auditor is not subject to the determinations announced by the PCAOBon December16,2021,which determinations were vacated on December15,2022.Iftrading in our Ordinary
83、 Shares is prohibited under the HFCA Act in the future becausethe PCAOB determines that it cannot inspect or fully investigate our auditor at suchfuture time,Nasdaq may determine to delist our Ordinary Shares and trading in ourOrdinary Shares could be prohibited.On June22,2021,the U.S.Senate passed
84、theAccelerating Holding Foreign Companies Accountable Act(“AHFCAA”),and onDecember 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 AHFCAA an
85、d amendedthe HFCA Act by requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggering theprohibition on trading.On August26,2022,the
86、CSRC,the Ministry of Finance of thePRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)governing inspections and investigations of accounting firms based in mainland Chinaand HongKong,taking the first step toward opening access for the PCAOB to inspectand investigate registered
87、public accounting firms headquartered in mainland Chinaand HongKong.Pursuant to the fact sheet with respect to the Protocol disclosed bythe U.S.Securities and Exchange Commission(the“SEC”),the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigationand has t
88、he unfettered ability to transfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms headquartered in mainlandChina and HongKong and voted to vacate its previous determina
89、tions to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs Table of Contentsaccess in the future,the PCAOB Board will consider the need to issue a newdetermination.See“Risk FactorsRisks Relating to Doing Business in mainlandChinaRecent joint statement by
90、 the SEC and the PCAOB,rule changes by Nasdaq,and the HFCA Act all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could a
91、dd uncertainties to our offerings.”The PRC subsidiaries are subject to restrictions and limitations on their ability todistribute earnings from their businesses to us and U.S.investors.Current PRCregulations permit the PRC subsidiaries to pay dividends to Linkage Holding only outof their respective
92、accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.Additionally,each of the companies inthe PRC are required to set aside at least 10%of its after-tax profits each year,ifany,to fund a statutory reserve until such reserve reaches 50%of its registered
93、capital.Pursuant to the Arrangement between Mainland China and the Hong KongSpecial Administrative Region for the Avoidance of Double Taxation and the Preventionof Fiscal Evasion with respect to Taxes on Income(the“Double Tax AvoidanceArrangement”),the 10%withholding tax rate may be lowered to 5%if
94、a HongKongresident enterprise owns no less than 25%of a PRC project.The 5%withholding taxrate,however,does not automatically apply and certain requirements must besatisfied.In current practice,a Hong Kong project must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the
95、 5%lower PRCwithholding tax rate.As the HongKong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant HongKong tax authority andenjoy the preferential withholding tax rate of
96、5%under the Double Tax AvoidanceArrangement with respect to any dividends paid by Linkage Network to its immediateholding company,Linkage Holding.As of the date of this prospectus,we have notapplied for the tax resident certificate from the relevant HongKong tax authority.Linkage Holding intends to
97、apply for the tax resident certificate if and when LinkageNetwork plans to declare and pay dividends to Linkage Holding.To the extent cash inthe business is in the PRC/HongKong or a PRC/HongKong entity,the funds may not beavailable to fund operations or for other use outside of the PRC/HongKong due
98、tointerventions in or the imposition of restrictions and limitations on the ability ofour Company or our subsidiaries by the PRC government to transfer cash.See“Prospectus SummaryAsset Transfers Between the Company and its Subsidiaries,”“Prospectus Summary Dividends or Distributions Made to the Comp
99、any andU.S.Investors and Tax Consequences,”“Risk FactorsRisks Relating to DoingBusiness in mainland ChinaTo the extent cash or assets in the business are inthe PRC/Hong Kong or a PRC/Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC/HongK
100、ong due tointerventions in or the imposition of restrictions and limitations on the ability ofour Company or our subsidiaries by the PRC government to transfer cash or assets,”and“Risk FactorsRisks Relating to Doing Business in mainland ChinaThereare significant uncertainties under the EIT Law relat
101、ing to the withholding taxliabilities of the PRC subsidiaries,and dividends payable by the PRC subsidiaries toour offshore subsidiaries may not qualify to enjoy certain treaty benefits.”As of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred among the Company and a
102、ny of its subsidiaries.See“ProspectusSummaryAsset Transfers Between the Company and its Subsidiaries,”“ProspectusSummaryDividends or Distributions Made to the Company and U.S.Investors andTax Consequences,”and our audited consolidated financial statements for theyearsended September 30,2022 and 2021
103、.As of the date of this prospectus,none ofsubsidiaries has made any dividends or distributions to the Company and the Companyhas not made any dividends or distributions to its shareholders.We intend to keepany future earnings to finance the expansion of our business,and we do notanticipate that any
104、cash dividends will be paid in the foreseeable future.See“Prospectus Summary Dividends or Distributions Made to the Company andU.S.Investors and Tax Consequences.”As a holding company,we are dependent on receipt of funds from our principalsubsidiaries in HongKong and Japan.There are currently no res
105、trictions on foreignexchange and our ability to transfer cash among our Cayman Islands holding companyand our principal subsidiaries in HongKong and Japan.As a Cayman Islands holdingcompany,the Company will be able to pay dividends and make other distributions toits shareholders,including investors
106、of the Ordinary Shares,provided that it(i)has either sufficient profits or retained profits,when the dividend is to bedeclared and paid from profits,or sufficient share premium,and satisfies thesolvency test as defined under the Companies Act(Revised)of the Cayman Islands,orthe Companies Act,when th
107、e dividend is to be paid from share premium,and(ii)complies with the provisions in our memorandum and articles of association then ineffect.However,as the PRC government imposes control over currency conversion,ithas the authority to conduct exchange transfer reviews,which may impose certainlimitati
108、ons on our ability to transfer cash among the Company,its subsidiaries,andits investors.See“Prospectus SummaryDividends or Distributions Made to theCompany and U.S.Investors and Tax Consequences,”“Risk FactorsRisks Relatingto Doing Business in mainland ChinaPRC regulations Table of Contentsrelating
109、to offshore investment activities by PRC residents may subject our PRCresident beneficial owners or the PRC subsidiaries to liability or penalties,limitour ability to inject capital into the PRC subsidiaries,limit the PRC subsidiariesability to increase their registered capital or distribute profits
110、 to us,or mayotherwise adversely affect us,”“Risk FactorsRisks Relating to Doing Businessin mainland ChinaPRC regulation of parent/subsidiary loans and direct investmentby offshore holding companies to PRC entities may delay or prevent us from using theproceeds of offshore offerings to make loans or
111、 additional capital contributions tothe PRC subsidiaries,which could materially and adversely affect their liquidity andtheir ability to fund and expand their business,”and“Risk Factors RisksRelating to Doing Business in mainland ChinaGovernmental control of currencyconversion may affect the value o
112、f your investment and our payment of Dividends.”Under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interest payments,and expenditures from trade-related transactions,can be made in foreign currencies without prior approval fromthe State A
113、dministration of Foreign Exchange(“SAFE”)as long as certain proceduralrequirements are met.However,approval from appropriate government authorities isrequired if RMB is converted into foreign currency and remitted out of the PRC to paycapital expenses such as the repayment of loans denominated in fo
114、reign currencies.Asof the date of this prospectus,there are no restrictions or limitations imposed bythe Hong Kong government on the transfer of capital within,into,and out ofHong Kong(including funds from Hong Kong to mainland China),except for thetransfer of funds involving money laundering and cr
115、iminal activities.However,thereis no guarantee that the Hong Kong government will not promulgate new laws orregulations that may impose such restrictions in the future.There is no assurancethe PRC government will not intervene in or impose restrictions on our ability totransfer cash or assets.To the
116、 extent cash or assets in the business are in thePRC/HongKong or a PRC/HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC/HongKong due to interventionsin or the imposition of restrictions and limitations on the ability of our Company orour
117、subsidiaries by the PRC government to transfer cash or assets.For details,see“Risk Factors Risks Relating to Doing Business in mainlandChinaPRC regulation of parent/subsidiary loans and direct investment by offshoreholding companies to PRC entities may delay or prevent us from using the proceeds ofo
118、ffshore offerings to make loans or additional capital contributions to the PRCsubsidiaries,which could materially and adversely affect their liquidity and theirability to fund and expand their business”and“Risk FactorsRisks Relating toDoing Business in mainland ChinaTo the extent cash or assets in t
119、he business arein the PRC/HongKong or a PRC/HongKong entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC/HongKong due tointerventions in or the imposition of restrictions and limitations on the ability ofour Company or our subsidiaries by the PRC gov
120、ernment to transfer cash or assets.”We have established controls and procedures for cash flows within our organizationbased on internal cash management policies established by our finance department,discussed,considered,and reviewed by the relevant departments in the Company,andapproved by the Chair
121、man of our Board of Directors.Specifically,our financedepartment supervises cash management,following the instructions of our management.Our finance department is responsible for establishing our cash operation plan andcoordinating cash management matters among our subsidiaries and departments.Eachs
122、ubsidiary and department initiates a cash request by putting forward a cash demandplan,which explains the specific amount and timing of cash requested,and submittingit to our finance department.The finance department reviews the cash demand plan andprepares a summary for the management of the Compan
123、y.Management examines andapproves the allocation of cash based on the sources of cash and the priorities ofthe needs.Other than the above,we currently do not have other cash managementpolicies or procedures that dictate how funds are transferred.See“ProspectusSummaryAsset Transfers Between the Compa
124、ny and its Subsidiaries.”We are an“emerging growth company”as defined under the federal securities laws andwill be subject to reduced public company reporting requirements.Please read thedisclosures beginning on page13 of this prospectus for more information.On February17,2023,our Chief Executive Of
125、ficer(“CEO”)and Chairman of the Boardof Directors,Mr.Zhihua Wu,as the concerted actor,entered into a concerted actoragreement(the“Concerted Actor Agreement”)with Smart Bloom Global Limited,XiaoyuQi,Rosy Gold Investments Limited,Ryo Fuyunishiki,Talent Best Global Limited,ZhengJin,Glorious Global Inve
126、stments Limited,Liang Chen,Horizon Century InternationalLimited,Liangyi Li,Sharp Creation Developments Limited,and Fengjuan Su,pursuantto which,Smart Bloom Global Limited,Xiaoyu Qi,Rosy Gold Investments Limited,RyoFuyunishiki,Talent Best Global Limited,Zheng Jin,Glorious Global InvestmentsLimited,Li
127、ang Chen,Horizon Century International Limited,Liangyi Li,SharpCreation Developments Limited,and Fengjuan Su agreed to vote consistently withZhihua Wu in the exercise of all of their rights as shareholders of the Company.See“Related Party Transactions Concerted Actor Agreement.”Mr.Wu and theremainin
128、g parties to Table of Contentsthe Concerted Actor Agreement,as a group,collectively own voting power of 71.5%ofour issued and outstanding Ordinary Shares.Following the completion of thisoffering,Mr.Wu and the remaining parties to the Concerted Actor Agreement as agroup will beneficially own approxim
129、ately 66.51%of the aggregate voting power of ourissued and outstanding Ordinary Shares,assuming no exercise of the underwritersover-allotment option.As such,we may be deemed a“controlled company”under NasdaqMarketplace Rules 5615(c).Although we do not intend to rely on the controlledcompany exemptio
130、ns under the Nasdaq listing rules even if we are a controlledcompany,we could elect to rely on these exemptions in the future,and if so,youwould not have the same protection afforded to shareholders of companies that aresubject to all of the corporate governance requirements of Nasdaq.See“RiskFactor
131、s”and“ManagementControlled Company.”Per Share TotalWithoutOver-AllotmentOption Total WithOver-AllotmentOptionInitial public offering price$Underwriters discounts(1)$Proceeds to our company beforeexpenses(2)$_(1)We have agreed to pay EF Hutton,division of Benchmark Investments,LLC(the“Representative”
132、),the representative on behalf of the underwriters,an underwritingdiscount of(i)3.5%of the gross proceeds of the offering raised from investors that areintroduced by the Company,and(ii)7%of the gross proceeds of the offering raised frominvestors that are introduced directly or indirectly by any part
133、y or entity which is not theCompany(collectively,the“underwriters discounts”).We have agreed to grant to theunderwriters a 45-day option to purchase up to 15%of the aggregate number of Ordinary Sharessold in the offering.See“Underwriting”starting on page172 of this prospectus for moreinformation reg
134、arding our arrangements with the underwriters.(2)In addition to the underwriting discounts listed above,we have agreed to issue,upon closingof this offering,warrants to the Representative,exercisable at any time and from time totime,in whole or in part,during the three and a half-year period commenc
135、ing sixmonths fromthe effective date of this offering,entitling the Representative to purchase 3%of the totalnumber of Ordinary Shares sold in this offering(including any Ordinary Shares sold as aresult of the exercise of the underwriters over-allotment option)at a per share price equalto 120%of the
136、 public offering price(the“Representatives Warrants”).The registrationstatement of which this prospectus is a part also covers the Representatives Warrants andthe Ordinary Shares issuable upon the exercise thereof.See“Underwriting”for additionalinformation regarding total underwriter compensation.Th
137、e underwriters expect to deliver the Ordinary Shares against payment inU.S.dollars in NewYork,NewYork on or about,2023.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if t
138、his prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.EF HUTTONDivision of Benchmark Investments,LLCProspectus dated,2023 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 20DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 59ENFORCEABILITY
139、 OF CIVIL LIABILITIES 60USE OF PROCEEDS 62DIVIDEND POLICY 63CAPITALIZATION 65DILUTION 66CORPORATE HISTORY AND STRUCTURE 67MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 69INDUSTRY 88BUSINESS 98REGULATIONS 115MANAGEMENT 135PRINCIPAL SHAREHOLDERS 140RELATED PARTY T
140、RANSACTIONS 142DESCRIPTION OF SHARE CAPITAL 145SHARES ELIGIBLE FOR FUTURE SALE 161MATERIAL INCOME TAX CONSIDERATIONS 163UNDERWRITING 172EXPENSES RELATING TO THIS OFFERING 180LEGAL MATTERS 181EXPERTS 181WHERE YOU CAN FIND ADDITIONAL INFORMATION 181INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsAB
141、OUT THIS PROSPECTUSWe and the underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared by us or on our behalf or to which we have referredyou.We take no responsibility fo
142、r and can provide no assurance as to the reliabilityof,any other information that others may give you.This prospectus is an offer tosell only the Ordinary Shares offered hereby,but only under circumstances and injurisdictions where it is lawful to do so.We are not making an offer to sell thesesecuri
143、ties in any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do so or to any person to whom itis not permitted to make such offer or sale.For the avoidance of doubt,no offer orinvitation to subscribe for Ordinary Shares is made to
144、the public in the CaymanIslands.The information contained in this prospectus is current only as of the dateon the front cover of the prospectus.Our business,financial condition,results ofoperations,and prospects may have changed since that date.Neither we nor the underwriters have taken any action t
145、o permit a public offering ofthe Ordinary Shares outside the United States or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Persons outside the UnitedStates who come into possession of thisprospectus or any filed free writing
146、prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free-writing prospectus outside theUnitedStates.Conventions that Apply to this ProspectusUnless otherwise indicated or the context r
147、equires otherwise,references in thisprospectus to:“authorized agent”are to an designated agent for the media,who isresponsible for identifying and procuring merchants to purchase ad inventoryfrom the media,facilitating the transaction process,and assisting addeployment;“China”or the“PRC”are to the P
148、eoples Republic of China,includingthe special administrative regions of Hong Kong and Macau and excludingTaiwan for the purposes of this prospectus only.The same legal andoperational risks associated with operations in mainland China also apply tooperations in HongKong;“Chuancheng Digital”are to Fuj
149、ian Chuancheng Digital Technology Limited(福建传丞数字科技有限公司),a limited liability company organized under thelaws of the PRC,which is wholly owned by Linkage Network;“Chuancheng Internet”are to Fujian Chuancheng Internet Technology Limited(福建传丞互联网科技有限公司,formerly known as 福建海狮跨境教育科技有限公司 and福建传丞跨境教育科技有限公司),
150、a limited liability company organized under thelaws of the PRC,which is wholly owned by Chuancheng Digital;“Customers”are to cross-border e-commerce sellers(both enterprises andindividuals)that purchase products,e-commerce operation training andsoftware support services;“EXTEND”are to EXTEND CO.,LTD
151、,a Japanese corporation,which is whollyowned by Linkage Cayman;“HKD”or“HK$”are to the legal currency of HongKong;“Honeybee product shelving software”are to software application owned byChuancheng Internet that helps cross-border e-commerce sellers manage andoptimize their product listings on their e
152、-commerce websites;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic of China;“HQT NETWORK”are to HQT NETWORK CO.,LIMITED,a HongKong corporationand wholly owned subsidiary of Linkage Holding;“Internet traffic dividend”are to the rapid growth in the number of usersand
153、 economic value resulting from the widespread of internet applications;“Japanese yen”or“JPY”are to the legal currency of Japan;iiTable of Contents“KOLs”are to individuals who have significant influence over onlineshoppers and their purchasing decisions;“Linkage Cayman”are to Linkage Global Inc,a Cay
154、man Islands exemptedcompany;“Linkage Electronic”are to Linkage Electronic Commerce Limited,aHongKong corporation and wholly owned subsidiary of Linkage Holding;“Linkage ERP System”are to the Operating Entities enterprise resourceplanning owned by Chuancheng Digital,which is committed to providing cr
155、oss-border e-commerce sellers with solutions for delicacy operations andbusiness and financial data integration,making cross-border e-commerceeasier;“Linkage Holding”are to Linkage Holding(Hong Kong)Limited,aHongKong corporation,which is wholly owned by Linkage Cayman;“Linkage Network”or“WFOE”are to
156、 Linkage(Fujian)Network TechnologyLimited(传丞(福建)网络科技有限公司),a limited liability company organizedunder the laws of China,which is wholly owned by Linkage Holding;“mainland China”or“Mainland China”are to the Peoples Republic ofChina,excluding the special administrative regions of HongKong and Macau,and
157、 Taiwan;“Merchants”are to Customers and other cross-border e-commerce sellers andsuppliers;“Operating Entities”are to EXTEND,Linkage Electronic,HQT NETWORK,Chuancheng Digital,and Chuancheng Internet,collectively;“Renminbi”or“RMB”are to the legal currency of China;“shares,”“Shares,”or“Ordinary Shares
158、”are to the ordinary shares ofLinkage Cayman,par value$0.00025 per share;“SKUs”are to stock keeping units;“smart products”and“smart electronics”are to the combination ofcomputer,communication and consumer electronics;“SMEs”are to small and medium enterprises;and“$,”“USD,”“US$”or“U.S.dollars”are to t
159、he legal currency of theUnitedStates.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by the underwriters of their over-allotment option.Our business is conducted by the Operating Entities in Japan using JPY,in HongKongusing U.S.dollars,and in China using
160、RMB.Our consolidated financial statementsare presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our consolidated financial statements inU.S.dollars.These dollar references are based on the exchange rate of JPY or RMBto U.S.dollars,determined as
161、of a specific date or for a specific period.Changesin the exchange rate will affect the amount of our obligations and the value of ourassets in terms of U.S.dollars which may result in an increase or decrease in theamount of our obligations(expressed in dollars)and the value of our assets,including
162、accounts receivable(expressed in dollars).With respect to amounts notrecorded in our consolidated financial statements included elsewhere in thisprospectus,the conversion of JPY into U.S.dollars is based on 0.0069,and RMB toU.S.dollars is based on 0.14.iiiTable of ContentsPROSPECTUS SUMMARYThe follo
163、wing summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addition to this summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our Ordi
164、naryShares discussed under“Risk Factors,”“Business,”and information contained in“Managements Discussion and Analysis of Financial Condition and Results ofOperations”before deciding whether to invest in our Ordinary Shares.Thisprospectus contains information from an industry report commissioned by us
165、 andprepared by Frost&Sullivan,a third-party independent research firm.We refer tothis report as the“Frost and Sullivan Report”.Our Corporate StructureLinkage Cayman is a holding company incorporated in the Cayman Islands with nomaterial operations of its own.Linkage Cayman conducts its operations t
166、hrough theOperating Entities in Japan,HongKong,and mainland China.The Ordinary Sharesoffered in this prospectus are shares of the Cayman Islands holding company insteadof shares of the Operating Entities in Japan,Hong Kong,and mainland China.Holders of our Ordinary Shares do not directly own any equ
167、ity interests in theOperating Entities,but will instead own shares of a Cayman Islands holdingcompany.The following diagram illustrates our corporate structure as of the date of thisprospectus and upon the completion of this offering,assuming no exercise of theover-allotment option.For more details
168、on our corporate history,please refer to“Corporate History and Structure.”_Notes:all percentages reflect the equity interests.(1)Represents 14,300,000Ordinary Shares held by the parties of the Concerted Actor Agreementas a group,as of the date of this prospectus.(2)Represents an aggregate of 5,700,0
169、00Ordinary Shares held by 6 shareholders,each holdingless than 5%of our Ordinary Shares issued and outstanding,as of the date of thisprospectus.The PRC subsidiaries and the HongKong subsidiaries are subject to certain legaland operational risks associated with the business operations in mainland Chi
170、na andHongKong.PRC laws and regulations governing the current1Table of Contentsbusiness operations of the PRC subsidiaries are sometimes vague and uncertain,andas a result,these risks may result in material changes in the operations of thePRC subsidiaries,significant depreciation of the value of our
171、 Ordinary Shares,ora complete hindrance of our ability to offer,or continue to offer,our securitiesto investors.Recently,the PRC government adopted a series of regulatory actions and issuedstatements to regulate business operations in China with little advance notice,including cracking down on illeg
172、al activities in the securities market,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.As of the date of this prospectus,neither wenor the PRC subsidiaries have been involved in any investigations on cybersecurityreview initiate
173、d by any PRC regulatory authority,nor has any of them received anyinquiry,notice,or sanction.The Cybersecurity Review Measures became effective onFebruary15,2022,which provide that any“online platform operators”controllingpersonal information of more than one million users which seeks to list in afo
174、reign stock exchange should also be subject to cybersecurity review.In thecourse of the PRC subsidiaries operations,the data collected is mainly themailing addresses used by the Customers.Such data will be transmitted to theLinkage ERP System in the PRC for use in subsequent shipments.Consequently,o
175、urPRC counsel,AllBright,has advised that such practice may be interpreted asmeaning that the PRC subsidiaries use the Internet to carry out data processingactivities in the PRC,and thus,the PRC subsidiaries may be subject tocybersecurity review,and during the pendency of such review,in order to prev
176、entcertain risks,including risks that activities may endanger critical informationinfrastructure security and national data security and disclosure of personalinformation,the PRC subsidiaries may be required to take technical measures andother necessary measures,such as ceasing transmission and dele
177、tion of data orinformation,and suspension of new user registration,to prevent and mitigate risksin accordance with the requirements of the cybersecurity review.Cybersecurityreview could also result in negative publicity with respect to our Company anddiversion of our managerial and financial resourc
178、es,which could materially andadversely affect our business,financial conditions,and results of operations.See“Risk FactorsRisks Relating to Doing Business in mainland ChinaRecentgreater oversight by the CAC over data security,particularly for companies seekingto list on a foreign exchange,could adve
179、rsely impact the PRC subsidiariesbusiness and our offering.”On February17,2023,the CSRC promulgated the Overseas Listing Trial Measures andrelevant five guidelines,which became effective on March31,2023.According tothe Overseas Listing Trial Measures,PRC domestic companies that seek to offer andlist
180、 securities in overseas markets,either in direct or indirect means,arerequired to fulfill the filing procedures with the CSRC and report relevantinformation.At a press conference held for these new regulations,officials fromthe CSRC clarified that the domestic companies that have already been listed
181、overseas on or before the effective date of the Overseas Listing Trial Measures(i.e.March31,2023)shall be deemed as existing issuers,or the Existing Issuers.Existing Issuers are not required to complete the filling procedures immediately,and they shall be required to file with the CSRC when subseque
182、nt matters such asrefinancing are involved.Further,according to the officials from the CSRC,domestic companies that have obtained approval from overseas regulatory authoritiesor securities exchanges for their indirect overseas offering and listing prior tothe effective date of the Overseas Listing T
183、rial Measures(i.e.March31,2023)buthave not yet completed their indirect overseas issuance and listing,are granted asix-month transition period from March31,2023.Those who complete their overseasoffering and listing within such sixmonths are deemed as Existing Issuers.Withinsuch six-month transition
184、period,however,if such domestic companies need toreapply for offering and listing procedures to the overseas regulatory authority orsecurities exchanges,or if they fail to complete their indirect overseas issuanceand listing,such domestic companies shall complete the filling procedures with theCSRC.
185、Under the Overseas Listing Trial Measures,indirect overseas offering andlisting by domestic companies refers to such overseas offering and listing by acompany in the name of an overseas incorporated entity,whereas the companys majorbusiness operations are located domestically and such offering and l
186、isting is basedon the underlying equity,assets,earnings or other similar rights of a domesticcompany.Any overseas offering and listing made by an issuer that meets both thefollowing conditions will be determined as indirect(i)50%or more of theissuers operating revenue,total profit,total assets or ne
187、t assets as documentedin its audited consolidated financial statements for the most recent accountingyear is accounted for by domestic companies;and(ii)the main parts of theissuers business activities are conducted in mainland China,or its main places ofbusiness are located in mainland China,or the
188、senior managers in charge of itsbusiness operation and management are mostly Chinese citizens or domiciled inmainland China.If a PRC domestic company fails to complete required filingprocedures or conceals any material fact or falsifies any major content in itsfiling documents,such PRC domestic comp
189、any may be subject to administrativepenalties,such as an order to rectify,warnings,fines,and its controllingshareholders,actual controllers,the person directly in charge and other directlyliable persons may also be subject to administrative penalties,such as warningsand fines.Our PRC legal counsel,A
190、llBright,has advised us,based on itsunderstanding of the current PRC law,rules,and regulations,that we are notrequired to complete filing procedures2Table of Contentswith the CSRC for the offering and listing of our Ordinary Shares,given that(i)we are not a China domestic company;and(ii)our offering
191、 and listing is notan indirect overseas offering or listing,because the operating revenue,totalprofit,total assets,or net assets,as documented in our audited consolidatedfinancial statements for the most recent accounting year,accounted for by the PRCsubsidiaries are all under 50%.See“Regulations Re
192、gulations Relating toOverseas Listings”and“Risk Factors Risks Relating to Doing Business inmainland China The Opinions recently issued by the General Office of theCentral Committee of the Communist Party of China and the General Office of theState Council may subject us to additional compliance requ
193、irements in the future.”According to our PRC counsel,AllBright,no relevant laws or regulations in the PRCexplicitly require us to seek approval from the China Securities RegulatoryCommission for our overseas listing plan,but recent statements by the Chinesegovernment have indicated an intent to impo
194、se more oversight and control overofferings conducted overseas and/or foreign investment in China-based issuers.Asof the date of this prospectus,we and the PRC subsidiaries have not received anyinquiry,notice,warning,or sanctions regarding our planned overseas listing fromthe China Securities Regula
195、tory Commission or any other PRC governmentalauthorities.Since these statements and regulatory actions are newly published,however,official guidance and related implementation ruleshave not been issued.It is highly uncertain what the potential impact such modified or new laws andregulations will hav
196、e on the daily business operations of the PRC subsidiaries,ourability to accept foreign investments,and our listing on an U.S.exchange.TheSCNPC or PRC regulatory authorities may in the future promulgate laws,regulations,or implementing rulesthat require us,or the PRC subsidiaries to obtain regulator
197、yapproval from Chinese authorities before listing in the U.S.If we do not receiveor maintain the approval,or inadvertently conclude that such approval is notrequired,or applicable laws,regulations,or interpretations change such that weare required to obtain approval in the future,we may be subject t
198、o aninvestigation by competent regulators,fines or penalties,or an order prohibitingus from conducting an offering,and these risks could result in a material adversechange in our operations and the value of our Ordinary Shares,significantly limitor completely hinder our ability to offer or continue
199、to offer securities toinvestors,or cause such securities to significantly decline in value or becomeworthless.The same legal and operational risks associated with operations in China also applyto operations in HongKong.HongKong was established as a special administrativeregion of the PRC in accordan
200、ce with Article 31 of the Constitution of thePRC.The Basic Law was adopted and promulgated on April 4,1990 and becameeffective on July1,1997,when the PRC resumed the exercise of sovereignty overHongKong.Pursuant to the Basic Law,HongKong is authorized by the NationalPeoples Congress of the PRC to ex
201、ercise a high degree of autonomy and enjoyexecutive,legislative,and independent judicial power,under the principle of“onecountry,two systems,”and the PRC laws and regulations shall not be applied inHongKong except for those listed in AnnexIII of the Basic Law(which is confinedto laws relating to nat
202、ional defense,foreign affairs,and other matters that arenot within the scope of autonomy).However,there is no assurance that there willnot be any changes in the economic,political,and legal environment in HongKongin the future.Due to the uncertainty of the PRC legal system and changes in laws,regula
203、tions,or policies,the Basic Law may be revised in the future and thus wemay face the same legal and operational risks associated with operating in thePRC.If there is a significant change to current political arrangements betweenmainland China and Hong Kong,or if the applicable laws,regulations,orint
204、erpretations change,the HongKong subsidiaries may become subject to PRC lawsor authorities.As a result,the HongKong subsidiaries could incur material coststo ensure compliance,be subject to fines,experience devaluation of securities ordelisting,no longer conduct offerings to foreign investors,and no
205、 longer bepermitted to continue their current business operations.See“RiskFactors Risks Relating to Doing Business in Hong Kong There are somepolitical risks associated with conducting business in Hong Kong”and“RiskFactorsRisks Relating to Doing Business in HongKongThe enforcement oflaws and rules a
206、nd regulations in China can change quickly with little advancenotice.Additionally,the PRC laws and regulations and the enforcement of such thatapply or are to be applied to Hong Kong can change quickly with little or noadvance notice.As a result,the Hong Kong legal system embodies uncertaintieswhich
207、 could limit the availability of legal protections,which could result in amaterial change in the HongKong subsidiaries operations and/or the value of thesecurities we are registering for sale.”The main legislation in Hong Kongconcerning data security is the PDPO,which regulates the collection,usage,
208、storage,and transfer of personal data and imposes a statutory duty on data usersto comply with the six data protection principles contained therein.As advised byour HongKong counsel,Winston&Strawn,as of the date of this prospectus,we andeach of the HongKong subsidiaries have complied with the laws a
209、nd requirements inrespect of data security in HongKong.However,the laws on cybersecurity and dataprivacy are constantly evolving and can be subject to varying interpretations,resulting in uncertainties about the scope of our responsibilities in that regard.Failure to comply with the cybersecurity an
210、d data privacy requirements in a timelymanner,or at all,may subject us or the HongKong subsidiaries to consequences,including government enforcement actions and investigations,fines,penalties,andsuspension or disruption of the HongKong subsidiaries operations.In addition,the Competition Ordinance(Ca
211、p.619 of the Laws3Table of Contentsof HongKong)prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,restricting,ordistorting competition in HongKong.It provides for general prohibitions in threemajor areas of anti-compet
212、itive conduct described as the first conduct rule,thesecond conduct rule,and the merger rule.As of the date of this prospectus,we andthe HongKong subsidiaries have complied with all three areas of anti-competitionlaws and requirements in HongKong.Neither the data security nor antimonopoly lawsand re
213、gulations in HongKong restrict our ability to accept foreign investment orimpose limitations on our ability to list on any U.S.stock exchange.See“RegulationsOverview of the Laws and Regulations Relating to the OperatingEntities Business and Operations in HongKongRegulations Related to DataPrivacy”an
214、d“Risk Factors Risks Relating to Doing Business inHongKongSome of our subsidiaries are subject to various evolving HongKonglaws and regulations regarding data security or antimonopoly,which could subjectthem to government enforcement actions and investigations,fines,penalties,andsuspension or disrup
215、tion of their operations.”In addition,our Ordinary Shares may be prohibited from trading on a nationalexchange under the HFCA Act if the PCAOB is unable to inspect our auditors forthree consecutiveyears beginning in 2022.On December16,2021,the PCAOB issueda report on its determinations that it is un
216、able to inspect or investigatecompletely PCAOB-registered public accounting firms headquartered in mainland Chinaor in HongKong,a Special Administration Region of the PRC,because of positionstaken by PRC authorities in those jurisdictions.Our auditor,TPS,has beeninspected by the PCAOB on a regular b
217、asis,with the last inspection inSeptember2022.The PCAOB currently has access to inspect the working papers of ourauditor and our auditor is not subject to the determinations announced by the PCAOBon December16,2021,which determinations were vacated on December15,2022.Iftrading in our Ordinary Shares
218、 is prohibited under the HFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate ourauditor at such future time,Nasdaq may determine to delist our Ordinary Shares andtrading in our Ordinary Shares could be prohibited.On December 29,2022,theConsolidated Appropri
219、ations Act was signed into law by President Biden.TheConsolidated Appropriations Act contained,among other things,an identicalprovision to AHFCAA,which reduces the number of consecutive non-inspectionyearsrequired for triggering the prohibitions under the Holding Foreign CompaniesAccountable Act fro
220、m three years to two,thus reducing the time period fortriggering the prohibition on trading.On August26,2022,the CSRC,the MOF,andthe PCAOB signed the Protocol governing inspections and investigations ofaccounting firms based in mainland China and Hong Kong,taking the first steptoward opening access
221、for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and HongKong.Pursuant to thefact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall haveindependent discretion to select any issuer audits for inspection or investigationan
222、d has the unfettered ability to transfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to secure complete accessto inspect and investigate registered public accounting firms headquartered inmainland China and HongKong and voted to vacate its previous de
223、terminations to thecontrary.However,should PRC authorities obstruct or otherwise fail to facilitatethe PCAOBs access in the future,the PCAOB Board will consider the need to issue anew determination.See“Risk Factors Risks Relating to Doing Business inmainland ChinaRecent joint statement by the SEC an
224、d the PCAOB,rule changes byNasdaq,and the HFCA Act all call for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertaint
225、ies to our continued listing orfuture offerings of our securities in the U.S.”Business OverviewWe are a holding company incorporated in the Cayman Islands with no materialoperations of its own.Linkage Cayman conducts its operations through the OperatingEntities in Japan,Hong Kong,and mainland China.
226、As a cross-border e-commerceintegrated services provider headquartered in Japan,through the OperatingEntities,we have developed a comprehensive service system comprised of two linesof business complementary to each other,including(i)cross-border sales and(ii)integrated e-commerce services.Cross-bord
227、er SalesCross-border sales operations were initially launched in 2011 in Japan through oursubsidiary,EXTEND.Products are sourced from Japanese and Chinese manufacturersand brands,together with our private label smart products,and are included as theOperating Entities internal“recommended”or“strictly
228、 selected”productcollections for Customers to select and purchase.Since our inception,theOperating Entities have selected approximately 10,000 suppliers and 100,000featured products.Customers are mainly comprised of sellers on various e-commerceplatforms,such as Amazon,Lazada,Shopee,Wish,Coupang,Yah
229、oo,WOWMA,Rakuten,Tmall,Taobao,JD,and TikTok,and independent website operators.4Table of ContentsThe Operating Entities use a multi-channel marketing strategy.Online,theOperating Entities approach Customers through(i)advertising promotion on theirown official websites(www.jp- and www.whale.xin),major
230、 e-commerceplatforms,social media,search engines,and independent websites,(ii)sendingemail marketing to potential customers,(iii)and referrals from existingCustomers.Offline,the Operating Entities approach Customers mainly throughattending exhibitions.See“Business Business Model Marketing.”TheCustom
231、ers place orders directly with the Operating Entities through email.Following receipt of orders,the Operating Entities either place orders withsuppliers who ship the products directly to the Customers,or deliver the ordersfrom their own warehouses in Japan to the Customers via third-party deliveryco
232、mpanies.For the sixmonths ended March31,2023 and the fiscalyears endedSeptember30,2022 and 2021,revenue derived from cross-border sales operating was$6.39million,$17.91million,and$12.42million,accounting for approximately70.80%,81.29%,and 80.28%of our total revenue for the respective periods.A major
233、ity of the Operating Entities cross-border sales operations havehistorically been conducted in Japan,and since 2011,the Operating Entities havebeen expanding their operations to HongKong and mainland China markets.Cross-border sales operation is the foundation of the comprehensive service system we
234、arebuilding.Over theyears of experience the Operating Entities have encountered withe-commerce sellers in cross-border sales operation,they identified a large gapbetween the demands for placing advertisements,and limited resources and channelsto advertise,especially on social media platforms,and hav
235、e identified significantgrowth potential in Chinas rapidly developing e-commerce market.Therefore,in2016,HQT NETWORK was established in Hong Kong,for the provision of digitalmarketing services;and in 2021,we established Chuancheng Digital and ChuanchengInternet in China,offering cross-border sales a
236、nd Integrated e-commerce trainingservices,respectively.For the fiscal year ended September 30,2021,among our revenues derived fromcross-border sales operations,99.48%,0.52%,and 0%were derived from Japan,mainland China and Hong Kong,respectively.For the fiscal year endedSeptember30,2022,among our rev
237、enues derived from cross-border sales operations,92.23%,5.46%,and 2.31%were derived from Japan,mainland China and HongKong,respectively.For the sixmonths ended March31,2023,among our revenues derivedfrom cross-border sales operations,85.65%,8.95%,and 5.40%were derived fromJapan,mainland China and Ho
238、ngKong,respectively.Integrated E-commerce ServicesDigital MarketingThrough the subsidiary,HQT NETWORK,in HongKong,the Operating Entities connectCustomers and other cross-border e-commerce sellers and suppliers(collectively,the“Merchants”)with social media platforms to provide digital marketing servi
239、cesto Merchants.HQT NETWORK has cooperated with Google Asia Pacific Pte.,Ltd.(“Google”)since 2017 and became an authorized agent of Google in 2018,throughmaking use of the vast suppliers and Customers data that the Operating Entitieshave collected from their cross-border sales operation by conductin
240、g marketresearch and analysis by digital marketing team to identify trends and preferencesin different regions and consumer segments,HQT NETWORK helps the Merchants createmultilingual websites,optimize product keyword rankings,and distributeadvertisements on Google and its own channels,such as Googl
241、e search engine,Googledisplay,Gmail,and YouTube.HQT NETWORK aims to provide comprehensive digitalmarketing solutions equipped with technology and data that meet the digitalmarketing needs of the Merchants,and help the Merchants engage,cultivate,retainand expand their regional customer base.Since the
242、 launch of this business line,HQT NETWORK has served more than 200 Merchants.Starting from 2023,HQT NETWORK hasalso partnered with Huntmobi Holdings Limited,an online advertising agency basedin China,for ad deployment,to gain access to a wider array of online media.Forthe sixmonths ended March31,202
243、3,and the fiscalyears ended September30,2022 and 2021,revenue derived from digital marketing was$2.26 million,$3.95million,and$3.05million,accounting for approximately 25.04%,17.91%,and19.70%of our total revenue for the respective periods.E-commerce Operation Training and Software Support ServicesTo
244、 diversify our revenue sources,in 2021,the Operating Entities started offeringservices,including e-commerce operation training and software support services.The recorded e-commerce operation training courses teach Customers skills andinformation needed to successfully operate and grow their online s
245、hops.TheOperating Entities also offer proprietary software tools that facilitate Customerswith their day-to-day e-commerce operations,including product shelving,supplychain management,and operational management.5Table of ContentsFor the six months ended March 31,2023,and the fiscal years endedSeptem
246、ber30,2022,and 2021,our revenue from e-commerce operation training andsoftware services was$0.35 million,$175,543,and$3,264,accounting forapproximately 3.39%,0.80%,and 0.02%of our total revenue for the respectiveperiods.Competitive StrengthsWe believe the following competitive strengths are essentia
247、l for our success anddifferentiate us from our competitors:comprehensive service system comprising cross-border sales and integratede-commerce services;diversified internal“recommended”or“strictly selected”productcollections;capability of providing targeted digital marketing services by leveragingou
248、r business data analysis technology;andexperienced management team.Growth StrategiesWe intend to develop our business and strengthen brand loyalty by implementing thefollowing strategies:grow and diversify Customer and Merchant bases,and seek more authorizedagency qualifications of other media;activ
249、ely layout social e-commerce channels;develop a wider selection of products;venture into Southeast Asian market;expand our manpower and talent pool to support our pursuit of businessgrowth;andfurther strengthen our supply chain integration.Corporate InformationOur principal executive offices are loc
250、ated at2-23-3 Minami-Ikebukuro,Toshima-ku,Tokyo,Japan and our phone number is+03-5927-9261.Our registered office in theCayman Islands is located at the offices of Vistra(Cayman)Limited,P.O.Box31119 Grand Pavilion,Hibiscus Way,802 West Bay Road,Grand Cayman,KY11205,Cayman Islands,and the phone number
251、 of our registered office is+1-(345)769-9372.We maintain a corporate website at .The information contained in,or accessible from,our website or any other website does not constitute a part ofthis prospectus.Our agent for service of process in the UnitedStates is CogencyGlobal Inc.at 122 East 42nd St
252、reet,18th Floor,New York,NY 10168.Summary of Risk FactorsInvesting in our Ordinary Shares involves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principal risks we face,org
253、anized under relevant headings.These risks are discussed more fully in thesection titled“Risk Factors.”Risks Relating to Our Business and Industry(for a more detaileddiscussion,see“Risk Factors Risks Relating to Our Business andIndustry”from pages20 to 32.)Risks and uncertainties related to our busi
254、ness include,but are not limited to,the following:the Operating Entities operate in a highly-competitive market and theirfailure to compete effectively could adversely affect their results ofoperations(see page 20 of this prospectus);our historical growth rates and performance may not be sustainable
255、 orindicative of our future growth and financial results.We cannot guaranteethat we will be able to maintain the growth rate we have experienced todate(see page 20 of this prospectus);6Table of Contentssystem interruptions that impair access to the Operating Entitiessoftware,or other performance fai
256、lures in its technology infrastructure,could damage their reputation and results of operations(see page 21 ofthis prospectus);cybersecurity risks and cyber incidents may adversely affect the OperatingEntities business by causing a disruption to their operations,acompromise or corruption of their con
257、fidential information,misappropriation of assets and/or damage to their business relationships,all of which could negatively impact their business and results ofoperations(see page 29 of this prospectus);we have engaged in substantial transactions with related parties,and suchtransactions present po
258、ssible conflicts of interest that could have amaterial and adverse effect on our business,financial conditions andresults of operations(see page 30 of this prospectus);andthe Operating Entities business,results of operations and financialcondition have been and may continue to be affected by the COV
259、ID-19pandemic(see page 30 of this prospectus).Risks Relating to this Offering and the Trading Market(for a moredetailed discussion,see“Risk Factors Risks Relating to thisOffering and the Trading Market”from pages32 to 39.)In addition to the risks described above,we are subject to general risks andun
260、certainties relating to this offering and the trading market,including,but notlimited to,the following:there has been no public market for our Ordinary Shares prior to thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you pay for them,or at all(see page 32 of th
261、isprospectus);Mr.Zhihua Wu,our CEO and Chairman of our Board of Directors,andcertain shareholders have entered into a concerted actor agreement to votein concert,which provides control over majority of our Ordinary Sharesand increases our influence on shareholder decisions(see page 32 of thisprospec
262、tus);since we are a“controlled company”within the meaning of the Nasdaqlisting rules,we may follow certain exemptions from certain corporategovernance requirements that could adversely affect our public shareholder(see page 32 of this prospectus);you will experience immediate and substantial dilutio
263、n in the net tangiblebook value of Ordinary Shares purchased(see page 33 of this prospectus);if we fail to implement and maintain an effective system of internalcontrols or fail to remediate the material weaknesses in our internalcontrol over financial reporting that have been identified,we may fail
264、 tomeet our reporting obligations or be unable to accurately report ourresults of operations or prevent fraud,and investor confidence and themarket price of our Ordinary Shares may be materially and adverselyaffected(see page 33 of this prospectus);andthe market price of our Ordinary Shares may be v
265、olatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the initial public offering price(see page 35 ofthis prospectus).Risks Relating to Doing Business in Hong Kong(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing
266、 Business inHongKong”from pages39 to 42.)The same legal and operational risks associated with operations in mainland Chinaalso apply to operations in HongKong.the enactment of Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region(the“Hong Kong NationalSecurit
267、y Law”)could impact the Hong Kong subsidiaries(see“RiskFactors Risks Relating to Doing Business in Hong Kong Theenactment of Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact the HongKong subsidiaries”on pa
268、ge 39 ofthis prospectus);7Table of Contentsthe enforcement of laws and rules and regulations in China can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kong can change quickly with little or no adv
269、ance notice.As aresult,the Hong Kong legal system embodies uncertainties which couldlimit the availability of legal protections,which could result in amaterial change in the Hong Kong subsidiaries operations and/or thevalue of the securities we are registering for sale(see“RiskFactors Risks Relating
270、 to Doing Business in Hong Kong Theenforcement of laws and rules and regulations in China can change quicklywith little advance notice.Additionally,the PRC laws and regulations andthe enforcement of such that apply or are to be applied to HongKong canchange quickly with little or no advance notice.A
271、s a result,theHong Kong legal system embodies uncertainties which could limit theavailability of legal protections,which could result in a material changein the Hong Kong subsidiaries operations and/or the value of thesecurities we are registering for sale”on page 40 of this prospectus);there are so
272、me political risks associated with conducting business inHongKong(see“Risk FactorsRisks Relating to Doing Business inHongKongThere are some political risks associated with conductingbusiness in HongKong”on page 40 of this prospectus);andsome of our subsidiaries are subject to various evolving HongKo
273、ng lawsand regulations regarding data security or antimonopoly,which couldsubject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations(see“RiskFactorsRisks Relating to Doing Business in HongKongSome ofour subsidiaries are subject
274、to various evolving Hong Kong laws andregulations regarding data security or antimonopoly,which could subjectthem to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations on page 41 ofthis prospectus).Risks Relating to Doing Business in ma
275、inland China(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing Business inmainland China”from pages42 to 58.)Some of our business is conducted in mainland China through the Operating Entities,and therefore,we face risks and uncertainties relating to doing business inmainland Chi
276、na in general,including,but not limited to,the following:changes in Chinas economic,political,or social conditions orgovernment policies could have a material adverse effect on the PRCsubsidiaries business and operations(see“Risk Factors RisksRelating to Doing Business in Mainland China Changes in C
277、hinaseconomic,political,or social conditions or government policies couldhave a material adverse effect on the PRC subsidiaries business andoperations”on page 42 of this prospectus);uncertainties in the interpretation and enforcement of PRC laws andregulations and changes in policies,rules,and regul
278、ations in China,which may be quick with little advance notice,could limit the legalprotection available to you and us(see“Risk FactorsRisks Relatingto Doing Business in Mainland ChinaUncertainties in theinterpretation and enforcement of PRC laws and regulations and changes inpolicies,rules,and regul
279、ations in China,which may be quick with littleadvance notice,could limit the legal protection available to you and us”on page 42 of this prospectus);you may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in China against us orour managem
280、ent named in this prospectus based on foreign laws.It may alsobe difficult for you or overseas regulators to conduct investigations orcollect evidence within China(see“Risk FactorsRisks Relating toDoing Business in Mainland ChinaYou may experience difficulties ineffecting service of legal process,en
281、forcing foreign judgments,orbringing actions in China against us or our management named in thisprospectus based on foreign laws.It may also be difficult for you oroverseas regulators to conduct investigations or collect evidence withinChina on page 43 of this prospectus);given the Chinese governmen
282、ts significant oversight and discretion overthe conduct of the PRC subsidiaries business,the Chinese government mayintervene or influence their operations at any time,which could result ina material change in the PRC subsidiaries operations and/or the value ofour Ordinary Shares(see“Risk Factors Ris
283、ks Relating to DoingBusiness in Mainland ChinaGiven the Chinese governments significantoversight and discretion over the conduct of the PRC subsidiariesbusiness,8Table of Contentsthe Chinese government may intervene or influence their operations at anytime,which could result in a material change in
284、the PRC subsidiariesoperations and/or the value of our Ordinary Shares”on page 44 of thisprospectus);any actions by the Chinese government,including any decision to interveneor influence the operations of the PRC subsidiaries or to exert controlover any offering of securities conducted overseas and/
285、or foreigninvestment in China-based issuers,may cause us to make material changesto the operations of the PRC subsidiaries,may limit or completely hinderour ability to offer or continue to offer securities to investors,and maycause the value of such securities to significantly decline or beworthless
286、(see“Risk Factors Risks Relating to Doing Business inMainland ChinaAny actions by the Chinese government,including anydecision to intervene or influence the operations of the PRC subsidiariesor to exert control over any offering of securities conducted overseasand/or foreign investment in China-base
287、d issuers,may cause us to makematerial changes to the operations of the PRC subsidiaries,may limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,and may cause the value of such securities to significantlydecline or be worthless”on page 44 of this prospectus);re
288、cent greater oversight by the CAC over data security,particularly forcompanies seeking to list on a foreign exchange,could adversely impactthe PRC subsidiaries business and our offering(see“RiskFactorsRisks Relating to Doing Business in Mainland ChinaRecentgreater oversight by the CAC over data secu
289、rity,particularly forcompanies seeking to list on a foreign exchange,could adversely impactthe PRC subsidiaries business and our offering”on page 44 of thisprospectus);the Opinions recently issued by the General Office of the CentralCommittee of the Communist Party of China and the General Office of
290、 theState Council may subject us to additional compliance requirements in thefuture(see“Risk Factors Risks Relating to Doing Business inMainland ChinaThe Opinions recently issued by the General Office ofthe Central Committee of the Communist Party of China and the GeneralOffice of the State Council
291、may subject us to additional compliancerequirements in the future”on page 46 of this prospectus);recent joint statement by the SEC and the PCAOB,rule changes by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additionaland more stringent criteria to be applied to emerging marke
292、t companiesupon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developmentscould add uncertainties to our offerings(see“Risk Factors RisksRelating to Doing Business in Mainland ChinaRecent joint statement bythe SEC and the PCAOB
293、,rule changes by Nasdaq,and the Holding ForeignCompanies Accountable Act all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the PCAOB.These development
294、s could add uncertainties toour offerings”on page 47 of this prospectus);to the extent cash or assets in the business are in the PRC/HongKong ora PRC/HongKong entity,the funds or assets may not be available to fundoperations or for other use outside of the PRC/Hong Kong due tointerventions in or the
295、 imposition of restrictions and limitations on theability of our Company or our subsidiaries by the PRC government totransfer cash or assets(see“Risk FactorsRisks Relating to DoingBusiness in Mainland China To the extent cash or assets in thebusiness are in the PRC/HongKong or a PRC/HongKong entity,
296、the funds orassets may not be available to fund operations or for other use outside ofthe PRC/Hong Kong due to interventions in or the imposition ofrestrictions and limitations on the ability of our Company or oursubsidiaries by the PRC government to transfer cash or assets”onpage48 of this prospect
297、us);the approval of and the filing with the CSRC or other PRC governmentauthorities may be required in connection with this offering,and,ifrequired,we cannot assure you that we will be able to obtain suchapproval,in which case we may face sanctions by the CSRC or other PRCregulatory agencies for fai
298、lure to seek the CSRC approval for thisoffering(see“Risk Factors Risks Relating to Doing Business inMainland ChinaThe approval of and the filing with the CSRC or otherPRC government authorities may be required in connection with thisoffering,and,if required,we cannot assure you that we will be able
299、toobtain such approval,in which case we may face sanctions by the CSRC orother PRC regulatory agencies for failure to seek the CSRC approval forthis offering”on page 55 of this prospectus);9Table of Contentsthe M&A Rules and certain other PRC regulations establish complexprocedures for certain acqui
300、sitions of Chinese companies by foreigninvestors,which could make it more difficult for us to pursue growththrough acquisitions in China(see“Risk FactorsRisks Relating toDoing Business in Mainland ChinaThe M&A Rules and certain other PRCregulations establish complex procedures for certain acquisitio
301、ns ofChinese companies by foreign investors,which could make it more difficultfor us to pursue growth through acquisitions in China”on page 56 of thisprospectus);andChinese regulatory authorities could disallow our holding companystructure,which may result in a material change in our operations and/
302、ora material change in the value of the securities we are registering forsale,including that it could cause the value of such securities tosignificantly decline or become worthless(see“Risk FactorsRisksRelating to Doing Business in Mainland China Chinese regulatoryauthorities could disallow our hold
303、ing company structure,which may resultin a material change in our operations and/or a material change in thevalue of the securities we are registering for sale,including that itcould cause the value of such securities to significantly decline orbecome worthless”on page 57 of this prospectus).Impact
304、of the COVID-19 PandemicThe COVID-19 pandemic has spread throughout the world,including Japan and China.On March 11,2020,the World Health Organization declared COVID-19 apandemicthe first pandemic caused by a coronavirus.The pandemic has resultedin the implementation of significant governmental meas
305、ures,including lockdowns,closures,quarantines,and travel bans,intended to control the spread of thevirus.Both the Japanese and Chinese governments have ordered quarantines,travelrestrictions,and the temporary closure of stores and facilities.In 2022,therewas been a resurgence of COVID-19 cases in ce
306、rtain parts of China due to the Deltaand Omicron variants,which caused local governments to tighten COVID-19-relatedrestrictions,including measures such as banning social and work gatherings,imposing mandatory quarantine requirements and suspending public transportation incertain cities.In December2
307、022,the COVID-19 restriction policies in China werelifted,both locally and nationally.Beginning in January 2023,among otherchanges,China no longer conducted nucleic acid tests and centralized quarantinesfor all inbound travelers,and measures to control the number of internationalpassenger flights we
308、re lifted.With regard to the Operating Entities cross-border sales,COVID-19 relatedlockdowns and other control measures imposed in other countries,which form part ofthe overseas market for our products,had,and may continue to have,an impact onour international exports and import.For instance,the Chi
309、nese market will not beable to receive delivery of the Operating Entities products during the period oflockdown.In addition,as the price of sea freight has increased as compared withthat before the pandemic,this has led to higher overall costs for our Customers.The reduction in shipping frequency an
310、d longer shipping period have also affectedthe shipment and delivery of the Operating Entities products to a certain extent.Nevertheless,save for delivery delay of some of the Operating Entities productswhich in turn caused delay in recording of account receivables,the supply chaindisruptions do not
311、 have any material impact on the cross-border sales operationsince the Operating Entities supply chain integration capability,and theirproduct suppliers are mainly located outside China.The Operating Entities recordedimprovements in the revenue of cross-border sales in fiscal year 2022 compared tofi
312、scal year 2021.With regard to the Operating Entities digital marketing,e-commerce training andsoftware support services,they are mainly completed online and not limited by timeor space.To counter the impact of the COVID-19 pandemic,compared with thepractice prior to the outbreak of COVID-19,the Oper
313、ating Entities have changedtheir traditional office mode to a“work-from home”model and built an onlineoffice platform.Despite the fact that the pandemic and lockdown measures resultedin instability in personnel and a high turnover rate in other industries,they alsoprompted more unemployed people to
314、join the cross-border e-commerce industry andmore people to shop online,which in turn accelerated the growth of the entirecross-border e-commerce industry.Looking ahead,our management team expects thatthe needs from e-commerce start-ups for integrated e-commerce services will furtherexpand for the n
315、ext decades.Compared with fiscal year 2021,the number ofMerchants using digital marketing service and the number of Customers of e-commercetraining and software support services increase 14.02%and 140%,respectively.For the sixmonths ended March31,2023 and the fiscalyears ended September30,2022 and 2
316、021,the COVID-19 pandemic did not have a material impact on theOperating Entities financial positions and operating results.Our revenue reachedapproximately$9.03million for the sixmonths ended March31,2023,representingan increase of approximately$0.61 million or 7.26%from approximately$8.42million f
317、or the sixmonths ended March31,2022.10Table of ContentsOur revenue reached approximately$21.88 million for the fiscal year endedSeptember30,2022,representing an increase of approximately$6.41million or41.44%from approximately$15.47million for the fiscal year ended September30,2021.The circumstances
318、that have driven the Operating Entities business growth duringthe COVID-19 pandemic may not persist in the future.In addition,the COVID-19could impact economies and financial markets,resulting in an economic downturnthat could impact our ability to raise capital or slow down potential businessopport
319、unities.There are still uncertainties of COVID-19s future impact,and theextent of the impact will depend on a number of factors,including the duration andseverity of the pandemic;and the macroeconomic impact of government measures tocontain the spread of COVID-19 and related government stimulus meas
320、ures.We cannotassure you that financing will be available in amounts or on terms acceptable tous,if at all.See“Risk Factors Risks Relating to Our Business andIndustryThe Operating Entities business,results of operations and financialcondition have been and may continue to be affected by the COVID-19
321、 pandemic.”Asset Transfers Between the Company and its SubsidiariesAs of the date of this prospectus,no cash transfer or transfer of other assets hasoccurred among the Company and any of its subsidiaries.We have established controls and procedures for cash flows within our organizationbased on inter
322、nal cash management policies established by our finance department,discussed,considered,and reviewed by the relevant departments in the Company,andapproved by the Chairman of our Board of Directors.Specifically,our financedepartment supervises cash management,following the instructions of ourmanagem
323、ent.Our finance department is responsible for establishing our cashoperation plan and coordinating cash management matters among our subsidiaries anddepartments.Each subsidiary and department initiates a cash request by puttingforward a cash demand plan,which explains the specific amount and timing
324、of cashrequested,and submitting it to our finance department.The finance departmentreviews the cash demand plan and prepares a summary for the management of theCompany.Management examines and approves the allocation of cash based on thesources of cash and the priorities of the needs.Other than the a
325、bove,we currentlydo not have other cash management policies or procedures that dictate how funds aretransferred.As a holding company,we are dependent on receipt of funds from our principalsubsidiaries in HongKong and Japan.There are currently no restrictions on foreignexchange and our ability to tra
326、nsfer cash among our Cayman Islands holding companyand our principal subsidiaries in HongKong and Japan.As a Cayman Islands holdingcompany,the Company will be able to pay dividends and make other distributions toits shareholders,including investors of the Ordinary Shares,provided that it(i)has eithe
327、r sufficient profits or retained profits,when the dividend is to bedeclared and paid from profits,or sufficient share premium,and satisfies thesolvency test as defined under the Companies Act,when the dividend is to be paidfrom share premium,and(ii)complies with the provisions in our memorandum anda
328、rticles of association then in effect.However,as the PRC government imposescontrol over currency conversion,it has the authority to conduct exchange transferreviews,which may impose certain limitations on our ability to transfer cash amongthe Company,its subsidiaries,and its investors.See“Prospectus
329、SummaryDividends or Distributions Made to the Company and U.S.Investors andTax Consequences,”“Risk FactorsRisks Relating to Doing Business in mainlandChina PRC regulations relating to offshore investment activities by PRCresidents may subject our PRC resident beneficial owners or the PRC subsidiarie
330、s toliability or penalties,limit our ability to inject capital into the PRCsubsidiaries,limit the PRC subsidiaries ability to increase their registeredcapital or distribute profits to us,or may otherwise adversely affect us,”“RiskFactorsRisks Relating to Doing Business in mainland ChinaPRC regulatio
331、nof parent/subsidiary loans and direct investment by offshore holding companies toPRC entities may delay or prevent us from using the proceeds of offshore offeringsto make loans or additional capital contributions to the PRC subsidiaries,whichcould materially and adversely affect their liquidity and
332、 their ability to fund andexpand their business,”and“Risk FactorsRisks Relating to Doing Business inmainland ChinaGovernmental control of currency conversion may affect the valueof your investment and our payment of Dividends.”Under existing PRC foreignexchange regulations,payments of current accoun
333、t items,including profitdistributions,interest payments,and expenditures from trade-related transactions,can be made in foreign currencies without prior approval from the StateAdministration of Foreign Exchange(“SAFE”)as long as certain proceduralrequirements are met.However,approval from appropriate government authorities isrequired if RMB is converted into foreign currency and remitted out of th